Terms of Service

PLEASE READ CAREFULLY

THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION AGREEMENT, A WAIVER OF YOUR RIGHT TO A JURY TRIAL, AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THEY ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, SHORTEN APPLICABLE STATUTES OF LIMITATION, AND ALLOCATE RISKS BETWEEN YOU AND EXPENSEGHOST. SECTIONS 23 (DISPUTE RESOLUTION; ARBITRATION), 24 (CLASS ACTION WAIVER), AND 25 (JURY TRIAL WAIVER) DESCRIBE THESE PROVISIONS IN DETAIL. PLEASE READ THEM BEFORE USING THE SERVICE.

1. Acceptance of Terms; Parties

These Terms of Service (the “Terms”) constitute a legally binding agreement between you (“you,” “Customer,” or “User”) and ExpenseGhost Labs, Inc., a Delaware corporation, together with its subsidiaries and affiliates (collectively, “ExpenseGhost,” “we,” “our,” or “us”), governing your access to and use of the ExpenseGhost website, mobile applications, web dashboard, application programming interfaces (“APIs”), and any related products, services, content, or integrations (collectively, the “Service”). By creating an account, clicking “I accept,” downloading or installing any application, accessing any portion of the Service, or otherwise indicating assent to these Terms, you represent that you have read, understood, and agree to be bound by these Terms and by all documents incorporated by reference, including our Privacy Policy, our Subprocessors list, and our Disclaimer.

If you are entering into these Terms on behalf of an entity (such as your employer, a client, or another organization), you represent and warrant that you have the legal authority to bind that entity to these Terms, and that the entity agrees to be bound. In that case, “you,” “Customer,” and “User” refer to that entity as well as to you personally.

Effective date. These Terms are effective as of May 10, 2026.

2. Description of the Service

ExpenseGhost is an artificial-intelligence-assisted expense management platform that provides, without limitation:

• optical character recognition and structured extraction of receipt data;
• expense tracking, categorization, and audit-log retention;
• bank, card, and financial-account aggregation and transaction synchronization through Plaid Inc.;
• team, organization, role, and permission management;
• financial reporting, dashboards, and analytics;
• subscription billing, invoicing, and payment processing through Stripe;
• quarterly tax-estimate calculations and IRS-category tax-ready exports (including, where applicable, Schedule C, Form 1065, Form 1120-S, and Form 1120 summaries); and
• ancillary features, integrations, and content that we may add, modify, suspend, or discontinue from time to time in our sole discretion.

ExpenseGhost is a software-as-a-service technology platform. ExpenseGhost is not a tax preparer, tax return preparer, enrolled agent, certified public accountant, attorney, registered investment adviser, broker-dealer, financial planner, money-services business, money-transmitter, lender, or fiduciary, and these Terms do not establish any such relationship between you and ExpenseGhost. ExpenseGhost does not prepare or file tax returns, sign returns, e-file returns, or represent users before the Internal Revenue Service or any state, local, or foreign tax authority. Filing is performed by you or by a licensed tax professional of your choosing, using the exports and information ExpenseGhost generates.

3. Eligibility and Account Registration

3.1 Eligibility

• You must be at least eighteen (18) years of age and able to form a legally binding contract under applicable law;
• You must reside in, and access the Service from, a jurisdiction in which use of the Service is not prohibited by applicable law;
• You must not be (i) a resident of, ordinarily resident in, or located in any country or region subject to comprehensive sanctions administered or enforced by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or (ii) listed on, or owned or controlled by a person or entity listed on, any applicable list of restricted or prohibited persons (including OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce’s Denied Persons or Entity Lists, or the U.S. Department of State’s Debarred List);
• You must not have been previously suspended or removed from the Service;
• You must provide accurate, current, and complete information at all times;
• If you create an account on behalf of an organization, you must have authority to bind that organization.

3.2 Account Security

• You are responsible for maintaining the confidentiality of your account credentials, including your password and any API keys, and for all activities that occur under your account;
• You agree to use strong, unique credentials and, where offered, to enable multi-factor authentication;
• You agree not to share, sell, transfer, or sublicense your account or credentials;
• You agree to notify us immediately at security@expenseghost.app of any actual or suspected unauthorized access, security incident, or compromise.

4. License Grant and Restrictions

4.1 License Grant

Subject to your continuing compliance with these Terms and timely payment of all applicable Fees, ExpenseGhost grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription. All rights not expressly granted are reserved.

4.2 Restrictions

You agree that you will not, and will not permit any third party to:

• copy, modify, translate, adapt, or create derivative works of the Service or any portion thereof;
• reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive source code, underlying ideas, file formats, algorithms, or trade secrets from the Service, except to the limited extent applicable law expressly permits despite this prohibition;
• rent, lease, lend, sell, sublicense, distribute, publish, transfer, or otherwise make available the Service or any portion thereof to any third party;
• circumvent, disable, or otherwise interfere with security, authentication, rate-limiting, metering, or access-control features;
• access or use the Service to develop, train, or improve a competing product, service, or model;
• use the Service to build or maintain a database of merchants, transactions, classifications, or comparable information for resale or independent distribution;
• scrape, crawl, harvest, index, mirror, frame, or aggregate any content from the Service except through APIs we expressly authorize;
• upload or transmit any virus, worm, time bomb, Trojan horse, ransomware, or other malicious code;
• use the Service in any manner that violates applicable law, infringes intellectual-property or other rights of any third party, or is fraudulent, defamatory, harassing, obscene, or otherwise objectionable;
• use the Service to send unsolicited commercial communications in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, or analogous law;
• remove, alter, or obscure any proprietary notice on the Service or on any output of the Service (including the “DRAFT” watermark on any export);
• use the Service to test, benchmark, or evaluate it for the purpose of writing or publishing a comparison without our prior written consent;
• access the Service from a country or region prohibited under Section 3.1.

5. Customer Data; License to Us

5.1 Definition

“Customer Data” means any data, content, information, or material you or your authorized users submit to, upload to, transmit through, or generate using the Service, including receipts, transaction records, journal entries, comments, attachments, and tax-export inputs.

5.2 Ownership

As between you and ExpenseGhost, you retain all right, title, and interest in and to Customer Data, including all intellectual-property rights therein. We do not claim ownership of Customer Data.

5.3 License to Us

You grant ExpenseGhost a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to host, store, copy, transmit, display, perform, modify (for the purpose of formatting or display), and otherwise use Customer Data solely as necessary to (i) provide, maintain, secure, and improve the Service; (ii) prevent or address technical, security, or fraud issues; (iii) generate aggregated, de-identified, or anonymized data; and (iv) comply with applicable law. You further grant us a perpetual, irrevocable, royalty-free license to use aggregated, de-identified, or anonymized data derived from Customer Data for any lawful business purpose, provided that we do not attempt to re-identify such data.

5.4 Representations

You represent and warrant that:

• you have all rights, consents, authorizations, and licenses necessary to upload Customer Data and to grant the licenses set forth in Section 5.3;
• Customer Data, and our Processing of it as contemplated by these Terms, does not and will not infringe, misappropriate, or violate any third-party intellectual-property, privacy, publicity, or other right, or violate any applicable law;
• where Customer Data includes personal data of any individual other than you, you have provided all required notices and obtained all required consents for such Processing.

5.5 No Sensitive Data

You agree not to upload to the Service any “protected health information” as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), data subject to the Payment Card Industry Data Security Standard beyond what Stripe processes on our behalf, classified or controlled information subject to U.S. or foreign export controls, biometric identifiers, or data of children under the age of thirteen (13). The Service is not designed or intended to handle such data, and ExpenseGhost will have no liability arising from your submission of any such data in violation of this Section.

6. Acceptable Use

You agree not to use the Service to:

• violate any applicable federal, state, local, or foreign law or regulation;
• infringe, misappropriate, or violate any intellectual-property, privacy, publicity, or other right of any third party;
• upload or transmit any malicious code, malware, or material that is unlawful, harmful, defamatory, obscene, harassing, or threatening;
• attempt to gain unauthorized access to the Service, other accounts, or any related systems or networks;
• engage in fraudulent activity, including by misrepresenting your identity or the source of any data;
• harass, abuse, or harm another person, group, or entity;
• engage in screen scraping, automated harvesting, or any form of data mining outside our authorized APIs;
• reverse engineer, modify, or otherwise tamper with the Service in violation of Section 4.2;
• interfere with the integrity, security, or performance of the Service or any data contained therein;
• use the Service to make decisions producing legal or similarly significant effects without independent human review.

We reserve the right to investigate suspected violations and to suspend or terminate accounts in accordance with Section 18.

7. Subscriptions, Fees, and Billing

7.1 Subscription Plans

The Service is offered on a subscription basis. The features, usage limits, and fees applicable to each plan (collectively, “Fees”) are set forth on our pricing page or in an applicable order form. Unless otherwise stated, all Fees are quoted and payable in U.S. Dollars and are exclusive of taxes.

7.2 Payment

You authorize us, through our third-party payment processor (Stripe), to charge the payment method you designate for all Fees due under your subscription, including any recurring renewal Fees. You represent and warrant that you have the legal right to use the payment method you provide and that the information you supply is accurate. If your payment method is declined, expires, or is otherwise unable to process a payment, we may suspend or terminate your access until payment is made.

7.3 Automatic Renewal

Your subscription will automatically renew at the end of each billing period (monthly or annually, as applicable) at the then-current rates and on the same payment method, unless you cancel your subscription before the renewal date by using the in-product cancellation tool or by contacting support@expenseghost.app. You may cancel at any time, and your cancellation will take effect at the end of the then-current billing period. We provide automatic-renewal disclosures, cancellation instructions, and renewal reminders consistent with applicable laws governing automatic-renewal subscriptions, including the California Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600 et seq.) and the federal Restore Online Shoppers’ Confidence Act (15 U.S.C. § 8401 et seq.).

7.4 Free Trials and Promotional Offers

If your subscription begins with a free trial or promotional period, you must cancel before the end of that period to avoid being charged. Free trials and promotional offers may be subject to additional terms disclosed at the time of the offer, are limited to one per customer (and one per household) unless otherwise stated, and cannot be combined with other offers.

7.5 Price Changes

We may change the Fees for any subscription. For monthly subscriptions, changes will take effect upon the next renewal following at least thirty (30) days’ notice. For annual subscriptions, changes will take effect upon the next annual renewal following at least thirty (30) days’ notice. If you do not agree to the new Fees, you may cancel your subscription before the change takes effect.

7.6 Taxes

Fees are exclusive of all taxes, levies, duties, and similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases, except for taxes based on our net income. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.7 Refunds

Except where required by applicable law, all Fees are non-refundable. We do not prorate Fees or provide refunds for partial billing periods, unused features, or accounts terminated for breach.

7.8 Disputed Charges

You must notify us in writing within sixty (60) days of any charge you believe to be incorrect or unauthorized; failure to do so within such period waives your right to dispute the charge.

8. Bank-Account Aggregation; Plaid

Where you elect to connect a financial account through Plaid Inc. (“Plaid”), your use of Plaid is subject to the Plaid End User Privacy Policy and Plaid’s end-user terms, available at plaid.com/legal. By connecting an account through Plaid, you authorize Plaid to access information regarding the connected account on your behalf and to transmit it to ExpenseGhost for the purposes described in our Privacy Policy. We do not receive or store your bank login credentials.

You are solely responsible for ensuring that you have authority to connect the accounts you connect, for reviewing the data imported, and for promptly disconnecting any account that should no longer be linked. We are not responsible for the accuracy, timeliness, or completeness of data provided by Plaid or by your financial institution, for changes in connectivity caused by your institution, or for any consequence of your decision to connect or disconnect an account.

9. Payment Processing; Stripe

Payment processing is provided by Stripe Payments Company and its affiliates (“Stripe”) and is subject to Stripe’s terms and policies, available at stripe.com/legal. By providing payment information, you agree that Stripe is authorized to charge, debit, or credit your designated payment method as instructed by you or by us consistent with these Terms. We are not responsible for the acts or omissions of Stripe or for the availability of any payment method.

10. Artificial Intelligence Features

Certain features of the Service rely on machine-learning models and other automated systems to extract data from receipts, classify transactions, suggest categories and tax treatments, summarize content, and generate exports (collectively, “AI Output”). You acknowledge and agree that:

• AI Output is generated probabilistically and may contain errors, omissions, hallucinations, or inaccuracies, including miscategorizations, incorrect dates or amounts, and incorrect tax treatments;
• AI Output is provided for your convenience and as a starting point, and should not be relied upon as accurate without independent human review;
• You are solely responsible for reviewing, verifying, correcting, and validating any AI Output before relying on it for any business, financial, accounting, tax, or legal purpose;
• We continuously update and may change the underlying models without notice, and outputs generated for the same input at different times may differ;
• We do not warrant that AI Output is fit for any particular purpose, suitable as evidence of any tax position, or sufficient to satisfy any recordkeeping or substantiation obligation under applicable law.

11. Tax Features & Disclaimers

11.1 Not a Tax Preparer; Not Tax, Legal, or Financial Advice

ExpenseGhost is a technology platform that provides expense tracking, categorization, and estimated tax calculations. ExpenseGhost is not a tax preparer, tax return preparer, enrolled agent, certified public accountant, attorney, or registered tax professional in any jurisdiction. ExpenseGhost does not hold a Preparer Tax Identification Number (PTIN), does not prepare federal or state tax returns, does not sign returns, does not e-file returns, and does not represent users before the Internal Revenue Service or any state, local, or foreign tax authority.

ExpenseGhost does not provide tax, legal, accounting, investment, or other professional advice. All tax calculations, deduction estimates, and category suggestions provided by ExpenseGhost are approximate, simplified estimates for informational and bookkeeping purposes only. You must consult a licensed tax professional before making any filing, payment, or planning decision in reliance on any output of the Service.

11.2 Filing Is Your Responsibility

• ExpenseGhost produces tax-ready exports (Schedule C, Form 1065, Form 1120-S, and Form 1120 summaries) that you or your licensed tax professional use when preparing and filing returns;
• You are solely responsible for selecting, engaging, and paying any tax professional you choose to prepare or file your returns;
• You are solely responsible for reviewing all exports, verifying that the underlying expenses and categorizations are accurate and complete, and for the accuracy and completeness of any return filed;
• ExpenseGhost does not facilitate, intermediate, or participate in the preparation or filing of returns on your behalf.

11.3 Estimated Tax Calculations

• Quarterly tax estimates use simplified calculation methods and may differ significantly from your actual tax liability;
• Estimates do not account for all deductions, credits, exemptions, or your complete financial situation;
• Federal tax estimates for pass-through entities use single-filer brackets and do not reflect your actual filing status;
• State tax estimates use simplified flat rates, not graduated brackets;
• You should not rely solely on ExpenseGhost estimates for making tax payments.

11.4 Expense Categorization

• AI-powered expense categorization is a suggestion, not a determination of deductibility;
• You are responsible for ensuring expenses qualify as legitimate business deductions;
• The Internal Revenue Code requires adequate documentation (receipts, business purpose, etc.) for all deductions;
• Default deductibility percentages may not apply to your specific situation.

11.5 Limitation of Liability for Tax Features

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPENSEGHOST SHALL NOT BE LIABLE FOR ANY TAX PENALTIES, INTEREST, ADDITIONAL TAX ASSESSMENTS, AUDIT COSTS, PROFESSIONAL FEES, OR OTHER COSTS ARISING FROM YOUR USE OF OR RELIANCE ON EXPENSEGHOST'S TAX ESTIMATES, EXPENSE CATEGORIZATION, EXPORTS, OR DEDUCTION CALCULATIONS. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF YOUR TAX FILINGS.

12. Intellectual Property

12.1 Our Rights

The Service, including all software, designs, text, graphics, images, video, audio, data compilations, machine-learning models, prompts, fine-tunings, datasets, code, algorithms, methodologies, documentation, look-and-feel, trademarks, service marks, trade dress, and all derivatives, modifications, and improvements thereof (collectively, “Service IP”), are and will remain the exclusive property of ExpenseGhost and its licensors. All rights not expressly granted to you under these Terms are reserved.

12.2 Trademarks

“ExpenseGhost,” the ExpenseGhost logo, and any other ExpenseGhost names, logos, taglines, product names, and service names are trademarks of ExpenseGhost Labs, Inc. You may not use these marks without our prior written consent. All other trademarks appearing on the Service are the property of their respective owners.

12.3 Feedback

If you provide ExpenseGhost with any suggestions, comments, ideas, improvements, feature requests, or other feedback relating to the Service (collectively, “Feedback”), you hereby grant ExpenseGhost a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without any obligation of attribution, accounting, or compensation. You waive all moral rights in Feedback to the maximum extent permitted by applicable law.

13. Digital Millennium Copyright Act (DMCA) Notice

We respect the intellectual-property rights of others and expect users to do the same. If you believe that material available on or through the Service infringes a copyright you own or control, you may submit a notification pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512, by providing our designated agent with the following information in writing:

• a physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed copyright;
• identification of the copyrighted work claimed to have been infringed;
• identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate the material;
• your contact information, including address, telephone number, and email address;
• a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or law;
• a statement, made under penalty of perjury, that the information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Designated DMCA Agent: dmca@expenseghost.app; ExpenseGhost Labs, Inc., DMCA Agent, c/o Legal Department.

We may, in our sole discretion, terminate the accounts of users who are repeat infringers.

14. Privacy

Your privacy is important to us. Our collection, use, and disclosure of personal data in connection with the Service is described in our Privacy Policy, which is incorporated by reference into these Terms. Where we Process personal data on behalf of an organization Customer that has executed a Data Processing Addendum with us, that addendum shall apply.

15. Communications; SMS and Email Consent

15.1 Electronic Communications

By creating an account, you consent to receive communications from us electronically, including by email and through in-product notification. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing and that they constitute legally effective notice.

15.2 SMS and Telephone Communications

If you provide us with a mobile telephone number and opt in to receive text messages (SMS or MMS), you expressly consent to receive recurring messages from us or our service providers using an automatic telephone dialing system or prerecorded voice, for the purposes of authentication, account notifications, transactional alerts, and, where you separately opt in, marketing. Standard message and data rates may apply. Consent is not a condition of any purchase. You may opt out at any time by replying STOP to any message or by contacting support@expenseghost.app. The frequency of messages varies with the nature of the activity in your account. We comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227, the CAN-SPAM Act, 15 U.S.C. §§ 7701–7713, and applicable state and federal communications laws.

16. Service Availability; Beta Features

16.1 Availability

We strive to keep the Service available and operate it consistent with industry standards. We do not guarantee any minimum level of availability except where set forth in a separate written service-level agreement signed by an authorized officer of ExpenseGhost. Scheduled and emergency maintenance, third-party outages, and factors outside our reasonable control may interrupt the Service from time to time.

16.2 Modifications

We may add, modify, deprecate, suspend, or discontinue any feature, integration, API, or other portion of the Service at any time, in our sole discretion. We will use commercially reasonable efforts to provide advance notice of material changes that adversely affect Customers, except where notice is impractical for security or legal reasons.

16.3 Beta and Early-Access Features

From time to time, we may make available pre-release, alpha, beta, evaluation, early-access, preview, experimental, or similar features (collectively, “Beta Features”). Beta Features are provided “AS IS” and “AS AVAILABLE,” without any warranty, indemnity, or service-level commitment, and may be modified or discontinued at any time without notice. Your use of any Beta Feature is at your own risk, and ExpenseGhost shall have no liability arising out of or in connection with any Beta Feature.

16.4 Support

Customer support is generally provided via email and in-product chat during business hours. Response times vary with subscription tier. We do not guarantee resolution of any specific issue within any particular timeframe.

17. Third-Party Services and Content

The Service may permit you to integrate, link to, or otherwise interact with services, applications, websites, content, or information provided by third parties (collectively, “Third-Party Services”), including Plaid, Stripe, Anthropic, identity providers, accounting platforms, and others. Your use of any Third-Party Service is governed by the terms and privacy policies of that third-party provider, which we encourage you to review. We are not responsible for, and expressly disclaim all liability arising from, Third-Party Services, including their availability, accuracy, content, or any consequence of your use of them. The inclusion of any link or integration does not constitute endorsement.

18. Suspension and Termination

18.1 Termination by You

You may terminate your subscription at any time by using the in-product cancellation tool or by contacting support@expenseghost.app. Termination will take effect at the end of the then-current billing period, and you will retain access through that date. We do not provide refunds for unused portions of any prepaid period.

18.2 Suspension and Termination by Us

We may suspend, restrict, or terminate your account or access to all or any portion of the Service, with or without notice, if we determine in good faith that:

• you have breached these Terms or any policy incorporated by reference;
• your account is overdue or your payment method cannot be charged;
• your account or use of the Service poses a security, legal, or operational risk to ExpenseGhost, other users, or any third party;
• continued provision is prohibited by law or by the order of a competent authority;
• you are subject to bankruptcy, insolvency, or analogous proceedings; or
• you have engaged in conduct that, in our reasonable judgment, justifies suspension or termination.

We may also terminate any free or trial subscription, or any Beta Feature, at any time without cause.

18.3 Effect of Termination

Upon termination, your right to access and use the Service will cease immediately. We will, for a period of thirty (30) days following termination (or such longer period as required by law), permit you to export Customer Data through the in-product export tools. Following the expiration of that period, we may delete Customer Data from production systems in the ordinary course of business and consistent with our Privacy Policy; we have no obligation to retain Customer Data thereafter. Sections that by their nature are intended to survive termination shall survive, including Sections 4 (Restrictions), 5 (Customer Data), 7 (outstanding Fees), 10 (AI Features), 11 (Tax Disclaimers), 12 (Intellectual Property), 19 (Disclaimers), 20 (Limitation of Liability), 21 (Indemnification), 23 (Dispute Resolution), 24 (Class Waiver), 25 (Jury Waiver), and 28 (Miscellaneous).

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE, AND ALL AI OUTPUT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. EXPENSEGHOST AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (COLLECTIVELY, THE “EXPENSEGHOST PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, SECURITY, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

WITHOUT LIMITING THE FOREGOING, THE EXPENSEGHOST PARTIES DO NOT WARRANT THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS; (iii) DATA STORED ON OR TRANSMITTED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS; (iv) ANY ERRORS WILL BE CORRECTED; OR (v) ANY AI OUTPUT, TAX ESTIMATE, CATEGORIZATION, OR EXPORT WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE.

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the exclusions set forth above may not apply to you.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE EXPENSEGHOST PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OR INACCURACY OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, TAX PENALTIES OR INTEREST, OR ANY SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF AN EXPENSEGHOST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE EXPENSEGHOST PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (i) THE TOTAL FEES PAID OR PAYABLE BY YOU TO EXPENSEGHOST FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (ii) ONE HUNDRED U.S. DOLLARS ($100.00).

The limitations of liability set forth in this Section apply (a) regardless of the form of action, whether in contract, warranty, tort (including negligence), strict liability, or otherwise; (b) even if a remedy fails of its essential purpose; and (c) cumulatively across all claims.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, the EXPENSEGHOST PARTIES’ liability is limited to the maximum extent permitted by law.

21. Indemnification

You agree to defend, indemnify, and hold harmless the ExpenseGhost Parties from and against any and all claims, demands, suits, proceedings, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Service; (ii) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates the rights of any third party; (iii) your violation of these Terms or any policy incorporated by reference; (iv) your violation of any applicable law or any rights of a third party; (v) your acts or omissions in connection with your tax filings, financial reporting, or business operations, including your reliance on AI Output, tax estimates, or exports; or (vi) any dispute between you and any other user, organization, or third party.

We will provide you with prompt written notice of any claim subject to indemnification, give you sole control over the defense and settlement of the claim (provided that we may participate in the defense at our own expense and that no settlement may impose any non-monetary obligation on us without our prior written consent), and provide reasonable cooperation at your expense.

22. Compliance with Law; Export Controls; Anti-Corruption

You will comply with all applicable laws and regulations in connection with your use of the Service, including those relating to privacy, data protection, intellectual property, consumer protection, taxation, financial services, anti-money-laundering, economic sanctions, export controls, and anti-corruption.

The Service is subject to the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774), the U.S. economic sanctions administered by OFAC, and other applicable export and sanctions laws. You represent and warrant that you, your organization, your beneficial owners, and your authorized users are not (i) located in or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, or (ii) listed on any prohibited or restricted-party list maintained by the U.S. government or any other relevant authority. You will not access, download, export, re-export, transfer, or otherwise use the Service in violation of any applicable export, sanctions, or anti-corruption law, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.) and the U.K. Bribery Act 2010.

23. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND EXPENSEGHOST TO RESOLVE MOST DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT. IT ALSO LIMITS THE TIME YOU HAVE TO BRING A CLAIM.

23.1 Informal Resolution

Before commencing any formal proceeding, you agree to first contact us at legal@expenseghost.app with a written description of the dispute, your contact information, the relief you seek, and a copy of any supporting documentation. The parties will then attempt in good faith to resolve the dispute informally for a period of at least sixty (60) days from the date of the notice. Neither party may commence formal proceedings until this informal-resolution period has elapsed, and any applicable statute of limitations and contractual limitations period will be tolled during this period.

23.2 Agreement to Arbitrate

Subject to the carve-outs in Section 23.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or any aspect of the relationship between you and ExpenseGhost, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (collectively, a “Dispute”), shall be resolved by binding individual arbitration. The parties expressly waive the right to a trial by jury or to participate in a class action, except as set forth below.

23.3 Arbitration Procedure

The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for claims of $250,000 or more), available at jamsadr.com/rules, as modified by these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat and place of arbitration shall be Wilmington, Delaware, but the arbitrator may permit the parties to participate remotely or by written submissions and, for claims under $25,000, may resolve the matter on the basis of written submissions alone unless either party requests a hearing. The arbitrator shall apply the substantive law of the State of Delaware (excluding its conflict-of-laws rules) and shall have exclusive authority to resolve any Dispute, including the validity, enforceability, scope, or formation of this arbitration agreement. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this arbitration agreement.

23.4 Costs of Arbitration

The party initiating arbitration shall pay the initial filing fee. Each party will bear its own attorneys’ fees and expenses, except as may be awarded by the arbitrator under applicable law. For consumer claims under $10,000, ExpenseGhost will, upon written request, pay all administrative and arbitrator fees in excess of the equivalent court filing fee, except where the arbitrator determines the claim was frivolous or brought for an improper purpose.

23.5 Carve-Outs

The following claims are not subject to mandatory arbitration:

• claims that may be brought in a small-claims court of competent jurisdiction, so long as the action remains in small-claims court and is brought on an individual (non-class) basis;
• claims for injunctive or other equitable relief seeking to stop unauthorized use or abuse of the Service or infringement of intellectual-property rights;
• claims that, by applicable law, may not be subject to mandatory pre-dispute arbitration.

23.6 Coordinated Proceedings

If twenty-five (25) or more substantially similar arbitration demands are filed against ExpenseGhost by or with the assistance of the same law firm or coordinated group of law firms within a sixty (60) day period, the demands shall be administered in coordinated batches of up to fifty (50) claimants each. Each batch shall proceed before a single arbitrator and only upon completion of one batch shall the next batch commence. The parties shall work in good faith with the administrator to implement this batch-arbitration protocol so as to reduce administrative cost while preserving the parties’ rights to individualized adjudication.

23.7 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@expenseghost.app within thirty (30) days of the date you first accept these Terms. The notice must include your full name, mailing address, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

23.8 Time Limit

Any Dispute must be commenced within one (1) year after the cause of action accrues; otherwise, such Dispute is permanently barred, except where applicable law prohibits a contractually shortened limitations period, in which case the longest period permitted by law shall apply.

23.9 Severability

If any portion of this Section 23 is found unenforceable or unlawful, that portion shall be severed and the remainder enforced. If the Class Action Waiver in Section 24 is found unenforceable, then the entirety of this arbitration agreement shall be null and void, but no other portion of these Terms.

24. Class Action Waiver

YOU AND EXPENSEGHOST AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. UNLESS BOTH YOU AND EXPENSEGHOST AGREE OTHERWISE IN WRITING, NEITHER THE ARBITRATOR NOR ANY COURT MAY CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

25. Jury Trial Waiver

YOU AND EXPENSEGHOST EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

26. Governing Law and Forum

These Terms and any non-arbitrable Dispute are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration agreement in Section 23, the parties agree that the state and federal courts located in Wilmington, Delaware shall have exclusive jurisdiction over any Dispute, and the parties consent to personal jurisdiction in those courts and waive any objection to venue, including on the basis of forum non conveniens.

27. Force Majeure

Neither party will be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, fires, floods, earthquakes, severe weather, epidemics, pandemics, war, terrorism, civil unrest, governmental action, embargoes, sanctions, labor disputes, denial-of- service attacks, third-party service outages, electrical or telecommunications failures, or supply-chain disruptions (each a “Force Majeure Event”). The affected party will use commercially reasonable efforts to mitigate the impact of the Force Majeure Event.

28. Miscellaneous

28.1 Entire Agreement

These Terms, together with our Privacy Policy, Subprocessors list, and any order forms, addenda, or supplemental terms expressly incorporated by reference, constitute the entire agreement between you and ExpenseGhost regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, regarding the same.

28.2 Order of Precedence

In the event of a conflict between these Terms and any incorporated document, the following order of precedence applies, in descending order of priority: (i) any individually negotiated written agreement signed by an authorized officer of ExpenseGhost; (ii) the applicable order form; (iii) any Data Processing Addendum; (iv) these Terms; and (v) the Privacy Policy and Subprocessors list.

28.3 Amendments

We may modify these Terms from time to time. If we make material changes, we will provide notice by email to the address associated with your account or through prominent in-product notice at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the changes, you must stop using the Service and may cancel your subscription as set forth in Section 18.1.

28.4 Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Section is void. ExpenseGhost may assign these Terms in whole or in part, including to an affiliate or in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law, without notice or consent.

28.5 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remaining provisions shall remain in full force and effect.

28.6 No Waiver

No waiver of any provision or right under these Terms is effective unless in writing and signed by the waiving party. The failure or delay of either party to exercise any right or remedy will not constitute a waiver of that right or remedy.

28.7 No Agency

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other’s behalf.

28.8 Third-Party Beneficiaries

Except as expressly set forth in these Terms (including with respect to the ExpenseGhost Parties’ rights to disclaim warranties, limit liability, and receive indemnification), there are no third-party beneficiaries to these Terms.

28.9 Equitable Relief

You acknowledge that any breach of Sections 4 (Restrictions), 5 (Customer Data representations), 6 (Acceptable Use), 12 (Intellectual Property), or 22 (Export Controls) may cause irreparable harm to ExpenseGhost for which monetary damages would be inadequate. Accordingly, ExpenseGhost shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the necessity of posting bond or other security, in addition to all other available remedies.

28.10 Notices

Notices to ExpenseGhost must be sent by email to legal@expenseghost.app. Notices to you may be provided by email to the address associated with your account, by in-product notification, or by posting to the Service. Notices are deemed given when sent (for email or in-product notice) or when posted (for posted notices). You are responsible for keeping your contact information current.

28.11 Headings; Construction

Headings are for convenience only and do not affect interpretation. The words “include” and “including” are not limiting. Each party has had the opportunity to review these Terms with counsel, and no rule of construction shall apply against either party as the drafter.

28.12 Electronic Signatures

These Terms may be accepted electronically. The parties agree that electronic signatures, click-through assent, and electronic records satisfy any requirement of writing or signature under applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and the Uniform Electronic Transactions Act.

28.13 U.S. Government End Users

The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Use, duplication, or disclosure by the U.S. Government is subject solely to the rights granted under these Terms.

28.14 Apple App Store and Google Play Additional Terms

If you access the Service through an application obtained from the Apple App Store or Google Play, you acknowledge that these Terms are between you and ExpenseGhost only, and not with Apple Inc. or Google LLC, and that the platform operator has no obligation to furnish maintenance, support, or warranty services with respect to the application. Apple and Google are third-party beneficiaries of these Terms with respect to your use of the application solely for the limited purpose of enforcing these Terms against you.

29. Contact Information

For questions about these Terms or to provide notices required hereunder:

General inquiries: hello@expenseghost.app

Legal notices: legal@expenseghost.app

Privacy requests: privacy@expenseghost.app

Security: security@expenseghost.app

DMCA notices: dmca@expenseghost.app

Company: ExpenseGhost Labs, Inc.