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Subscriber Agreement & NDA — Financiario LLC
Non-Disclosure Agreement
Mutual Confidentiality. Each party ("Disclosing Party") may share information with the other party ("Receiving Party") that is confidential and proprietary ("Confidential Information"). Confidential Information includes, without limitation: financial data, accounting records, and business information provided by Subscriber; and platform technology, model architecture, pricing, methodologies, and proprietary frameworks belonging to Financiario LLC.
Non-Disclosure Obligation. Each Receiving Party agrees to: (i) hold all Confidential Information in strict confidence; (ii) use Confidential Information solely for the purpose of the subscription and services described in this Agreement; (iii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (iv) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.
Exceptions. Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known by the Receiving Party before disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided the Receiving Party gives prompt written notice where legally permissible.
Term. NDA obligations apply during the active subscription term and for three years following its termination or expiry. Financiario LLC's confidentiality obligations with respect to Subscriber financial data survive indefinitely per Section 6.3 of this Agreement.
01 · Parties and Acceptance
This Platform Subscriber Agreement ("Agreement") is entered into between Financiario LLC ("Financiario," "we," "us," or "our"), a California limited liability company, and the entity or individual identified in the applicable Order Form or platform registration ("Subscriber" or "you"). By checking the acceptance box on the Financiario platform portal, executing an Order Form, or accessing the platform, you confirm that you have read, understood, and agree to be bound by this Agreement and the NDA above in their entirety. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
This Agreement, together with the applicable Order Form, constitutes the complete agreement between the parties with respect to the platform. Financiario may update this Agreement at any time. Material updates will be communicated with at least 30 days advance notice. Continued use of the platform following the notice period constitutes acceptance of the revised terms.
02 · The Financiario Platform
Financiario is an institutional-grade financial intelligence technology platform that transforms Subscriber accounting data into a fully integrated, continuously updated financial operating system. The platform processes source data through Financiario's proprietary infrastructure and delivers automated financial models, rolling forecasts, variance analysis, executive dashboards, performance scoring, and AI-powered financial intelligence — continuously updated as new data flows in.
The platform is engineered to operate without requiring a dedicated FP&A operator or analyst. Subscriber provides source accounting data; the platform delivers the financial intelligence infrastructure. All platform outputs are derived from data provided by Subscriber and from assumptions configured within the platform.
03 · Subscription, Billing, and Access
3.1 Subscription Access. Subject to the terms of this Agreement and timely payment of all applicable fees, Financiario grants Subscriber a limited, non-exclusive, non-transferable right to access and use the platform for Subscriber's internal business purposes during the active subscription term.
3.2 Subscription Fee. The monthly subscription fee is as set out in the applicable Order Form. The fee is charged on the first day of each billing period. All fees are denominated in USD by default and are non-refundable for the billing period in which they are charged.
3.3 Implementation Fee. A one-time implementation fee applies to each subscription, covering custom platform onboarding, chart of accounts mapping, financial model configuration, dashboard setup, and data integration establishment. The implementation fee is charged approximately seven days from subscription activation and is non-refundable once platform access has been delivered and the handover session has been scheduled.
3.4 Configuration Change Fees. Changes following initial setup — including addition of new legal entities, chart of accounts restructuring, new data source connections, or material changes to Subscriber's accounting system — require a formal Change Request and are billed at Financiario's then-current Professional Services rates.
3.5 Minimum Initial Term and Automatic Renewal. Each subscription is subject to a minimum initial term of three months from activation. Following the Minimum Term, this Agreement renews automatically on a monthly basis unless either party provides 30 days written cancellation notice per Section 3.6.
3.6 Cancellation. Either party may cancel this Agreement upon 30 days written notice. Cancellation does not entitle Subscriber to a refund of fees charged for the current or any prior billing period. Upon cancellation, Subscriber retains permanent access to the static three-statement financial model reflecting historical data through the most recent completed month-end. Live updating, forecast refresh, dashboard access, and all automated platform outputs cease at the end of the notice period.
3.7 Pricing Adjustments. Financiario may adjust subscription pricing upon 60 days advance written notice, taking effect at the start of the first billing period following the close of the notice window.
3.8 Payment Failure and Suspension. If a payment method fails, Financiario may suspend platform access until the outstanding balance is resolved. Unpaid balances accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
3.9 Termination for Material Breach. Either party may terminate this Agreement for the other party's material breach upon written notice specifying the breach. The breaching party has 30 days to cure. If the breach is not cured, the non-breaching party may terminate upon written notice.
3.10 Account Security. Subscriber is responsible for maintaining the security and confidentiality of all login credentials and for all activity conducted under its account. Notify Financiario immediately at support@financiario.com if unauthorized access is suspected.
04 · Platform Setup and Onboarding
4.1 Onboarding and Initial Configuration. Each new Subscriber engagement includes a custom onboarding process covering chart of accounts mapping, data source configuration, financial model setup, dashboard calibration, and integration method establishment. Supported integration methods include secure CSV or GL/TB file upload, API connection (QuickBooks Online, Xero), and SQL connection where available. Update cadence is contingent on Subscriber providing accurate, complete, and timely source data.
4.2 Configuration Changes. Changes to the platform configuration following initial setup require a formal Change Request and are billed at Financiario's then-current Professional Services rates per Section 3.4.
05 · Multi-Entity Access
Each platform subscription applies to a single legal entity as identified in the applicable Order Form. Each entity within a corporate group, holding structure, or affiliated organization requires its own Financiario subscription and is subject to a separate Agreement and Order Form. Where a Subscriber operates multiple entities under a coordinated Financiario arrangement, inter-company integration and consolidated financial reporting across subscribed entities is included at no additional charge as part of the multi-entity configuration.
06 · Data Security and Confidentiality
6.1 Security Infrastructure. Financiario operates entirely within the Microsoft Azure cloud environment. All Subscriber Data is protected by AES-256 encryption at rest, TLS 1.2 or higher encryption in transit, role-based access controls (RBAC), and Microsoft Azure's compliance framework including SOC 2 and ISO 27001 standards maintained by Microsoft at the infrastructure level.
6.2 Data Ownership. Subscriber retains full ownership of all financial data, accounting records, and information provided to the platform ("Subscriber Data"). Subscriber grants Financiario a limited license to access, process, and store Subscriber Data solely to deliver platform services during the active subscription term. This license terminates upon cancellation.
6.3 Confidentiality. Financiario treats all Subscriber Data as strictly confidential. Subscriber Data is not disclosed to third parties except as required to operate and maintain the platform, as required by applicable law, or with Subscriber's prior written consent. This obligation survives termination of this Agreement.
6.4 Aggregated Data. Financiario may use anonymized, aggregated, non-identifiable data derived from platform usage for product development, benchmarking, and research. No Subscriber-identifiable information is disclosed in connection with such use.
07 · Intellectual Property
All platform technology, financial model architecture, dashboard configurations, data processing logic, AI training methodology, proprietary frameworks, algorithms, scoring systems, and visual outputs — including but not limited to the CEO Finance Dashboard™, CEO Scorecard, Financiario AI Copilot infrastructure, Power BI configurations, forecasting models, and the SAAAS Framework™ — are and remain the exclusive property of Financiario LLC, protected by US and international copyright, trademark, and trade secret law.
This Agreement grants Subscriber a limited access right to platform outputs for internal business use only. The following are expressly prohibited: reproduction, redistribution, sublicensing, or resale of platform outputs; reverse engineering or extracting proprietary model structures; development of derivative works or competing products based on Financiario's models or methodologies; sharing platform access credentials with unauthorized parties; and use of platform outputs or methodology in training AI models outside the Subscriber's own Azure environment without Financiario's prior written consent.
08 · Platform Outputs and Subscriber Responsibility
8.1 Nature of Platform Outputs. All outputs are derived exclusively from data provided by Subscriber and from assumptions configured within the platform. Financiario warrants that balance sheets produced by the platform will balance, financial statements will integrate in accordance with established best practice, and platform analytics follow disclosed formulas using all available data loaded at the time of calculation.
8.2 Subscriber's Responsibility for Data and Decisions. Subscriber is solely responsible for the accuracy and completeness of all source data provided; for reviewing and validating all forecast assumptions before placing reliance on forecast outputs; for engaging qualified professional advisors for all matters requiring professional judgment; and for any use of platform outputs in external communications, lender presentations, or other contexts in which third parties may rely on them. Platform outputs are financial intelligence tools engineered to support executive decision-making. They are not audited financial statements, professional accounting opinions, investment recommendations, legal advice, or tax guidance, and should not be represented as such to any third party.
09 · Testimonials and Feedback
By submitting a testimonial, case study contribution, or other feedback to Financiario, Subscriber grants Financiario LLC a worldwide, non-exclusive, royalty-free, perpetual license to use, reproduce, adapt, publish, and distribute such content across Financiario's marketing and communications channels, including the Financiario website, social media, and sales materials. Financiario will not identify Subscriber by name or publish identifiable financial data in any external marketing without Subscriber's prior written consent.
10 · Warranties and Limitation of Liability
10.1 Platform Warranty. Financiario warrants that the platform will perform materially in accordance with its description in the applicable Order Form during the active subscription term. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10.2 Limitation of Liability. FINANCIARIO'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED 25% OF THE TOTAL FEES PAID BY SUBSCRIBER TO FINANCIARIO IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM. FINANCIARIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Indemnification. Subscriber agrees to defend, indemnify, and hold harmless Financiario LLC, its members, officers, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (i) Subscriber's use of the platform; (ii) Subscriber's breach of this Agreement; (iii) Subscriber Data provided to Financiario; or (iv) Subscriber's violation of any applicable law or third-party rights.
11 · Acceptable Use
Subscriber agrees to use the platform solely for lawful internal business purposes. The following are prohibited: use of the platform for fraudulent financial reporting or any unlawful purpose; unauthorized access to or interference with platform systems; automated scraping or bulk extraction of platform data without written consent; introduction of malware or harmful code into the platform environment; infringement of any intellectual property or privacy rights of Financiario or any third party; and any use that could damage, disable, or impair the platform or other subscribers' access to it.
12 · Force Majeure
Neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, cyberattacks, power or internet outages, third-party platform disruptions including Microsoft Azure service interruptions, labor disputes, or governmental actions.
13 · Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of California. Any dispute shall first be subject to good-faith negotiation for 30 days. If unresolved, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in Contra Costa County or San Francisco, California. Claims must be brought only in an individual capacity — no class or representative proceedings. Any claim must be filed within one year of the cause of action arising or be permanently barred.
14 · General Provisions
This Agreement constitutes the complete agreement between the parties and supersedes all prior understandings. Financiario may amend this Agreement with 30 days advance written notice for material changes; continued use constitutes acceptance. Subscriber may not assign this Agreement without Financiario's prior written consent. Financiario may assign in connection with a merger, acquisition, or sale of substantially all assets, with notice to Subscriber. The parties are independent contractors. Sections 6, 7, 8, 9, 10, and 13 survive termination or expiration of this Agreement.
15 · Contact
Financiario LLC · support@financiario.com · financiario.com
3400 Cottage Way Ste G2 #25328, Sacramento, CA 95825
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