The Subscription SaaS Agreement.

This Subscription SaaS Agreement (the "Agreement") is entered into between Automated ERP Services LLC, a Florida limited liability company doing business as KAPITAH®, with its principal office in Miami, Florida, USA ("KAPITAH®", "we", "us"), and the legal entity identified in the Order or sign-up flow ("Customer", "you").

KAPITAH® is the software platform developed, owned, hosted and supported by Automated ERP Services LLC through its development division. There is no separate KAPITAH® legal entity: every reference to "KAPITAH®" in this Agreement, the Order, the Privacy Policy, the DPA and the Documentation means Automated ERP Services LLC.

This Agreement 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", signing an Order, or accessing the Service, the person doing so represents that 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 that Customer invites to use the Service on its behalf.
• "Customer Data" — all data that Customer or its Authorized Users submit to, generate in, or process through the Service, including ledgers, journal entries, documents, attachments, audit-trail records and metadata.
• "Order" — an online sign-up, an in-product plan selection, or an order form or service contract signed by both parties that references this Agreement.
• "Signed Order" — an Order signed by both parties on paper or electronically, as opposed to an online sign-up or plan selection.
• "Subscription Term" — the period stated in the Order, beginning at activation and renewing as set out in Section 6.
• "Documentation" — the then-current product, support 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, as included in Customer's plan.

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; if such a reduction materially harms Customer, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

New organizations may use the Service free of charge for 30 days. No payment method is required to start a trial, and a trial never converts automatically into a paid subscription. At the end of the trial, access ends unless Customer chooses a plan or signs an Order.

Customer Data entered during a trial belongs to Customer. If Customer does not subscribe, Customer may export it during the trial; it is deleted within 30 days after the trial ends. Trials are limited to one per organization. Implementation services, data migration and support levels described in a Signed Order are not part of the trial unless the Order says otherwise.

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 or under Section 15.4;
• resell, sublicense, or expose the Service to third parties as a hosted product;
• use the Service to build a competing product, or benchmark it for public comparison without consent;
• upload data they do not have the right to process.

6.1 Fees. Subscription fees are stated in the applicable Order and are billed in advance, monthly or annually, 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).

6.2 Online subscriptions. Subscriptions purchased online renew automatically for a period equal to the prior term unless Customer cancels before the renewal date. Customer may cancel at any time from the billing settings; cancellation takes effect at the end of the current paid period. For annual subscriptions, KAPITAH® will send a renewal reminder at least 30 days before the renewal date.

6.3 Signed Orders. Renewal of a Signed Order follows the terms of that Order. If the Signed Order is silent, it does not renew automatically: renewal requires written confirmation by Customer.

6.4 Price changes. KAPITAH® will give at least 60 days' written notice of any price increase applicable to a renewal. Customer may decline the renewal without any fee.

6.5 Refunds. Fees already paid are non-refundable, except (a) as required by law, (b) as stated in Sections 3, 12 and 15, or (c) as stated in a Signed Order.

6.6 Late payment. If a payment is more than 14 days overdue, KAPITAH® may, after written notice, place the workspace in read-only mode. Read-only mode always keeps Customer's ability to view and export all Customer Data. Accounts more than 30 days past due may be terminated after a further written notice, in which case Section 15.3 applies.

6.7 No other fees. There is no fee to cancel a subscription, to export Customer Data, or to receive Customer Data at the end of the Agreement.

7.1 Ownership. Customer owns all right, title and interest in Customer Data. Neither KAPITAH®, Automated ERP Services LLC, nor any of their members, managers, employees or contractors acquires any ownership, usage or retention right in Customer Data. KAPITAH® acts only as host and technical custodian, on Customer's behalf and instructions.

7.2 License to KAPITAH®. Customer grants KAPITAH® a limited, non-exclusive license to host, process, transmit, display and back up Customer Data solely to provide, secure and support the Service for Customer.

7.3 Use restrictions. KAPITAH® does not sell, rent or share Customer Data, and does not use it to train third-party or general-purpose AI models. KAPITAH® may use aggregated, de-identified usage statistics that cannot reasonably identify Customer or any individual to operate and improve the Service.

7.4 Export at any time. Customer may export its Customer Data at any time, at no charge, in open formats: Excel/CSV for ledgers, entries, budgets and reports; original file formats for attached documents; and an export of the audit trail. On written request, KAPITAH® will deliver a complete copy of Customer Data, including a full database backup, within 10 business days.

7.5 No withholding. KAPITAH® will never withhold, delete or deny export of Customer Data as leverage, including during a dispute or a payment delay.

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 responsible for reviewing and approving AI-generated journal entries, classifications, reconciliations and other suggestions before relying on them for financial reporting, tax, regulatory or audit purposes. KAPITAH® does not provide tax, accounting, audit or legal advice. AI features process Customer Data only through providers that are contractually bound not to train their models on it; these providers are listed as subprocessors in the DPA.

9.1 Safeguards. KAPITAH® maintains administrative, physical and technical safeguards designed to protect Customer Data, including encryption in transit and at rest and daily backups, as described on the Security page and in the Data Processing Addendum ("DPA"). The DPA is incorporated by reference.

9.2 Hosting and location. The Service is hosted on cloud infrastructure provided by subprocessors listed in the DPA (currently Supabase for the database and Cloudflare for the application layer). Customer Data is stored in the United States. Each organization's data is logically separated from other organizations' data. Signed Orders may provide for a dedicated database instance.

9.3 Subprocessors. KAPITAH® remains responsible to Customer for the acts and omissions of its subprocessors as for its own. KAPITAH® will give at least 30 days' notice before adding or replacing a subprocessor that processes Customer Data.

9.4 Incidents. KAPITAH® will notify Customer without undue delay, and in any case within 72 hours after becoming aware of a security incident affecting Customer Data, with the information available on its nature, impact and the measures taken.

Each party will protect the other's Confidential Information with at least the same degree of care it uses for 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. This obligation survives termination.

Automated ERP Services LLC owns all right, title and interest in and to the Service, its source code, the Documentation and the KAPITAH® trademarks, including all improvements and derivative works, subject to the rights of the licensors of any third-party components. No rights are granted by implication, estoppel or otherwise other than the subscription rights expressly set out here and in Section 15.4. 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 remedy for breach of this warranty is, at KAPITAH®'s option, correction of the non-conformity or termination of the affected subscription with a refund of prepaid, unused fees. 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 it 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 OR GOODWILL. 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. THESE LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY OR OF SECTION 7, OR UNPAID FEES.

15.1 Term. This Agreement starts when Customer first accesses the Service and continues for the Subscription Term and any renewals.

15.2 Termination. Either party may terminate for material breach not cured within 30 days of written notice. KAPITAH® may suspend access immediately, and only to the extent necessary, for a security risk, abuse or legal requirement; suspension for non-payment follows Section 6.6.

15.3 Return of data. On termination or expiry for any reason, Customer's right to use the Service ends, but Customer keeps read-only and export access to its Customer Data for at least 90 days. On request during that period, KAPITAH® will deliver a complete export (Section 7.4). After Customer confirms receipt, or at the end of the 90 days after a written reminder sent at least 30 days in advance, KAPITAH® deletes Customer Data and its backups within 90 days and, on request, provides written confirmation of deletion.

15.4 Continuity. If KAPITAH® decides to discontinue the Service, it will give Customer at least 180 days' written notice and keep export access available throughout that period. Signed Orders may provide additional continuity protections, such as a source-code escrow arrangement and a right to have the software operated and maintained by another provider if KAPITAH® ceases to provide the Service.

15.5 Survival. Sections 7, 10, 11, 13, 14, 15.3, 15.4 and 16 survive termination.

This Agreement is governed by the laws of the State of Florida, USA, without regard to its conflict-of-law principles. The exclusive venue for any dispute is the state or federal courts located in Miami-Dade County, Florida, and the parties consent to personal jurisdiction there, unless a Signed Order provides otherwise. 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.

17.1 Order of precedence. In case of conflict, the following documents prevail in this order: (1) a Signed Order, (2) the DPA, (3) this Agreement, (4) the Documentation. Online terms, click-through terms or website content never override a Signed Order.

17.2 Entire agreement. This Agreement, together with the Order, Privacy Policy, DPA and Documentation, is the entire agreement between the parties on its subject and supersedes any prior agreement on that subject.

17.3 Assignment. Neither party may assign this Agreement without the other's written consent, except to an affiliate or in connection with a merger, reorganization or sale of substantially all of its assets, with written notice to the other party. Any successor is bound by this Agreement, including Sections 7 and 15.

17.4 Other terms. No waiver is effective unless in writing. If any provision is held unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control. Notices to KAPITAH® must be sent to legal@kapitah.com; notices to Customer may be sent through the Service or to the email on file.

Automated ERP Services LLC, doing business as KAPITAH®
Miami, Florida, USA
Questions about this Agreement: legal@kapitah.com
Security disclosures: security@kapitah.com
Support: support@kapitah.com