The Subscription SaaS Agreement.

This Subscription SaaS Agreement (the "Agreement") is entered into between Kapitah, Inc. ("KAPITAH®", "we", "us") and the legal entity identified in the order or sign-up flow ("Customer", "you"). It governs Customer's subscription to the KAPITAH® platform, the hosted services, APIs, mobile and web applications, AI features, and any related documentation (collectively, the "Service").

By clicking "I agree", executing an order, or accessing the Service, the person doing so represents they have authority to bind the Customer and the Customer accepts this Agreement. If you do not agree, do not use the Service.

• "Authorized Users" — employees, contractors, accountants, auditors, and advisors Customer invites to use the Service on its behalf.
• "Customer Data" — all data Customer or its Authorized Users submit to, generate in, or process through the Service, including ledgers, documents, attachments, and metadata.
• "Order" — an online sign-up, in-product plan selection, or signed order form referencing this Agreement.
• "Subscription Term" — the period stated in the Order, beginning at activation and renewing as set out in Section 6.
• "Documentation" — the then-current product and security documentation published by KAPITAH®.

Subject to this Agreement and payment of fees, KAPITAH® grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term for Authorized Users to access and use the Service for Customer's internal business operations, including multi-entity general ledger, AR/AP, treasury, inventory, fixed assets, consolidation, segment reporting, audit trail, and AI-assisted close.

KAPITAH® may update the Service from time to time. Material reductions of functionality on Customer's current plan will be announced at least 30 days in advance.

New subscriptions include a 14-day free trial. A valid payment method is collected at sign-up but will not be charged until the trial ends. Customer may cancel at any time during the trial without charge. After the trial, the Subscription Term begins and the plan billing applies. Trials are limited to one per organization.

Customer is responsible for all activity under its workspace and for its Authorized Users' compliance with this Agreement. Logins are personal and must not be shared. Customer will use commercially reasonable security measures, including strong passwords and multi-factor authentication where available.

Customer and its Authorized Users will not:

• use the Service in violation of law or to infringe any third-party right;
• upload malware or perform security testing without prior written consent;
• reverse engineer, decompile, or attempt to access source code except as permitted by law;
• resell, sublicense, or expose the Service to third parties as a hosted product;
• use the Service to build a competing product or to benchmark for the purpose of public comparison without consent;
• upload data they do not have the right to process.

Subscription fees are stated on the pricing page or in the applicable Order and are billed in advance on a monthly or annual basis as selected by Customer. Fees are exclusive of taxes; Customer is responsible for applicable sales, use, VAT, or withholding taxes (other than taxes on KAPITAH®'s net income).

Unless cancelled before renewal, each Subscription Term renews automatically for a period equal to the prior term at then-current pricing. KAPITAH® will provide at least 30 days' notice before any price increase applicable to a renewal. Fees are non-refundable except as required by law.

If a payment fails, the Service may move to a read-only state until the balance is cleared. Accounts past due more than 14 days may be suspended, and more than 30 days may be terminated.

As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants KAPITAH® a limited, non-exclusive license to host, process, transmit, display, and back up Customer Data solely to provide, secure, support, and improve the Service for Customer.

KAPITAH® does not sell Customer Data and does not use Customer Data to train third-party or general-purpose AI models. KAPITAH® may use aggregated and de-identified data that cannot reasonably be used to identify Customer or any individual for operating and improving the Service.

The Service includes AI-assisted features such as the AI Assistant, agentic import, receipt OCR, and close automation. AI outputs are probabilistic and may be incorrect. Customer is solely responsible for reviewing, approving, and relying on AI-generated journal entries, classifications, reconciliations, and other suggestions before using them for financial reporting, tax, regulatory, or audit purposes. KAPITAH® does not provide tax, accounting, audit, or legal advice.

KAPITAH® will maintain administrative, physical, and technical safeguards designed to protect Customer Data, as described in the Security page and the Data Processing Addendum ("DPA"). The DPA is incorporated by reference and applies whenever KAPITAH® processes personal data on Customer's behalf. Customer Data is stored in the regions disclosed in the Documentation and is isolated by organization in the platform's row-level security model.

Each party will protect the other's Confidential Information with at least the same degree of care it uses to protect its own (and not less than reasonable care), and will use it only to perform under this Agreement. Confidential Information excludes information that is public through no fault of the receiving party, was lawfully known before disclosure, or is independently developed without use of the disclosing party's Confidential Information.

KAPITAH® and its licensors retain all right, title, and interest in and to the Service, Documentation, and KAPITAH® trademarks, including all improvements and derivative works. No rights are granted by implication, estoppel, or otherwise other than the limited subscription rights expressly set out here. Feedback Customer voluntarily provides may be used by KAPITAH® without restriction.

KAPITAH® warrants that the Service will perform materially in accordance with the Documentation under normal use. Customer's sole remedy for breach of this warranty is, at KAPITAH®'s option, to correct the non-conformity or terminate the affected subscription and refund any pre-paid, unused fees for the period after termination. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND KAPITAH® DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

KAPITAH® will defend Customer against any third-party claim alleging that the Service as delivered infringes a valid intellectual property right, and pay damages finally awarded or agreed in settlement, provided Customer promptly notifies KAPITAH®, gives sole control of the defense, and reasonably cooperates.

Customer will defend KAPITAH® against any third-party claim arising from Customer Data, Customer's use of the Service in violation of this Agreement, or Customer's violation of law, and pay damages finally awarded or agreed.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR UNPAID FEES.

This Agreement starts when Customer first accesses the Service and continues for the Subscription Term and any renewals. Either party may terminate for material breach not cured within 30 days of written notice. KAPITAH® may suspend access immediately for security risks, abuse, non-payment, or legal requirement.

On termination, Customer's right to use the Service ends. KAPITAH® will make Customer Data available for export through the in-product bulk export for at least 90 days after termination, after which it may be deleted. Customer remains liable for fees accrued through termination.

This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law principles. The exclusive venue for any dispute is the state or federal courts located in Wilmington, Delaware, and the parties consent to personal jurisdiction there. Mandatory consumer-protection rights in Customer's jurisdiction are not affected. The UN Convention on Contracts for the International Sale of Goods does not apply.

This Agreement, together with the Order, Privacy Policy, DPA, and Documentation, is the entire agreement between the parties on the subject and supersedes any prior agreement on the subject. Neither party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets. No waiver is effective unless in writing. If any provision is held unenforceable, the rest remains in effect. Notices to KAPITAH® must be sent to legal@kapitah.com; notices to Customer may be sent via the Service or the email on file. Neither party is liable for delays caused by events beyond its reasonable control.

Questions about this Agreement: legal@kapitah.com. Security disclosures: security@kapitah.com.