Terms and Conditions

Last Updated: August 17th, 2026

SAAS SERVICES AND SUPPORT

Subject to the terms of this Agreement, Constrafor will use commercially reasonable efforts to provide Customer access to the SAAS Subscription Offerings identified in the Order (the “Saas Services”). As part of the registration process, Customer will identify an administrative username and password for Customer’s Constrafor account. Constrafor reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

Subject to the terms hereof, Constrafor will provide Customer with reasonable technical support services in accordance with Constrafor’s standard practice.

RESTRICTIONS AND RESPONSIBILITIES

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the SAAS Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Constrafor or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Constrafor’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Constrafor against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Constrafor has no obligation to monitor Customer’s use of the Services, Constrafor may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Constrafor includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Constrafor to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

Constrafor shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Customization Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Constrafor shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Constrafor will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Constrafor offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES

Customer will pay Constrafor the then applicable fees described in the Order Form for the Services and Customization Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Constrafor reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Constrafor has billed Customer incorrectly, Customer must contact Constrafor no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Constrafor’s customer support department.

Constrafor may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Constrafor three (3) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Constrafor’s net income.

TERM AND TERMINATION

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Constrafor will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Constrafor may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

Constrafor shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Customization Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Constrafor or by third-party providers, or because of other causes beyond Constrafor’s reasonable control, but Constrafor shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, CONSTRAFOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND CUSTOMIZATION SERVICES ARE PROVIDED “AS IS” AND CONSTRAFOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

INDEMNITY

Constrafor will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved by Constrafor) Customer in connection with any such Claim; provided that (1) Customer will promptly notify Constrafor of such Claim, (2) Constrafor will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Constrafor may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (3) Customer reasonably cooperates with Constrafor in connection therewith. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Constrafor, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Constrafor, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement (clauses (i) through (vi), “Excluded Claims”). If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Constrafor to be infringing, Constrafor may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

Customer will defend Constrafor against any claim made or brought against Constrafor by a third party arising out of the Excluded Claims, and Customer will indemnify Constrafor for any damages finally awarded against (or any approved settlement) Constrafor in connection with any such claim; provided that (a) Constrafor will promptly notify Customer of such claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such claim (provided that Customer may not settle any claim without Constrafor’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Constrafor of all liability) and (c) Constrafor reasonably cooperates with Customer in connection therewith.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND CONSTRAFOR’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO CONSTRAFOR FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Constrafor’s prior written consent. Constrafor may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Constrafor in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Customer agrees that Constrafor may refer to Customer’s name and trademarks in Constrafor’s marketing materials and website; however, Constrafor will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

ADDENDUM A — CRU ACCOUNTING

A1. Scope; acceptance; order of precedence.

This Addendum A applies only if Customer affirmatively adds the accounting and bookkeeping service offered by Constrafor under the name Cru Accounting (“Cru Accounting”) to its Constrafor account. By adding Cru Accounting, or by accessing or using it, Customer accepts and agrees to be bound by this Addendum A, which forms part of the Agreement. This Addendum A supplements the Terms and Conditions and does not modify them with respect to any other Service. In the event of a conflict between this Addendum A and the balance of the Agreement, this Addendum A controls with respect to Cru Accounting only. Customer may remove Cru Accounting effective as of the end of the following monthly billing period by written notice (email acceptable) or through the account interface, and fees for that period and for services already performed remain payable and are not prorated, credited, or refunded. In this Addendum A, “Cru Accounting Data” means Customer Data submitted to, uploaded to, transmitted to, or processed in connection with Cru Accounting, including transaction data obtained through connections Customer authorizes and documents Customer provides, and “Accounting Outputs” means the financial statements, general ledgers, trial balances, reconciliations, analyses, year-end financial packages, and other work product generated through Cru Accounting.

A2. Assignment of rights; Feedback.

To the extent Customer or any of its authorized users acquires any right, title, or interest in Cru Accounting, in the platform, software, or technology used to deliver it, or in any improvement, enhancement, or modification to any of them, Customer hereby assigns that right, title, and interest to Constrafor and, at Constrafor’s direction, to any third party Constrafor designates, and will execute documents reasonably requested to perfect the assignment. This Section A2 does not apply to Cru Accounting Data, Accounting Outputs, or Customer’s own pre-existing or independently developed intellectual property.

If Customer or any of its authorized users provides suggestions, comments, ideas, or other feedback regarding Cru Accounting, including reports of deficiencies and recommended improvements (“Feedback”), Customer grants Constrafor and its service providers a non-exclusive, worldwide, royalty-free, fully paid, perpetual, and irrevocable license to use, reproduce, modify, and exploit that Feedback for any purpose, and assigns to Constrafor all intellectual property rights in the Feedback itself. Constrafor and its service providers are free to use the ideas, concepts, and know-how embodied in Feedback and to develop improvements to Cru Accounting, whether or not based on Feedback, and all such improvements are the sole property of Constrafor or its licensors, as applicable. Customer is under no obligation to provide Feedback.

A3. Data use; artificial intelligence; de-identified data and model training.

Customer retains all right, title, and interest in Cru Accounting Data. Customer grants Constrafor and its service providers a limited, non-exclusive license to access, use, process, host, and store Cru Accounting Data to the extent necessary to provide, secure, maintain, support, and improve Cru Accounting, and as otherwise described in Constrafor’s Privacy Policy.

Customer acknowledges that Cru Accounting uses automated agents and artificial-intelligence models — including models provided by third-party artificial-intelligence and large-language-model providers acting as sub-processors — to categorize transactions, perform reconciliations, detect anomalies, generate analyses and insights, and draft Accounting Outputs, and that Cru Accounting Data will be accessible to the personnel who support Cru Accounting for review and delivery of the service.

Customer agrees that Constrafor and its service providers may use, reproduce, and disclose data and materials derived from Customer’s use of Cru Accounting that have been aggregated, de-identified, or anonymized such that they are not reasonably associated with Customer or with any identifiable person or entity, in order to operate, develop, train, evaluate, and improve their respective products, services, models, and algorithms, including machine-learning and artificial-intelligence models. Neither Constrafor nor any of its service providers will attempt to re-identify any such data, will sell Cru Accounting Data, or will use Cru Accounting Data for advertising or marketing purposes. Cru Accounting Data that has not been de-identified or anonymized will not be used to develop, improve, or train generalized artificial-intelligence or machine-learning models. Once Constrafor’s engagement with a service provider ends, that provider may not use Cru Accounting Data that has not been anonymized for any purpose other than as required by law. Cru Accounting Data is not disclosed to Constrafor’s other customers.

Customer represents that it has provided all notices and obtained all consents and authorizations required under applicable law for the processing described in this Addendum A and in Constrafor’s Privacy Policy, including with respect to any individual whose personal information Customer submits to Cru Accounting.

A4. Nature of Cru Accounting; disclaimers.

Customer acknowledges and agrees that: (i) Constrafor is not a public accounting firm and does not provide audit, review, attestation, tax, legal, investment, or other regulated professional advice, and neither does any party performing Cru Accounting on Constrafor’s behalf; (ii) Cru Accounting is bookkeeping and financial reporting support only and is not a substitute for advice from a qualified accountant, tax preparer, attorney, or other advisor; (iii) unless expressly agreed otherwise in writing, financial statements produced through Cru Accounting are prepared on a modified cash basis, meaning a cash basis with limited, agreed adjustments, and are not represented to be prepared in accordance with generally accepted accounting principles; (iv) any year-end financial package is prepared for delivery to Customer’s own tax preparer and does not constitute a tax return, tax advice, or any assurance engagement; and (v) Constrafor does not represent or warrant that any Accounting Output will achieve any particular tax or accounting outcome or be accepted by any taxing authority, lender, or other governmental or third-party body. The accuracy of any Accounting Output depends on the accuracy, completeness, and timeliness of the information and documents Customer provides and of data obtained from third-party data sources.