Wurthy, Inc. — Terms of Use

The Agreement.

These Terms of Use ("Terms"), together with the Wurthy Privacy Policy and any Order Form accepted by Customer (collectively, the "Agreement"), form a binding contract between Wurthy, Inc., a Delaware corporation ("Wurthy"), and the firm or entity accepting them ("Customer"). In the event of conflict, the order of precedence is: (a) the Order Form; (b) these Terms; (c) the Privacy Policy.

Acceptance; Authority.

Customer accepts these Terms and the Privacy Policy by clicking to accept during account registration or as otherwise presented by Wurthy. Registration does not create a payment obligation; Customer's Platform Commitment is formed only upon acceptance of an Order Form (Section 5.2). The individual accepting these Terms or an Order Form represents and warrants that they are authorized to bind Customer. If the individual is not so authorized, they must not accept and may instead forward the acceptance request to an authorized representative of Customer.

Electronic Records and Signatures.

Customer consents to transact electronically: to receive all agreements, disclosures, invoices, and notices electronically, and to the use of electronic signatures and click-to-accept mechanisms, which have the same force as handwritten signatures. Customer may request paper copies or withdraw this consent by writing to legal@wurthy.co; withdrawal may prevent use of the Platform. Customer confirms it can access and retain electronic records.

Supersession.

Upon acceptance, the Agreement supersedes and replaces in their entirety all prior agreements between Customer and Wurthy or any Wurthy affiliate (including Wurthy Services, LLC) relating to the Platform, including any CAS Partner Agreement, Platform Services Agreement, or prior terms of service, whether accepted electronically or otherwise, and Wurthy represents it has authority to effect such supersession on behalf of its affiliates. Amounts accrued and unpaid under a prior agreement as of the date of acceptance remain payable unless the Order Form states otherwise.

Access.

Subject to the Agreement and payment of fees, Wurthy grants Customer a non-exclusive, non-transferable right during the term to access and use the Platform for Customer's internal business purposes, including delivery of bookkeeping and advisory services to Clients.

Accounts and Seats.

Customer is responsible for its users' compliance with the Agreement and for maintaining the confidentiality of credentials. Seats are for identified individual users and may be reassigned but not shared concurrently.

Acceptable Use.

Customer will not: (a) reverse engineer, copy, or create derivative works of the Platform; (b) resell or provide the Platform to third parties except in delivering services to Clients; (c) use the Platform to violate law or third-party rights; (d) interfere with the Platform's operation or security; or (e) use the Platform to develop a competing product.

Professional Responsibility; AI Outputs.

The Platform provides software tools, including AI-generated analyses, workflows, and drafts. Wurthy is not a certified public accounting firm, does not practice public accountancy, and does not provide accounting, tax, legal, or investment advice to Customer or Clients. Customer retains sole professional responsibility for all services Customer delivers to Clients, including review, supervision, and approval of AI-generated outputs before use. AI outputs may contain errors and must be reviewed by a qualified professional.

Changes to the Platform.

Wurthy may modify the Platform, provided it does not materially reduce the core functionality paid for during the Commitment Term.

Scope.

Wurthy offers optional professional services (collectively, "Professional Services"), including an implementation engagement (the "Implementation") consisting of: discovery of Customer's workflows; configuration and engineering of Customer's instance of the Platform, including setup and customization of workflows and AI agents for Customer's practice; and related onboarding and training. The Implementation is delivered during the period specified in the Order Form (the "Implementation Window," typically thirty (30) days), commencing on the date the Order Form takes effect unless the Order Form states otherwise.

Ordering.

Professional Services are optional and are provided only when confirmed in an Order Form or other written confirmation (including email) describing the services and fees.

Separate from Commitment.

Professional Services fees are separate from, and in addition to, Customer's Commitment, and are not credited against the Commitment, unless the applicable Order Form expressly states otherwise.

Fees and Billing Start.

Professional Services fees are due as stated in the Order Form, which may include payment upon execution of the Order Form. Where an Implementation is purchased, recurring fees under Section 5.4 and the Commitment Term commence on the Billing Activation Date — the day following the close of the Implementation Window — such that the Implementation precedes, and is not included within, the Commitment Term.

Non-Refundable.

Professional Services fees are non-refundable once the applicable services have been delivered.

Plan (Non-Binding); Pricing Lock.

At registration, Customer creates a Plan by confirming its intended client count and viewing preview pricing at the list rate set forth in Section 5.9, including the Standard Ramp Schedule. The Plan represents Customer's good-faith commitment to the stated scope, and is the basis on which Wurthy prepares Customer's Order Form, reserves implementation capacity, and holds Customer's pricing. The Plan is not a payment obligation, and no amounts are due, billed, or payable on the basis of a Plan. The confirmed client count, applicable rate, and preview amounts are recorded in Customer's Acceptance Record. The pricing presented in Customer's Plan is held for one hundred eighty (180) days from Plan creation (the "Plan Lock Period"). If Customer has not accepted an Order Form before the Plan Lock Period expires, the Plan lapses and any subsequent Order Form will reflect then-current pricing.

Platform Commitment.

Customer's Platform Commitment (the "Commitment") is a binding, non-contingent payment obligation formed upon Customer's acceptance of an Order Form. The Commitment equals the total amount set forth in the Order Form, computed from the Committed Client Count and the applicable rate over the Commitment Term, applied in accordance with the payment schedule (including any ramped scheduled minimums) set forth in the Order Form. The monthly amounts, the Commitment Term, and the total Commitment are displayed conspicuously on the Order Form and recorded in Customer's Acceptance Record. The Commitment is fixed and binding as of the date the Order Form is accepted. No amounts are billed or charged to Customer before an Order Form is in effect..

Satisfaction of the Commitment; Methodologies.

Customer may satisfy the Commitment through any combination of billing methodologies made available by Wurthy and documented in the Order Form, including per-Seat subscription fees and per-Activated-Client fees. Methodology rates are set forth in the Order Form. The Order Form specifies Customer's selected methodology, rates, scheduled minimums, Implementation (if any), and collection schedule. All amounts paid by Customer during the Commitment Term under such billing methodologies are credited against the Commitment; Professional Services fees are addressed in Section 4.3. An updated Order Form may document a negotiated adjustment to Customer's pricing basis, rates, term, or schedule.

Scheduled Minimum Billing.

Customer is billed monthly in arrears the greater of (a) fees accrued under the billing methodology and rates set forth in the Order Form, or (b) the Scheduled Minimum for that month under the schedule set forth in the Order Form. Scheduled Minimums may increase over the Commitment Term (for example, in quarterly steps reflecting Customer's deployment ramp). Scheduled Minimums may be expressed as Seats, Activated Clients, or dollar amounts. Amounts billed under this Section are credited against the Commitment.

Commitment True-Up.

If, as of the end of the Commitment Term, the aggregate amounts credited against the Commitment are less than the Commitment, Wurthy will bill Customer for the difference (the "True-Up Amount") in accordance with Section 5.6, due within thirty (30) days. True-Up Amounts are non-refundable and do not entitle Customer to additional services or credits.

Payment; Authorization; Taxes.

Customer will maintain a valid payment method on file and authorizes Wurthy to automatically charge that payment method for amounts due under the Agreement — including recurring fees under Section 5.4, Professional Services fees, and True-Up Amounts — on or after the applicable due date. Where an automatic charge cannot be completed, or where the Order Form provides for invoicing, Wurthy may invoice Customer, with payment due within thirty (30) days of invoice. Fees are exclusive of taxes (which Customer will pay, other than taxes on Wurthy's income), and are non-refundable except as expressly stated. Late amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, plus reasonable costs of collection.

Rates and Changes.

Customer's rates are fixed for the Commitment Term, and Plan pricing is held during the Plan Lock Period (Section 5.1). Changes to the list rate or the Standard Ramp Schedule (Section 5.9) apply only to Plans created and Order Forms accepted after the change, and to renewals only upon the notice described in Section 6.

Commitment Survival; No Termination for Convenience.

The Commitment may not be terminated for convenience during the Commitment Term. If Customer ceases use of the Platform, terminates for any reason other than Wurthy's uncured material breach, or is suspended for non-payment, the Commitment survives and remains payable on the schedule set forth in the Order Form, with any remaining balance subject to Section 5.5.

List Rate; Standard Ramp Schedule.

Wurthy's list rate is $100 per Client per month. Wurthy's standard ramp schedule (the "Standard Ramp Schedule") provides Scheduled Minimums, expressed as a percentage of Customer's full-deployment monthly amount — the pricing basis quantity multiplied by the applicable rate (the "Full-Deployment Monthly Amount") — of: 20% for months 1–3; 60% for months 4–6; 75% for months 7–9; and 100% for months 10–12 of the Commitment Term. The Standard Ramp Schedule applies to twelve (12) month Commitment Terms; for any other Commitment Term, the Order Form sets the schedule. The Order Form may set a different rate, basis, term, or schedule (Section 5.3), in which case the Order Form controls. Changes to this Section apply prospectively as described in Section 5.7.

Definitions.

"Customer Data" means data submitted to the Platform by or for Customer, including data concerning Clients ("Client Data").

Authority.

Customer represents that it has all rights, consents, and authority necessary to provide Customer Data and Client Data to Wurthy and to authorize the processing described in the Agreement and the Privacy Policy, including any consents required from Clients. Upon Wurthy's reasonable request, Customer will make available evidence of such authorizations and consents.

Ownership; License.

Customer retains all rights in Customer Data. Customer grants Wurthy a worldwide, non-exclusive license to host, process, transmit, and display Customer Data to provide and improve the Platform and Professional Services, to comply with law, and as described in the Privacy Policy.

Derived Insights.

Wurthy may generate and use de-identified, aggregated data and insights derived from use of the Platform ("Derived Insights") for any lawful purpose, including improving its models and services and producing benchmarks, provided Derived Insights do not identify Customer or any Client and cannot reasonably be re-identified.

Security.

Wurthy will maintain administrative, technical, and physical safeguards designed to protect Customer Data consistent with industry standards, as further described in the Privacy Policy.

Return and Deletion.

For thirty (30) days following termination or expiration, Customer may export Customer Data in a standard format. Thereafter Wurthy may delete Customer Data, subject to legal retention obligations and standard backup cycles.

Service Provider Terms.

To the extent Client Data includes personal information subject to applicable U.S. state privacy laws, Wurthy acts as Customer's "service provider" or "processor" (as those terms are defined under such laws), and: (a) Wurthy will process such personal information only to provide the Platform and Professional Services and for the purposes described in the Agreement and the Privacy Policy, and not for any other commercial purpose; (b) Wurthy will not sell such personal information or share it for cross-context behavioral advertising; (c) Wurthy will not retain, use, or disclose such personal information outside its direct business relationship with Customer, except as permitted by applicable law (including creating de-identified data under Section 7.4); (d) Wurthy will ensure personnel processing such personal information are subject to confidentiality obligations, and will engage subprocessors under written terms no less protective than this Section, and will make available a list of its subprocessors upon Customer's written request; (e) Wurthy will provide reasonable assistance with Customer's response to verified consumer rights requests concerning such personal information; (f) Wurthy will notify Customer without undue delay, consistent with applicable law, of a confirmed breach of security affecting such personal information; and (g) Wurthy will notify Customer if it determines it can no longer meet its obligations under this Section, in which case Customer may take reasonable and appropriate steps to stop and remediate unauthorized processing. Return and deletion at termination are governed by Section 7.6.

Mutual.

Each party warrants it has the authority to enter into the Agreement.

Wurthy.

Wurthy warrants the Platform will perform materially in accordance with its documentation. Customer's exclusive remedy for breach is re-performance or repair, and if Wurthy cannot materially cure within thirty (30) days, Customer may terminate under Section 13.2.

Disclaimer.

EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS," AND WURTHY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR ERROR-FREE. WURTHY DOES NOT WARRANT ANY BUSINESS OUTCOME, INCLUDING CLIENT ADOPTION OR ADVISORY REVENUE.

By Wurthy.

Wurthy will defend and indemnify Customer against third-party claims alleging the Platform, as provided by Wurthy and used as authorized, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay resulting damages and reasonable costs finally awarded or agreed in settlement. Wurthy may procure rights, modify, or replace the Platform, or terminate and refund prepaid unused fees. This Section states Customer's exclusive remedy for infringement.

By Customer.

Customer will defend and indemnify Wurthy against third-party claims arising from (a) Customer Data or Client Data, including lack of rights or consents; (b) Customer's services to Clients, including reliance on AI outputs without professional review; or (c) Customer's breach of Section 3.3 or applicable law.

Term.

The Agreement begins on acceptance and continues through the Commitment Term and any renewals, unless terminated as permitted below. If Customer's Plan lapses without an Order Form, either party may close the account without payment obligation (other than fees for Professional Services actually ordered and delivered).

Termination for Cause.

Either party may terminate if the other materially breaches and fails to cure within thirty (30) days of written notice. If Customer terminates for Wurthy's uncured material breach, Customer's obligation to pay the unpaid balance of the Commitment for the remainder of the then-current Commitment Term is waived, and Wurthy will refund any prepaid fees for the post-termination period.

Suspension.

Wurthy may suspend access for non-payment (after ten (10) days' notice), for security risk, or for material breach of Section 3.3. Suspension does not relieve the Commitment (Section 5.8).

Effect.

Sections 1.4, 2, 5.5, 5.6, 5.8, 7.4, 7.6, 7.7, and 8–15 survive termination, along with accrued payment obligations.

Governing Law; Venue.

The Agreement is governed by the laws of the State of Delaware, without regard to conflicts rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware. EACH PARTY WAIVES TRIAL BY JURY.

Notices.

Notices to Wurthy: legal@wurthy.co. Notices to Customer: the account email of record. Notices are effective on receipt.

Assignment.

Neither party may assign the Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.

Entire Agreement; Order of Precedence.

The Agreement (as defined in Section 1.1, with the stated order of precedence) is the entire agreement regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings per Section 1.4.

Miscellaneous.

No waiver is effective unless in writing. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder enforced. The parties are independent contractors. There are no third-party beneficiaries. Force majeure excuses non-monetary obligations during the event. Section headings are for convenience.