Terms of Service and End User License Agreement

1. Agreement to these Terms

These Terms of Service and End User License Agreement (the "Terms") are a binding agreement between you and Brunchys LLC ("Brunchys LLC," "we," "us," or "our"), the owner and operator of MitoBooks. They govern your access to and use of the MitoBooks website, web application, mobile experiences, application programming interfaces, documentation, and all related features and services (together, the "Services").

By creating an account, checking a box or clicking a button indicating acceptance, or accessing or using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

If you accept these Terms on behalf of a business, organization, or other legal entity, you represent that you have authority to bind that entity, and "you" and "your" refer to that entity and its users. You must be at least 18 years old and able to form a binding contract to use the Services.

The Services are intended for business and professional use. You agree that you are using the Services for business purposes and not as a consumer, to the fullest extent permitted by applicable law.

2. Definitions

• "Account" means the login credentials and profile that give a person access to the Services.
• "Company" means a set of books (a company file, also called an organization) created in the Services. One Account may have access to several Companies, and one Company may have several Users.
• "Your Data" means all data, content, and files that you or your Users submit to, import into, connect to, or generate within the Services, including financial records, transactions, customer and vendor information, employee information, documents, and attachments.
• "User" means any individual you or another administrator of your Company invites or permits to access a Company, including employees, contractors, and accountants.
• "Third-Party Services" means products, services, networks, and data provided by anyone other than Brunchys LLC, including payment processors, bank-data aggregators, email providers, and artificial-intelligence providers.
• "Documentation" means the in-product help, guides, and descriptions of the Services that we make available.

3. License to Use the Services

Subject to these Terms and payment of any applicable fees, Brunchys LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during your subscription term to access and use the Services, and to permit your Users to do so, solely for the internal business purposes of your Companies and in accordance with the Documentation.

The Services are licensed, not sold. Brunchys LLC and its licensors retain all right, title, and interest in and to the Services, including all software, designs, text, graphics, and other materials, and all related intellectual property rights. No rights are granted except as expressly stated in these Terms.

You will not, and will not permit anyone else to:

• copy, modify, translate, or create derivative works of the Services;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent applicable law expressly permits it despite this restriction;
• sell, resell, rent, lease, sublicense, or provide the Services to third parties as a service bureau, outsourced bookkeeping platform, or otherwise, except that accounting professionals may use the Services on behalf of their own clients as permitted in Section 4;
• access the Services to build a competing product or service, or to copy features, functions, or user interfaces;
• use automated means (such as bots, scrapers, or crawlers) to access the Services, other than through interfaces we make available for that purpose;
• circumvent, disable, or interfere with security features, usage limits, or access controls, or probe, scan, or test the vulnerability of the Services without our written permission;
• remove or alter any proprietary notices; or
• use the Services in violation of these Terms or any applicable law.

4. Accounts, Users, and Roles

To use the Services you must register for an Account and provide accurate, current, and complete information, and keep it up to date. You are responsible for keeping your credentials confidential and for all activity that occurs under your Account and within your Companies, whether or not authorized by you.

The person who creates a Company is its primary administrator. Administrators may invite Users and assign roles that determine what each User can see and change. You are responsible for the roles you assign, for your Users' compliance with these Terms, and for removing access for Users who should no longer have it. Actions taken by any User in your Company are deemed to be your actions.

Accounting professionals may be invited to a Company to provide services to its owner. An accounting professional acts on behalf of the Company owner, not on behalf of Brunchys LLC, and the relationship between them is governed by their own agreement.

You must notify us promptly at contact@mitobooks.com if you become aware of any unauthorized access to or use of your Account or a Company. We are not liable for losses caused by unauthorized use of your credentials.

5. Subscriptions, Fees, and Payment

Some or all of the Services may be offered for a fee under a subscription plan. The features, limits, and prices of each plan are described at the time you subscribe. Free or trial access may be offered at our discretion and may be changed or ended at any time.

Unless you cancel before the end of the then-current subscription period, your subscription automatically renews for successive periods of the same length (monthly or annual, as selected), and you authorize us, or our payment processor, to charge the payment method on file for each renewal at the then-current price. If a free trial converts to a paid subscription, you will be charged when the trial ends unless you cancel beforehand.

We may change subscription prices or plan features. We will give you at least 30 days' notice of a price increase, which will take effect at the start of your next subscription period. If you do not agree to the change, you may cancel before it takes effect.

Subscriptions are priced per company: each company (set of books) you create or use in the Services requires its own subscription, regardless of how many Users it has.

Promotional codes and discounts apply only as described when you redeem them (for example, a free first month or a percentage off the subscription price). A discount described as lasting "forever" or for the "lifetime" of a subscription applies for as long as that company's subscription remains continuously active; it ends if the subscription is canceled or lapses, and it cannot be transferred to another company, combined with other offers unless we say so, or exchanged for cash. We may limit or end promotional offers at any time, and may revoke a discount obtained by fraud, by creating duplicate accounts, or in violation of these Terms.

Fees are stated and payable in U.S. dollars and exclude taxes. You are responsible for all sales, use, value-added, and similar taxes associated with your subscription, other than taxes on our income. Except as required by law or expressly stated in these Terms, fees are non-refundable, and there are no refunds or credits for partial periods, unused features, or downgrades.

If a payment fails or your account is past due, we may suspend or limit access to the Services until payment is made, after notice to you.

6. Cancellation, Suspension, Termination, and Access to Your Data

You may cancel your subscription at any time through the Services or by contacting us. Cancellation takes effect at the end of the current subscription period, and you will continue to have access until then.

We may suspend or terminate your access to all or part of the Services, with or without notice, if we reasonably believe that (a) you or your Users have materially breached these Terms, including the Acceptable Use rules; (b) your use poses a security, legal, or operational risk to the Services, to us, or to others; (c) you have failed to pay fees when due; or (d) we are required to do so by law or by a Third-Party Service provider. Where practical, we will give you notice and an opportunity to cure before terminating for a curable breach.

After cancellation or termination, other than termination for your breach of Section 15 (Acceptable Use) or as required by law, you may export Your Data from the Services for 365 days. After that period we may permanently delete Your Data without further notice, subject to our legal retention obligations and our backup cycles. It is your responsibility to export and retain any records you are required to keep, including for tax and regulatory purposes.

Sections that by their nature should survive termination will survive, including Sections 3 (restrictions), 5 (amounts owed), 7 (license to aggregated data and responsibility for the accuracy of Your Data), 9, 16, 19 through 23, and 26.

7. Your Data

As between you and Brunchys LLC, you own Your Data. You grant Brunchys LLC and its service providers a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and back up Your Data as necessary to provide, secure, support, and improve the Services, to comply with law, and as otherwise described in the Privacy Policy.

You represent and warrant that you have all rights, consents, and authorizations needed to submit Your Data to the Services and to allow us to use it as described in these Terms, including any personal information of your customers, vendors, and employees, and that Your Data does not violate any law or third-party right.

We may create and use aggregated or de-identified data derived from use of the Services, which does not identify you, your Users, or any individual, to operate, analyze, and improve the Services and for other lawful purposes. Such data is not Your Data.

Accuracy of Your Data. You are solely responsible for the accuracy, completeness, and legality of Your Data, whether you or your Users enter it, import it (including from QuickBooks, files, or bank and card connections), or accept it from automated features. The Services process Your Data as provided and do not verify it. Reports, balances, invoices, statements, sales-tax amounts, and other outputs of the Services are only as accurate as the data they are based on. You are responsible for reviewing Your Data and those outputs, and for correcting any errors, before relying on them or sending them to anyone, including your customers, vendors, lenders, and tax authorities. Brunchys LLC is not responsible for any loss, liability, penalty, or other consequence arising from inaccurate, incomplete, outdated, or unlawful Your Data.

You are responsible for maintaining your own copies of records you need. While we take commercially reasonable steps to protect and back up the Services, we do not guarantee that Your Data will never be lost or corrupted. The Services include tools to export Your Data, and you should use them regularly.

8. Privacy and Security

Our collection and use of personal information is described in our Privacy Policy. To the extent you submit personal information of others to the Services, you are responsible for providing any notices and obtaining any consents required by law.

We use administrative, technical, and physical safeguards designed to protect Your Data, including encryption of sensitive credentials at rest. No method of transmission or storage is completely secure, and we cannot guarantee absolute security. If we become aware of a security incident that compromises Your Data, we will notify you as required by applicable law.

9. Not Professional Advice; Your Responsibility for Your Books

MitoBooks is a software tool. Brunchys LLC is not an accounting firm, tax preparer, payroll service provider, bank, lender, law firm, or financial advisor, and does not provide accounting, tax, legal, investment, or other professional advice. Any calculations, reports, suggestions, categorizations, or other outputs of the Services are provided for your convenience and do not replace the judgment of a qualified professional.

You are solely responsible for the accuracy and completeness of your books and records; for reviewing all transactions, reconciliations, reports, and calculations; for your tax, payroll, sales-tax, and regulatory filings and payments; for meeting all deadlines; and for any penalties, interest, or other consequences arising from your records or filings. You should consult a qualified professional regarding your specific circumstances.

Features such as sales-tax calculation, inventory costing, bank-transaction matching and suggested categories, and automated data extraction depend on the rates, settings, tables, and data that you or third parties supply, and on rules that change over time. We do not warrant that they are complete, current, or correct for your jurisdiction or situation.

10. Online Invoice Payments

The Services may allow you to accept card and bank payments from your customers through Stripe, Inc. and its affiliates ("Stripe"). To use this feature you must create or connect a Stripe account and agree to Stripe's own terms, including the Stripe Connected Account Agreement, which govern your relationship with Stripe. Brunchys LLC is not a bank, money transmitter, or payment processor, does not hold your funds, and is not a party to your agreement with Stripe.

You authorize Brunchys LLC to share information with Stripe as needed to provide the feature and to receive payment, payout, refund, and dispute information from Stripe to record in your books. You are responsible for all fees charged by Stripe, for refunds, chargebacks, disputes, and reversals, and for complying with the rules of the card networks and payment methods you accept. Brunchys LLC may charge an application or platform fee on payments processed through the Services, which will be disclosed to you before it applies.

We are not responsible for the availability, acts, or omissions of Stripe, for delays in funds, or for payments that are declined, reversed, or held.

11. Bank and Card Connections

The Services may let you connect bank, card, and other financial accounts to import transactions and balances. These connections are provided by Plaid Inc. ("Plaid") or other data aggregators. By connecting an account, you authorize Brunchys LLC and Plaid to access and transmit information from your financial institution on your behalf, and you agree to Plaid's End User Privacy Policy. You represent that you are authorized to grant that access.

Imported data comes from your financial institutions and aggregators. It may be delayed, incomplete, or inaccurate, and connections may stop working, for example when you change your bank password. You are responsible for reviewing imported transactions before adding them to your books. You may disconnect an account at any time.

12. Automated and AI Features

Some features, such as receipt and bill capture, suggested categories, and in-product assistants, use automated processing, including machine-learning models operated by Third-Party Services (for example, Anthropic or OpenAI). When you use these features, the content you submit (such as document images and related text) is sent to the provider to generate a result, under that provider's terms. If you supply your own API key for a provider, you are responsible for that key, its usage charges, and your agreement with that provider.

Automated outputs can be inaccurate or incomplete. You must review and confirm any output before relying on it or recording it in your books. We are not responsible for decisions made based on automated outputs.

13. Emails Sent Through the Services; Electronic Communications

When you use the Services to send invoices, estimates, statements, reminders, receipts, or other messages to your customers or others, you are the sender of those messages and are responsible for their content and for complying with applicable laws, including anti-spam and consumer-protection laws. You represent that you have a legitimate business relationship with, or consent from, each recipient.

You consent to receive communications from us electronically, including by email and in-product notices, and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing. We may send you service, security, billing, and legal notices even if you opt out of marketing messages.

14. Third-Party Services

The Services may integrate with, link to, or allow you to import data from or export data to Third-Party Services, including other accounting products. Your use of any Third-Party Service is governed by that provider's terms and privacy policy, not these Terms. Brunchys LLC does not control and is not responsible for Third-Party Services, their availability, or how they use data you share with them, and a Third-Party Service's failure does not entitle you to a refund from us.

If you enable a Third-Party Service, you authorize us to exchange Your Data with it as needed for the integration. We may suspend or discontinue an integration at any time, including if the provider changes its terms or technology.

15. Acceptable Use

You will not use the Services, or allow them to be used, to:

• violate any law or regulation, including tax, securities, consumer-protection, privacy, export-control, and sanctions laws;
• engage in fraud, money laundering, terrorist financing, or any deceptive practice, including issuing false or misleading invoices or records;
• process payments for illegal goods or services, or for businesses prohibited by our payment partners;
• send spam or unsolicited messages, or impersonate any person or entity;
• upload or transmit malware, or content that is unlawful, infringing, defamatory, or that violates anyone's privacy or other rights;
• gain unauthorized access to the Services, other accounts, or related systems or networks;
• interfere with or disrupt the integrity or performance of the Services, including by placing an unreasonable load on our infrastructure; or
• share Account credentials among multiple people instead of inviting separate Users.

We may investigate suspected violations and take any action we consider appropriate, including removing content, suspending access, and cooperating with law enforcement.

16. Intellectual Property and Feedback

MitoBooks, Brunchys LLC, and related names, logos, and marks are trademarks of Brunchys LLC. You may not use them without our prior written permission.

If you give us suggestions, ideas, or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without obligation to you.

17. Beta, Preview, and Free Features

We may offer features identified as beta, preview, early access, or free. They are provided "as is," may contain errors, may be changed or discontinued at any time, and are excluded from any commitments we make about the Services. Use them at your own risk.

18. Changes to and Availability of the Services

We continually develop the Services and may add, change, or remove features. If we remove a material feature of a paid plan during your subscription period, we will notify you and, where required by law, offer a pro-rated refund. We do not guarantee that the Services will be available at all times or free of interruption, and we may perform maintenance that temporarily limits availability.

19. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, ALL CONTENT, CALCULATIONS, REPORTS, AND OUTPUTS, AND ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. BRUNCHYS LLC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DATA WILL NOT BE LOST, OR THAT ANY CALCULATION OR RESULT WILL BE ACCURATE OR MEET YOUR REQUIREMENTS OR ANY LEGAL OR TAX REQUIREMENT.

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

20. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BRUNCHYS LLC, ITS AFFILIATES, OR THEIR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, TAX PENALTIES OR INTEREST, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF BRUNCHYS LLC AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO BRUNCHYS LLC FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

These limitations are an essential part of the bargain between you and Brunchys LLC and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you.

21. Indemnification

You will defend, indemnify, and hold harmless Brunchys LLC and its affiliates, members, managers, officers, employees, and agents from and against any claims, liabilities, damages, losses, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Data; (b) your or your Users' use of the Services or Third-Party Services; (c) your breach of these Terms or violation of law; (d) messages and invoices you send through the Services; or (e) any dispute between you and your customers, vendors, employees, or accounting professionals.

22. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION AND LIMITS HOW YOU CAN SEEK RELIEF FROM US.

Informal resolution. Before starting any proceeding, you and Brunchys LLC agree to try to resolve any dispute informally for at least 60 days after one party sends the other a written notice describing the dispute. Notices to us must be sent to contact@mitobooks.com.

Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will take place in Kent County, Michigan, or by video conference if the parties agree. Judgment on the award may be entered in any court of competent jurisdiction.

Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect its intellectual property rights or the security of the Services.

CLASS ACTION AND JURY TRIAL WAIVER. YOU AND BRUNCHYS LLC EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND BRUNCHYS LLC EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Opt-out. You may opt out of this arbitration agreement by sending written notice to contact@mitobooks.com within 30 days after you first accept these Terms, stating your name, Account email, and that you opt out of arbitration. Opting out does not affect any other part of these Terms.

Time limit. To the extent permitted by law, any claim must be brought within one (1) year after it arises, or it is permanently barred.

If the class action waiver is found unenforceable as to a claim, that claim must be severed and heard in court, and the rest of this Section will continue to apply to the remaining claims.

23. Governing Law and Venue

These Terms are governed by the laws of the State of Michigan and applicable U.S. federal law, without regard to conflict-of-laws principles. Subject to Section 22, the state and federal courts located in Kent County, Michigan have exclusive jurisdiction over any action relating to these Terms or the Services, and each party consents to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email, in the Services, or by other reasonable means at least 30 days before they take effect, except where changes are required by law or relate to new features, in which case they may take effect immediately. We may ask you to accept the updated Terms before continuing to use the Services. If you do not agree to an update, you must stop using the Services and may cancel your subscription. Your continued use after an update takes effect constitutes acceptance.

25. Export Controls, Sanctions, and Government Users

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government list of prohibited or restricted parties. You will not use or export the Services in violation of U.S. export-control or sanctions laws.

The Services are "commercial computer software" and "commercial computer software documentation." Government users acquire them only with the rights granted to all other users under these Terms.

26. General Terms

Entire agreement. These Terms, the Privacy Policy, and any additional terms you accept for specific features (such as a Third-Party Service's terms) are the entire agreement between you and Brunchys LLC regarding the Services and supersede all prior agreements on that subject. If there is a conflict, these Terms control unless the additional terms expressly say otherwise.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, or sale of assets.

Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including outages of Third-Party Services, internet or utility failures, natural disasters, labor disputes, or government actions.

Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent possible and the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver.

Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

Notices. We may give notice to the email address associated with your Account or through the Services. You may give notice to Brunchys LLC at contact@mitobooks.com.

Headings. Section headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation."

27. Contact Us

Questions about these Terms can be sent to Brunchys LLC at contact@mitobooks.com.