Terms of Service

These Terms of Service (these "Terms") govern access to and use of the website at helmcfo.com (the "Website") and the Helm software platform and related services (the "Service"), provided by Helm CFO Inc., a Delaware corporation ("Helm," "we," "us," or "our"). These Terms also serve as the end-user license agreement for the Service.

By creating an account, clicking to accept, or accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

"You" and "your" mean the person using the Service. If you use the Service on behalf of a company or other entity, "you" means both you and that entity, and you represent and warrant that you are authorized to bind that entity to these Terms.

Section 1What the Service Is — and What It Is Not

Helm provides software that connects to your accounting, billing, and other business systems, reads the data those systems already contain, analyzes it, and produces financial reporting, forecasting, analysis, narrative explanation, and recommendations, including through artificial intelligence. The Service is read-only with respect to your connected systems: it never creates, modifies, or deletes records in them, and it never categorizes or re-categorizes your transactions.

Please understand the following, which are fundamental conditions of your use of the Service:

• Helm is not a licensed public accounting firm. We are not a CPA firm. We do not perform audits, reviews, compilations, attestations, or any other engagement governed by professional accounting standards, and nothing we provide constitutes an audit opinion or assurance of any kind.
• Helm does not provide tax advice or tax preparation services. We are not your tax preparer or tax advisor. Nothing in the Service is a substitute for advice from a qualified tax professional, and no output should be relied on for the preparation or filing of any tax return.
• Helm is not a law firm and does not provide legal advice.
• Helm is not a registered investment adviser, broker-dealer, or financial planner. Nothing in the Service is investment advice, a recommendation to buy or sell any security, or an offer or solicitation of any kind.
• Helm is not a bank, money transmitter, or payment institution, and does not hold, custody, or transmit your funds.
• The Service is a tool, not a professional engagement. Output is informational. You remain solely responsible for your books, records, filings, financial statements, disclosures, and business decisions, and for engaging qualified professionals where appropriate.

If you describe the Service as a "fractional CFO" or an "AI CFO," that describes a category of software-assisted financial support. It does not create a fiduciary relationship, a professional engagement, or an accountant-client or advisor-client relationship between you and Helm.

Section 2Eligibility and Accounts

2.1 Eligibility. You must be at least 18 years old and legally able to enter into a binding contract. The Service is intended for business use, not personal, family, or household use.

2.2 Registration. You agree to provide accurate, current, and complete registration information and to keep it updated.

2.3 Account security. You are responsible for all activity under your account and for keeping your credentials confidential. Do not share credentials or permit unauthorized access. Notify us immediately at security@helmcfo.com if you suspect unauthorized access.

2.4 Authorized Users. You may permit your employees, contractors, and advisors ("Authorized Users") to access the Service under your account, subject to your subscription limits. You are responsible for your Authorized Users' compliance with these Terms and for all activity they conduct, including activity by any advisor, bookkeeper, accountant, board member, or investor you invite. You must promptly remove access for anyone who should no longer have it.

2.5 Organization control. The entity that owns an account, acting through its administrators, controls the account, its data, and its user permissions. If a dispute arises between individuals about who controls an account, we may rely on the instructions of the entity of record and are not obligated to resolve such disputes.

Section 3License and Restrictions

3.1 License to you. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during your subscription term.

3.2 Restrictions. You may not, and may not permit anyone else to:

• copy, modify, translate, or create derivative works of the Service;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, algorithms, models, prompts, or ideas underlying the Service, except to the extent this restriction is prohibited by applicable law;
• rent, lease, lend, sell, sublicense, resell, distribute, or make the Service available to any third party, or use it to provide a service bureau, hosting, or outsourcing offering;
• access the Service to build, train, or improve a competing product or service, or to benchmark it for publication without our written consent;
• use any robot, scraper, crawler, bot, or automated means to access, extract, or index the Service, other than through APIs we make available for that purpose;
• circumvent, disable, or interfere with authentication, rate limits, usage limits, security features, or content protections;
• probe, scan, or test the vulnerability of the Service or any related system, or breach or circumvent any security or authentication measure, except under a written authorization from us;
• introduce viruses, worms, malicious code, or anything designed to disrupt, damage, or gain unauthorized access to the Service or any system or data;
• interfere with or unreasonably burden the Service or the infrastructure supporting it, or interfere with any other customer's use;
• remove, obscure, or alter any proprietary notice, trademark, or attribution in the Service;
• use the Service to violate any law or regulation, to infringe any third party's rights, or for any fraudulent, deceptive, harassing, or unlawful purpose;
• upload data you do not have the right to upload, or data you are contractually or legally prohibited from disclosing to us;
• use the Service to make credit, lending, employment, insurance, housing, or similar eligibility decisions about any individual, or in any manner that would make us a consumer reporting agency under the Fair Credit Reporting Act or a similar law; or
• misrepresent output from the Service as an audited financial statement, a professional opinion, a tax filing position prepared by a professional, or the work product of a licensed accountant.

3.3 Reservation of rights. All rights not expressly granted are reserved. The Service is licensed, not sold.

Section 4Fees, Billing, and Cancellation

4.1 Fees. Fees for the Service are as stated on our pricing page or in an order form or written agreement between us. Unless stated otherwise, fees are in US dollars and exclusive of taxes.

4.2 Payment. Subscription fees are charged in advance on the recurring cycle you select (monthly or annual). By providing a payment method, you authorize us and our payment processor to charge it for all fees as they become due. If a charge fails, we may retry it and may suspend the Service until payment is received.

4.3 Automatic renewal. Your subscription renews automatically at the end of each billing cycle at the then-current rate, unless you cancel before the cycle ends. We will provide advance notice of a renewal price increase.

4.4 Cancellation. You may cancel at any time in your account settings or by emailing support@helmcfo.com. Cancellation takes effect at the end of the current billing period. You retain access until then.

4.5 Refunds. Fees are non-refundable except where required by law, in the case of a billing error, or where we agree otherwise in writing. Partial periods and unused capacity are not refundable or creditable.

4.6 Taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our net income. If we are required to collect a tax, we will add it to your invoice.

4.7 Late amounts. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and you are responsible for reasonable costs of collection.

4.8 Free trials and free plans. We may offer free trials or free tiers. We may modify or discontinue them at any time. Unless you cancel before a trial ends, your subscription will convert to a paid plan and your payment method will be charged.

4.9 Changes to fees. We may change our fees. For subscription customers, changes apply at the start of your next billing cycle following at least 30 days' notice.

Section 5Third-Party Integrations

5.1 You authorize the connection. The Service is designed to connect to third-party services you use, including QuickBooks Online, Xero, Puzzle, Stripe, and others ("Third-Party Services"). By connecting a Third-Party Service, you instruct and authorize us to access, retrieve, store, and process data from it on your behalf. You represent that you have all rights and authority necessary to grant that authorization.

5.2 QuickBooks Online and Intuit. Intuit Inc. and its affiliates are independent third parties, not our partners, agents, or joint venturers, and are not parties to these Terms. Your use of QuickBooks Online is governed solely by your own agreement with Intuit. We are not responsible for QuickBooks Online, for its availability, accuracy, completeness, or performance, or for any act or omission of Intuit. Intuit may change, restrict, suspend, or terminate its APIs or our access to them at any time, which may degrade or disable Service features, and we are not liable for the consequences. If our access to Intuit's APIs terminates, we may discontinue the affected functionality without liability to you.

5.3 Read-only access. The Service is read-only with respect to Third-Party Services. We never create, modify, or delete records in a connected system, and we never categorize or re-categorize your transactions. Your books and records remain exactly as your source systems and your accountant maintain them. Because the Service only reads your data, the accuracy of its Output depends on the accuracy and completeness of the records in your connected systems, and you remain responsible for maintaining those records, including your own backups and audit trail.

5.4 Third-Party Services generally. Your use of any Third-Party Service is governed by your agreement with its provider. We do not control Third-Party Services, do not endorse them, and are not responsible for their content, security, availability, accuracy, or practices. Data we retrieve is only as accurate as the source. If a Third-Party Service supplies incomplete, stale, or erroneous data, the Service's output will reflect that.

5.5 Third-party beneficiaries. Our third-party API providers, including Intuit, are intended third-party beneficiaries of the disclaimers and limitations of liability in Sections 13, 14, and 15 to the extent those provisions relate to their services and data.

Section 6Your Data

6.1 Ownership. You retain all right, title, and interest in and to the data, documents, records, files, and other content you or your Authorized Users provide to the Service, or that we retrieve from Third-Party Services on your authorization ("Customer Data"). We claim no ownership of it.

6.2 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, analyze, and create derivative works of Customer Data solely as necessary to provide, secure, support, and maintain the Service for you, and as otherwise permitted by these Terms and our Privacy Policy. This license terminates when we delete Customer Data as described in our Privacy Policy.

6.3 Your responsibilities and representations. You represent and warrant that you have all rights, consents, and authority necessary to provide Customer Data to us and to authorize our processing of it, and that doing so does not violate any law, regulation, contract, or third-party right. You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it. Where Customer Data includes personal information about individuals, you are the controller of that information and we act as your processor or service provider.

6.4 Privacy and data processing. Our handling of information is described in our Privacy Policy, which is incorporated into these Terms. Customers who require a Data Processing Addendum may request one at privacy@helmcfo.com.

6.5 Model training. We do not use Customer Data to train, fine-tune, or improve any general-purpose or publicly available AI model, and we contract with our AI providers to prohibit them from doing so. We may use aggregated and de-identified data that does not identify you, your company, or any individual to operate, secure, and improve the Service.

6.6 Aggregated data. We may generate and use aggregated and de-identified data derived from use of the Service — including benchmarks and statistical analyses — for any lawful business purpose, provided it does not identify you, your company, or any individual and cannot reasonably be used to do so.

6.7 Backups and export. You are responsible for maintaining your own copies of records you need to retain. While we maintain backups for our own operational resilience, we are not a system of record and do not guarantee that we can restore Customer Data. Export functionality is available within the Service, and for 30 days after termination as described in Section 12.4.

Section 7AI-Generated Output

7.1 How it works. The Service uses large language models and other machine learning systems to generate analysis, summaries, narrative, forecasts, and recommendations ("Output").

7.2 Output can be wrong. AI systems are probabilistic. Output may be inaccurate, incomplete, internally inconsistent, out of date, or entirely fabricated, and may appear confident while being wrong. Output may also be similar or identical to output generated for other users from similar inputs.

7.3 You must review Output before relying on it. You are solely responsible for evaluating Output for accuracy, completeness, and suitability, and for verifying it against your source records, before using it for any purpose — including preparing financial statements, closing a period, making a filing, reporting to a board, investor, or lender, valuing your business, or making any operational, financial, hiring, or fundraising decision. Do not use Output as the sole basis for any decision with material financial, legal, tax, or regulatory consequences. Where the stakes warrant it, obtain review from a qualified professional.

7.4 No warranty on Output. We make no representation or warranty that Output is accurate, complete, current, compliant with GAAP or any other accounting framework, or fit for any purpose.

7.5 Output rights. Subject to your payment of fees and compliance with these Terms, you may use Output for your internal business purposes. We do not claim ownership of Output as it relates to your Customer Data. You may not represent Output as having been prepared, reviewed, or certified by a licensed accountant, auditor, or tax professional.

7.6 Human involvement. Some features may include review or input from Helm personnel or contractors. Unless a separate written engagement letter says otherwise, such involvement does not constitute a professional engagement and does not change Section 1.

Section 8Our Intellectual Property

The Service, the Website, and all software, models, prompts, algorithms, designs, user interfaces, text, graphics, documentation, and other materials in them, and all intellectual property rights in them, are and remain the exclusive property of Helm and its licensors. "Helm," the Helm logo, and related names and marks are our trademarks. Other marks appearing in the Service belong to their owners. Nothing in these Terms transfers any of our intellectual property to you.

Section 9Feedback

If you send us suggestions, ideas, feature requests, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it for any purpose without restriction, attribution, or compensation. You are not required to provide feedback.

Section 10Confidentiality

Each party may receive non-public information of the other that is designated confidential or that reasonably should be understood to be confidential ("Confidential Information"). Customer Data is your Confidential Information. The Service, its non-public features, our pricing not published publicly, and our security and technical documentation are our Confidential Information.

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by comparable confidentiality obligations. Confidential Information does not include information that is or becomes public without breach, was already known to the recipient without obligation, is independently developed without use of the other's Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where legally compelled, provided it gives prompt notice where lawful and practicable and cooperates in seeking protective treatment.

Section 11Modifications to the Service

We may modify, add, or discontinue features of the Service. We will not materially reduce the core functionality of a paid subscription during its then-current term without notice. If we discontinue the Service entirely, we will give you at least 30 days' notice and refund any prepaid, unused fees for the remainder of your term.

We may release features labeled beta, preview, or early access. These are provided as-is, without warranty or support, may be changed or withdrawn at any time, and are excluded from any service commitment.

Section 12Term, Suspension, and Termination

12.1 Term. These Terms apply from your first use of the Service until terminated.

12.2 Termination by you. You may terminate at any time by cancelling your subscription and ceasing use of the Service, as described in Section 4.4.

12.3 Termination or suspension by us. We may suspend or terminate your access, in whole or in part:

• immediately, if you materially breach these Terms and, for breaches capable of cure, fail to cure within 10 days of notice;
• immediately and without notice, if your use poses a security risk, may harm us, our other customers, or any third party, may expose us to liability, or appears fraudulent or unlawful;
• immediately, if your account is more than 30 days past due;
• immediately, if required by law, by a regulator, or by a third-party provider whose services are necessary to operate the Service; or
• for convenience on 30 days' notice, in which case we will refund any prepaid, unused fees.

Where practicable, we will notify you before suspending and will limit the suspension in scope and duration.

12.4 Effect of termination. Your license and access end. Fees accrued before termination remain payable. For 30 days after termination, you may export Customer Data using the Service's export functionality or by request. After that, we will delete Customer Data as described in our Privacy Policy. We recommend exporting before you terminate.

12.5 Survival. Sections 1, 3.2, 3.3, 6.1, 6.5, 6.6, 7, 8, 9, 10, 12.4, 12.5, 13, 14, 15, 16, 18, and 19 survive termination, along with any other provision that by its nature should survive.

Section 13Disclaimers

THE SERVICE, THE WEBSITE, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HELM AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND LICENSORS (TOGETHER, THE "HELM PARTIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE HELM PARTIES DO NOT WARRANT THAT: THE SERVICE WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE; DEFECTS WILL BE CORRECTED; THE SERVICE OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR COMPLIANT WITH GAAP, IFRS, OR ANY OTHER ACCOUNTING, TAX, OR REGULATORY STANDARD; THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT; OR ANY THIRD-PARTY SERVICE WILL REMAIN AVAILABLE OR SUPPLY ACCURATE DATA.

YOU ACKNOWLEDGE THAT THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL ACCOUNTING, AUDIT, TAX, LEGAL, OR INVESTMENT ADVICE, AND THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE ON ANY OUTPUT IS AT YOUR SOLE RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Section 14Limitation of Liability

14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HELM PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, DATA, OR USE, OR FOR BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, PENALTIES, INTEREST, FINES, TAX ASSESSMENTS, RESTATEMENT COSTS, OR PROFESSIONAL FEES INCURRED TO REVIEW, CORRECT, OR RE-PERFORM WORK, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Liability cap. THE HELM PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, THE WEBSITE, OR ANY OUTPUT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

14.3 Basis of the bargain. The disclaimers and limitations in Sections 13 and 14 are a fundamental basis of the bargain between us, reflect an allocation of risk between commercially sophisticated parties, and apply even if you have been advised of the possibility of the damages in question. Our fees would be materially higher without them.

14.4 Exceptions. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, or willful misconduct. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

Section 15Indemnification

You will defend, indemnify, and hold harmless the Helm Parties from and against any third-party claim, demand, suit, or proceeding, and all resulting losses, damages, liabilities, settlements, penalties, fines, costs, and reasonable attorneys' fees, arising out of or relating to:

• your or your Authorized Users' use of the Service, including any reliance on Output;
• your breach of these Terms or of any representation or warranty in them;
• Customer Data, including any claim that it infringes or misappropriates a third party's rights, or that our processing of it violated a law or an agreement you are subject to;
• your authorization of any Third-Party Service connection;
• your violation of any law or regulation, or of any third party's rights; or
• any tax, accounting, audit, regulatory, filing, or reporting position you took in whole or in part on the basis of the Service or any Output.

We will notify you of the claim, allow you to control the defense with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle any claim in a way that imposes an obligation or admission on us without our prior written consent.

Section 16Governing Law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 18, the exclusive venue for any dispute not subject to arbitration is the state and federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction of those courts and waives any objection to venue.

Section 17Publicity

We may identify you as a customer and use your name and logo on our website and in marketing materials, in a manner consistent with any brand guidelines you provide. You may withdraw this permission at any time by emailing legal@helmcfo.com, and we will remove the reference from materials we control within a reasonable period.

Section 18Dispute Resolution, Arbitration, and Class Action Waiver

18.1 Informal resolution first. Before starting an arbitration or a lawsuit, you agree to contact us at legal@helmcfo.com with a written description of the dispute and the relief you seek, and to engage in good-faith discussions for at least 60 days. We will do the same. This step is a condition precedent to commencing arbitration. The limitations period is tolled during this process.

18.2 Binding arbitration. If the dispute is not resolved informally, any remaining dispute, claim, or controversy arising out of or relating to these Terms, the Service, the Website, or any Output ("Claim"), including questions of arbitrability, will be resolved by final and binding arbitration rather than in court, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, where the amount in controversy qualifies, its Streamlined Rules) then in effect, before a single arbitrator, conducted in English, seated in New Castle County, Delaware or, at the parties' agreement, by videoconference or on documents only. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award any relief a court could award, limited to individual relief.

18.3 Class action waiver. ARBITRATION AND ANY OTHER PROCEEDING WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. CLASS, COLLECTIVE, CONSOLIDATED, AND REPRESENTATIVE ACTIONS AND ARBITRATIONS ARE NOT PERMITTED. The arbitrator may not consolidate claims or preside over any form of representative proceeding. YOU AND HELM EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. If this Section 18.3 is found unenforceable as to a particular claim or remedy, that claim or remedy will be severed and litigated in court, and the remainder will be arbitrated.

18.4 Costs. Arbitration fees are allocated under the JAMS rules. If your Claim is for $25,000 or less, we will pay the JAMS filing, administrative, and arbitrator fees, unless the arbitrator finds the Claim or the relief sought frivolous or brought for an improper purpose. Each party otherwise bears its own attorneys' fees unless a statute or the arbitrator provides otherwise.

18.5 Your right to opt out. You may opt out of this Section 18 by sending written notice to us at legal@helmcfo.com and at the mailing address in Section 20, stating your name, your account email, and that you are opting out of arbitration. The notice must be sent within 30 days of the date you first accepted these Terms. If you opt out, disputes will be resolved in the courts identified in Section 16, and we will not be bound by Section 18 as to you either. Opting out has no other effect on these Terms.

18.6 Exceptions. Either party may bring an individual action in small claims court if it qualifies and remains there. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information, or to prevent unauthorized access to the Service, without first completing Sections 18.1 and 18.2.

18.7 Changes. If we materially change this Section 18, you may reject the change by notifying us at legal@helmcfo.com within 30 days of the change taking effect, in which case the version in effect immediately before the change will continue to govern disputes between us.

Section 19General

19.1 Changes to these Terms. We may modify these Terms. We will update the "Last Revised" date and, for material changes, use reasonable efforts to notify you in advance by email or by notice in the Service. Changes take effect on the date posted, or on the later date stated. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree, stop using the Service and cancel your subscription. Material changes will not apply retroactively to a dispute already in progress.

19.2 Entire agreement. These Terms, together with our Privacy Policy and any order form, DPA, or written agreement between us, are the entire agreement between us on this subject and supersede all prior discussions, proposals, and understandings. Any purchase order or vendor terms you issue are of no effect. If an order form or negotiated agreement conflicts with these Terms, that document controls to the extent of the conflict.

19.3 Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets, provided the successor is not our competitor and you notify us. We may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of assets.

19.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in full force.

19.5 No waiver. A failure or delay in enforcing any provision is not a waiver of it or of any other provision.

19.6 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor action, government action, utility or internet failure, cyberattack, or failure of a third-party provider.

19.7 Notices. We may give notice by email to the address on your account, by notice within the Service, or by posting on the Website. You must give notice to us at legal@helmcfo.com and, where these Terms require written notice, also by mail to the address in Section 20. Notice is effective on delivery.

19.8 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship.

19.9 No third-party beneficiaries. Except as stated in Section 5.5, these Terms confer no rights on any third party.

19.10 Export and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions, and that you are not on any US government restricted-party list. You agree to comply with all applicable export control and sanctions laws.

19.11 US government users. The Service is a "commercial product" as defined in FAR 2.101. Any use by or on behalf of the US Government is subject to these Terms and no additional rights are granted.

19.12 International use. The Service is operated from the United States and is intended for use by US-based businesses. If you access it from elsewhere, you do so at your own initiative and are responsible for compliance with local law.

19.13 Headings. Headings are for convenience only and have no legal effect.

19.14 California residents. Under Cal. Civ. Code § 1789.3, California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Section 20How to Contact Us

Helm CFO Inc.
611 South DuPont Highway, Suite 102, Dover, Delaware 19901

• General and legal notices: legal@helmcfo.com
• Support: support@helmcfo.com
• Security: security@helmcfo.com
• Privacy: privacy@helmcfo.com