Terms of Use

These Terms of Use (the "Terms") are a binding agreement between Vittaly, Inc., a Delaware corporation ("Vittaly," "we," "us," or "our"), and the person or entity that signs up for or uses the Service ("you" or "Customer"). By creating an account, clicking "I agree," or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not have that authority, or you do not agree to these Terms, do not use the Service.

Vittaly is an accounting and finance platform for US small businesses and the accountants who serve them. The Service includes a web application, related mobile experiences, APIs, AI features that provide suggestions, integrations with third-party providers (such as Stripe, Plaid, Shopify, Resend, and Clerk), and documentation.

We are continually improving the Service. We may add, change, or remove features from time to time, and we will provide reasonable notice for material changes that adversely affect your use of a paid feature.

To use the Service, you create a user account through our identity provider and join or create an Organization (workspace). The Organization owns its Customer Content and is responsible for managing membership and roles inside it. Owners can invite accountants and team members and assign roles such as bookkeeper, accountant, or owner. You agree to provide accurate information, to keep credentials secure, to enable multi-factor authentication where offered, and to notify us promptly of suspected unauthorized access at security@vittaly.com.

You are responsible for the activity of users you invite and for the actions they take within your Organization. We are not responsible for misuse by an authorized user.

"Customer Content" means the data, files, journal entries, invoices, receipts, vendor and customer records, and any other materials you or your users submit to the Service or that we collect on your behalf from integrations you authorize.

As between you and Vittaly, you own all Customer Content. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and create derivative works of Customer Content solely as necessary to provide, secure, and improve the Service for you, to comply with law, and to enforce these Terms. We do not use Customer Content to train general-purpose AI models.

You represent and warrant that (a) you have all rights necessary to submit Customer Content and to grant this license; (b) the Customer Content does not infringe any third-party right or violate any applicable law; and (c) you are responsible for the accuracy and quality of Customer Content.

You agree not to, and not to permit any user or third party to:

• Use the Service in violation of any law or third-party right
• Submit content that is unlawful, fraudulent, defamatory, or that infringes intellectual property, privacy, or publicity rights
• Use the Service to launder money, evade taxes, or otherwise misstate financial records
• Attempt to bypass authentication, period locks, audit logs, or any other security or integrity controls; tamper with posted journal entries; or attempt to make the ledger un-auditable
• Probe, scan, or test the vulnerability of the Service without our written permission (responsible disclosures to security@vittaly.com are welcome)
• Send spam, malware, or other harmful code; impersonate any person or entity
• Resell, rent, or sublicense the Service, or use it to build a competing product
• Reverse engineer the Service except to the extent permitted by applicable law
• Use the Service to provide professional accounting, tax, audit, or legal advice to others as if such advice came from Vittaly
• Exceed published rate limits or otherwise impose an unreasonable burden on the Service

The Service includes AI features that produce suggestions — transaction categorizations, journal entry drafts, receipt extractions, and answers to questions about your books. These outputs are advisory only. A human must approve any journal entry, invoice, or other state change before it posts. You are responsible for reviewing AI suggestions for accuracy.

AI outputs are generated probabilistically and may be incomplete, incorrect, or contain inaccuracies. You should not rely on AI outputs as professional accounting, tax, legal, or financial advice.

The Service interoperates with third-party providers, including payment processors, banking aggregators, e-commerce platforms, identity providers, and email delivery services. Your use of those services is governed by their own terms and privacy policies. We are not responsible for the acts, omissions, availability, or performance of any third-party service, and a third-party service's unavailability does not entitle you to a refund or service credit unless expressly stated in an order form or service-level commitment.

Vittaly is a software platform. It is not a certified public accounting firm, law firm, registered investment adviser, or tax preparation service. Nothing in the Service constitutes professional accounting, tax, audit, legal, or financial advice. You are responsible for the accuracy of your books and for your tax, regulatory, and reporting obligations, and you should consult a qualified professional for advice specific to your situation.

Some Service features require a paid subscription. Fees, billing frequency, and included usage are set out on our pricing page or in an order form. Unless otherwise stated, subscriptions renew automatically at the end of each billing period at the then-current rate, and we will charge the payment method on file. You can cancel renewal at any time from your account; cancellation takes effect at the end of the then-current billing period.

Fees are non-refundable except where required by law or as expressly stated in these Terms. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Fees are exclusive of taxes; you are responsible for sales, use, VAT, and similar taxes (other than taxes based on our income).

A free trial, if offered, is provided "as is" and may be modified or discontinued at any time. Unless you cancel before the trial ends, the subscription will begin and you will be billed.

We retain all right, title, and interest in and to the Service, including the software, models, designs, trademarks (including "Vittaly"), documentation, and any improvements or feedback incorporated into the Service. No license is granted to you except the limited right to use the Service in accordance with these Terms. If you submit feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or compensation.

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will protect Confidential Information with at least the same care it uses for its own confidential information (and no less than reasonable care), and will use it only to perform under these Terms. Customer Content is your Confidential Information. The Service, including non-public technical and pricing information, is our Confidential Information.

We may suspend or terminate your access to the Service if you materially breach these Terms, if your use poses a security or legal risk to us or another Customer, if required by law, or if your account is overdue. We will provide reasonable notice unless immediate action is required to protect the Service or its users.

You can terminate your subscription at any time by canceling renewal from your account or by emailing support@vittaly.com. Upon termination, your right to use the Service ends, but your Customer Content is retained per the schedule in our Privacy Policy and you can request an export. Sections that by their nature should survive termination (including license grants of feedback, confidentiality, ownership, disclaimers, indemnities, limitations of liability, and dispute resolution) will survive.

You can export Customer Content from the Service in standard formats (CSV and PDF for reports; JSON for journal entries and core records). You can request deletion of your Organization's Customer Content by contacting privacy@vittaly.com, subject to retention schedules required by law and to legal holds.

Except as expressly stated in these Terms, the Service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment. We do not warrant that the Service will be uninterrupted, error-free, secure against every attack, or that defects will be corrected. AI outputs are provided without warranty of any kind.

You will defend, indemnify, and hold harmless Vittaly and its officers, directors, employees, and agents from any third-party claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) your or your users' use of the Service in violation of these Terms or applicable law; (b) Customer Content; (c) your tax, regulatory, accounting, or financial reporting obligations; or (d) your failure to obtain required consents.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss of data, even if advised of the possibility.

Each party's total liability arising out of or related to these Terms or the Service will not exceed the amounts you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or one hundred US dollars ($100) if the Service was provided to you at no charge. The parties acknowledge that these limitations are an essential basis of the bargain.

Nothing in these Terms limits liability for: (i) a party's gross negligence, willful misconduct, or fraud; (ii) your obligation to pay fees; (iii) your indemnification obligations; or (iv) liabilities that cannot be excluded by law.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute not subject to arbitration.

Please read carefully — this section affects your rights.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved through good-faith discussion will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will take place in Delaware (or remotely where the rules allow). Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. Disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. If a court decides this waiver is unenforceable, the entire arbitration provision will be void as to that dispute.

Either party may bring a claim in small-claims court for disputes that qualify. Either party may seek injunctive or equitable relief for intellectual property or confidentiality matters in court.

We may update these Terms from time to time. If we make a material change, we will provide reasonable advance notice (at least thirty (30) days for paying Customers, where practical) by email or in-app notice. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the change, your sole remedy is to stop using the Service and cancel your subscription, in which case we will refund any prepaid, unused fees for the remainder of the then-current billing period.

These Terms, together with any order form and the Privacy Policy, are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the remaining provisions will remain in effect. Our failure to enforce a right is not a waiver of that right. You may not assign these Terms without our written consent; we may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets. Notices to you may be sent to the email address associated with your account; notices to us must be sent tolegal@vittaly.comwith a copy to our registered mailing address. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Excused delays for force majeure events.

Questions about these Terms:legal@vittaly.com

Vittaly, Inc.
15858 River Glen Dr
Frisco, TX 75035, United States