Terms of Service

These Terms of Service (the "Terms") are a binding agreement between LynosAI Inc., a corporation incorporated under the laws of the Province of Ontario, Canada, operating as "Lynos" and "Lynos.ai" ("Lynos," "we," "us," or "our"), and the business or individual accessing or using the Service ("you" or "Customer"). They govern your use of the Lynos.ai websites, web application, SMS receipt service, APIs, and related services (collectively, the "Service").

By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy (available at lynos.ai/privacy), which is incorporated by reference. If you do not agree, do not use the Service.

1. Eligibility; Business Use

The Service is designed for business use. To use the Service you represent and warrant that:

• you are at least 18 years old;
• you are using the Service for business or professional purposes and not for personal, family, or household purposes;
• if you are accepting these Terms on behalf of a company, firm, or other legal entity, you have the authority to bind that entity, in which case "you" and "Customer" refer to that entity; and
• you are not barred from using the Service under the laws of Canada, the United States, or any other applicable jurisdiction.

2. The Service

Lynos is an AI-powered bookkeeping automation platform. Depending on your plan, the Service may include: connecting bank and credit card accounts through our data provider; capturing receipts by upload or text message; AI-assisted transaction categorization and receipt matching; synchronization with QuickBooks® Online or Xero; a daily Books Health Score; natural-language querying of your books ("Ask Lynos"); and exportable reports and tax packages.

We are continuously improving the Service and may add, modify, or remove features from time to time. Where a change materially reduces the core functionality of your paid plan, we will use reasonable efforts to notify you in advance.

3. No Professional Advice (Important)

Lynos is software, not an accountant. The Service provides automated bookkeeping tools and informational output only. It does not provide, and must not be relied on as, tax, accounting, audit, legal, investment, or other professional advice, and no output of the Service constitutes such advice.

• Lynos is not a CPA firm, an accounting firm, a law firm, or a financial advisor, and is not registered with or licensed by any professional body or tax authority.
• No accountant–client, advisor–client, or other professional relationship is created by your use of the Service.
• Categorizations, matches, scores, summaries, answers from Ask Lynos, and tax packages are starting points that you (or your professional advisor) must review and verify before relying on them, including before filing any tax return, making any remittance, or making any financial decision.
• Tax rules differ by jurisdiction (for example, between Canada and the United States and among provinces and states) and change over time. You are responsible for determining how they apply to your business, and for consulting a qualified professional where appropriate.
• You remain responsible for your own books and records. The Service does not replace your legal obligation to keep and retain business records (for example, the Canada Revenue Agency generally requires records to be kept for six years; the IRS has its own retention rules). We provide export tools to help you keep your own copies.

4. Accounts and Security

You must provide accurate, current, and complete registration information and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account, whether or not authorized by you, until you notify us of a compromise. Notify us immediately at support@lynos.ai if you suspect any unauthorized access or use.

If your plan permits multiple users (for example, team or accounting-firm plans), you are responsible for the acts and omissions of every user you authorize, and you must ensure each user complies with these Terms.

5. Plans, Fees, and Billing

5.1 Plans and pricing. Current plans and pricing are described on our website or in an order form or written proposal we provide you (each, an "Order"). Unless an Order states otherwise, prices are stated in U.S. dollars (USD) and exclude applicable taxes.

5.2 Payment; auto-renewal. Paid subscriptions are billed in advance on a recurring basis (monthly or annually, per your plan) through our payment processor, Stripe. Your subscription renews automatically at the end of each billing period, and your payment method will be charged, until you cancel in accordance with Section 5.3. You authorize us and Stripe to charge your payment method for all fees due, including on renewal.

5.3 Cancellation. You may cancel your subscription at any time from Settings, Billing in the Service. Cancellation takes effect at the end of the billing period in which you cancel (the "Cancellation Date"). Until the Cancellation Date you keep full access and no further charges are made; you may reverse the cancellation from the same page at any time before then. Except where required by law, fees are non-refundable, including for partial billing periods, unused features, or downgrades. If you cannot reach the Service, you may also cancel by email to support@lynos.ai from the email address associated with your account.

5.4 Free trials and promotions. If we offer a free trial or promotional pricing, its specific terms will be disclosed when you sign up. Unless stated otherwise, a free trial converts to a paid subscription at the then-current price at the end of the trial unless you cancel before the trial ends.

5.5 Price changes. We may change pricing with at least 30 days' notice (by email or in-app). Changes take effect at your next renewal. If you do not agree, you may cancel in accordance with Section 5.3 before the change takes effect.

5.6 Taxes. You are responsible for all applicable sales, use, GST/HST/PST, QST, VAT, and similar taxes, other than taxes on our net income. If we are required to collect tax, it will be added to your invoice.

5.7 Late or failed payment. If a renewal charge fails, access to the Service is suspended immediately until a valid payment method is charged successfully. While suspended, we stop importing transactions. We and our payment processor may retry the charge for up to twenty-one (21) days; if no charge succeeds, your subscription ends and Section 5.8 applies. You are responsible for keeping a valid payment method on file.

5.8 When your subscription ends. On the Cancellation Date, or when a free trial or a suspended subscription ends without payment, we stop importing transactions, disconnect your linked financial accounts, and close your access to the Service. We retain your account data for twelve (12) months after that date so you can reactivate, after which it is permanently deleted. You do not have access to your data during that retention period. If you close your account from the Service, your subscription ends immediately and your data is permanently deleted thirty (30) days later unless you sign in and restore the account before then. Export your records before your access ends; see Section 3.

6. Connecting Financial Accounts (Plaid)

The Service uses Plaid Inc. ("Plaid") to connect to your accounts at banks and other financial institutions and to retrieve account and transaction data.

By using the Service, you grant Lynos and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from your financial institutions as reasonably necessary to provide the Service to you. You agree that your information will be transferred, stored, and processed by Plaid in accordance with the Plaid End User Privacy Policy, and you acknowledge and agree that your information will be treated in accordance with that policy.

You represent that you are authorized to connect each financial account you link (for example, that you are an account holder or an authorized signer) and that connecting it does not violate any agreement you have with your financial institution. Lynos does not receive or store your banking usernames or passwords; credentials are handled by Plaid and your institution.

7. Accounting Software and Other Third-Party Integrations

The Service integrates with QuickBooks® Online, a product of Intuit Inc., and with Xero, a product of Xero Limited. By connecting your QuickBooks company file or your Xero organization, you authorize Lynos to access, read, and write data in it (for example, accounts, vendors or contacts, classes or tracking categories, and transactions) as needed to provide the Service and as directed by you or your settings. Your use of QuickBooks or Xero remains subject to your agreement with Intuit or Xero, respectively. QuickBooks is a registered trademark of Intuit Inc. and Xero is a trademark of Xero Limited; Lynos is not affiliated with, endorsed by, or sponsored by Intuit or Xero.

The same applies to any other third-party product you connect to the Service now or in the future. Third-party services are governed by their own terms and privacy policies. We are not responsible for third-party services, and an integration may be interrupted or discontinued if the third party changes or withdraws its APIs or terms.

8. SMS Receipt Service (Text Messaging Terms)

If you enable SMS receipt capture, the following applies:

• Opt-in. By providing your mobile number and enabling the feature (or by texting a receipt to your Lynos number), you consent to send and receive text messages between you and Lynos, delivered via our messaging provider (Twilio), for receipt submission, confirmations, and related service notifications. Consent to receive texts is not a condition of purchasing any good or service.
• Message frequency varies based on your use of the feature.
• Message and data rates may apply, depending on your mobile carrier and plan.
• Opt-out and help. Reply STOP at any time to stop receiving messages (this disables SMS receipt capture; you can still upload receipts in the app). Reply HELP for help, or contact support@lynos.ai.
• Mobile carriers are not liable for delayed or undelivered messages.
• Your mobile number and SMS opt-in information will not be shared with or sold to third parties or affiliates for their marketing or promotional purposes. See our Privacy Policy for details.

9. AI Features

The Service uses artificial intelligence, including large language models operated by third-party providers, to read receipts, categorize transactions, reconcile records, answer questions, and generate reports and summaries ("AI Output").

You acknowledge and agree that:

• AI Output is generated probabilistically and may be inaccurate, incomplete, outdated, or misleading, including in ways that appear plausible and confident;
• our multi-model approach is designed to reduce, but cannot eliminate, errors;
• AI Output is not professional advice (see Section 3), and you must independently review and verify AI Output before relying on it;
• similar input may produce different output at different times; and
• you will not represent AI Output as human-generated professional work where that would be misleading.

We select and may change the third-party AI providers used to power these features. Our Privacy Policy describes how data is shared with them.

10. Your Data

10.1 Ownership. As between you and Lynos, you own the data you submit to the Service or that the Service retrieves on your behalf, including receipts, transaction data, financial account data, accounting software data (QuickBooks or Xero), and business information ("Customer Data"). These Terms do not transfer ownership of Customer Data to Lynos.

10.2 Our license. You grant Lynos a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and create derivative works of Customer Data solely as needed to (a) provide, maintain, secure, and support the Service; (b) comply with law; and (c) create aggregated and de-identified data that does not identify you or any individual, which we may use to operate, evaluate, and improve the Service. We do not permit our third-party AI providers to use Customer Data to train their models (see the Privacy Policy).

10.3 Your responsibilities. You represent and warrant that you have all rights and consents necessary to submit Customer Data to the Service (including any personal information about your employees, contractors, or customers contained in it) and that Customer Data and your use of the Service will not violate any law or third-party right.

10.4 Export and deletion. The Service's standard export tools (for example, transaction exports, reports, and tax packages) are included with your subscription and remain available to you for 30 days after cancellation or termination. If you would like us to compile a complete archive of your account (all Customer Data, including all receipt images and attachments), we offer a full-account export service for a one-time fee of US$500, payable in advance. After the 30-day export window, we may delete Customer Data in accordance with our Privacy Policy. Nothing in this Section limits any individual's statutory right to access their personal information under applicable privacy law (see the Privacy Policy).

11. Acceptable Use

You agree not to, and not to permit anyone to:

• use the Service in violation of any law or regulation, or for any fraudulent or deceptive purpose;
• connect financial accounts, upload data, or submit receipts that you are not authorized to access or use;
• attempt to probe, scan, breach, or test the vulnerability of the Service, or circumvent any security or authentication measure;
• reverse engineer, decompile, or attempt to extract the source code, models, or prompts of the Service, except to the extent that restriction is prohibited by law;
• access the Service to build a competing product, or use automated means (scraping, bulk extraction) to access the Service other than through interfaces we provide;
• use the Service or AI Output to develop or train a machine-learning model, or resell, sublicense, or provide the Service to third parties, except as expressly permitted by your plan (for example, an accounting-firm or reseller agreement);
• upload malicious code or interfere with the integrity or performance of the Service; or
• misrepresent your identity or affiliation.

We may suspend or limit access immediately, with or without notice, if we reasonably believe your use violates this Section, threatens the security or integrity of the Service, or exposes Lynos or others to liability.

12. Intellectual Property; Feedback

The Service, including its software, models, prompts, interfaces, designs, logos, and content other than Customer Data, is owned by Lynos and its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription, for your internal business purposes, in accordance with these Terms. No other rights are granted.

If you send us suggestions, ideas, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

13. Confidentiality

Each party may receive non-public information of the other in connection with the Service ("Confidential Information"). Each party will use the other's Confidential Information only as needed to perform under these Terms, protect it with at least reasonable care, and not disclose it except to employees, advisors, and service providers who need it and are bound by comparable obligations, or as required by law (with notice to the other party where lawful). Customer Data is your Confidential Information; the Service and its non-public technology and pricing are ours.

14. Beta Features

We may offer features identified as beta, preview, early access, or similar. Beta features are provided "as is," may be changed or discontinued at any time, may be subject to additional terms, and are excluded from any availability or support commitments.

15. Term; Suspension; Termination

These Terms apply from your first acceptance or use of the Service and continue until terminated. You may terminate by cancelling your subscription in accordance with Section 5.3 and closing your account. We may terminate or suspend your access (a) for material breach of these Terms that is not cured within 10 days of notice (or immediately for breaches of Sections 11 or 13, or non-payment); (b) if required by law or by a third-party provider whose service is necessary to operate the Service; or (c) upon 30 days' notice if we discontinue the Service.

Upon termination: your right to use the Service ends; fees accrued remain payable; Section 10.4 governs data export and deletion; and Sections 3, 9, 10.2 (as to de-identified data), 11–13, and 16–21 survive.

16. Disclaimers

THE SERVICE AND ALL OUTPUT (INCLUDING AI OUTPUT) ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LYNOS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, LYNOS DOES NOT WARRANT THAT: (a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) ANY CATEGORIZATION, MATCH, SCORE, ANSWER, REPORT, OR TAX PACKAGE WILL BE ACCURATE, COMPLETE, OR COMPLIANT WITH ANY TAX OR ACCOUNTING REQUIREMENT; (c) DATA RETRIEVED FROM FINANCIAL INSTITUTIONS OR THIRD-PARTY SERVICES WILL BE ACCURATE, COMPLETE, OR CONTINUOUSLY AVAILABLE; OR (d) THE SERVICE WILL MEET YOUR REQUIREMENTS. YOU ASSUME FULL RESPONSIBILITY FOR YOUR RELIANCE ON THE SERVICE AND ITS OUTPUT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY RIGHT OR REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (INCLUDING APPLICABLE CANADIAN CONSUMER PROTECTION LEGISLATION, TO THE EXTENT IT APPLIES DESPITE THE BUSINESS-USE NATURE OF THE SERVICE).

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR ANY TAX PENALTIES, INTEREST, ASSESSMENTS, OR REASSESSMENTS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

(b) LYNOS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO LYNOS FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS (US$100).

THE EXCLUSIONS IN THIS SECTION DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF SECTION 11, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW (SUCH AS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT WHERE SUCH LIMITS ARE NOT PERMITTED). THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL BASIS OF THE BARGAIN, AND THAT LYNOS'S PRICING REFLECTS IT.

18. Indemnification

You will defend, indemnify, and hold harmless Lynos and its officers, directors, employees, and agents from and against any third-party claims, and resulting damages, liabilities, costs, and expenses (including reasonable legal fees), arising out of or relating to: (a) Customer Data, including any claim that it infringes or misappropriates a third party's rights or was collected or provided without required consents; (b) your use of the Service in violation of these Terms or applicable law; (c) your filings, remittances, or business or financial decisions, including those informed by output of the Service; or (d) any dispute between you and your financial institution, accountant, employees, or customers. We will promptly notify you of any such claim and may participate in the defense with our own counsel at our expense. You may not settle any claim in a way that imposes obligations on Lynos without our prior written consent.

19. Governing Law; Dispute Resolution; Arbitration; Class Action Waiver

19.1 Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal resolution first. Before starting a formal proceeding, you agree to contact us at legal@lynos.ai describing the dispute, and both parties will attempt in good faith to resolve it within 30 days.

19.3 Binding arbitration. Except as set out in Section 19.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration on an individual basis, administered by the ADR Institute of Canada, Inc. under its Arbitration Rules in effect when the arbitration is commenced. The arbitration will be conducted in English by a single arbitrator. The seat of the arbitration will be Toronto, Ontario, and hearings may be conducted by videoconference at either party's request. The arbitration will be governed by the Arbitration Act, 1991 (Ontario) or, where applicable, the International Commercial Arbitration Act, 2017 (Ontario). The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

19.4 Class action waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court under Section 19.5, and the rest of this Section remains in effect.

19.5 Exceptions. Either party may (a) bring an individual claim in a small-claims court of competent jurisdiction (including the Ontario Small Claims Court) if the claim qualifies, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Nothing in this Section prevents you from making a complaint to a regulator or government authority. If a claim is found not to be arbitrable, or this Section is found unenforceable as to a claim, that claim will be brought exclusively in the courts of the Province of Ontario sitting in Toronto, and the parties irrevocably attorn to the jurisdiction of those courts.

19.6 Opt-out. You may opt out of Sections 19.3 and 19.4 by emailing legal@lynos.ai with the subject "Arbitration Opt-Out" within 30 days of first accepting these Terms, stating your name, company, and account email. Opting out does not affect any other provision of these Terms.

20. Changes to These Terms

We may update these Terms from time to time. If a change is material, we will provide at least 30 days' notice by email or in-app before it takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and may cancel your subscription in accordance with Section 5.3 before the change takes effect.

21. General

• Entire agreement. These Terms, the Privacy Policy, and any Order form the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject. If there is a conflict, an executed Order controls over these Terms.
• Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. A failure to enforce a provision is not a waiver.
• Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of financial institutions, third-party APIs, telecommunications, or cloud providers; provided this does not excuse your payment obligations.
• Export and sanctions. You may not use the Service in violation of Canadian or U.S. export-control or sanctions laws.
• Notices. We may give notice by email to your account email or in-app; you may give notice to Lynos by email to legal@lynos.ai (or, if you require a mailing address for formal notice, to the mailing address we provide on request from legal@lynos.ai). Notices are effective when sent (email) or received (mail).
• No third-party beneficiaries. Except as expressly stated (for example, Plaid's rights under Section 6), there are no third-party beneficiaries to these Terms.
• Trademarks. QuickBooks is a registered trademark of Intuit Inc. Xero is a trademark of Xero Limited. Other names are trademarks of their respective owners; their use does not imply affiliation or endorsement.
• Language. The parties confirm that it is their express wish that these Terms and all related documents be drawn up in English. Les parties confirment leur volonté expresse que la présente convention, ainsi que tous les documents qui s'y rattachent, soient rédigés en anglais.

22. Contact

LynosAI Inc., incorporated in Ontario, Canada
Legal: legal@lynos.ai · Support: support@lynos.ai · Sales: sales@lynos.ai · Website: lynos.ai

A mailing address for formal legal notices is available on request from legal@lynos.ai.