1. Parties and precedence
These Terms of Service ("Terms") form an agreement between Aqqrue Inc., a Delaware corporation ("Aqqrue," "we," or "us"), and the accounting or bookkeeping firm or other US business accepting them ("Customer," "you," or "your"). A person accepting these Terms on behalf of a Customer represents that they have authority to bind that Customer. The Services are offered primarily for business use by US accounting firms, bookkeepers, and their authorized personnel, not consumers.
The agreement consists of these Terms, any order form or accepted subscription plan ("Order"), the Data Processing Agreement ("DPA") for Customer Personal Data, and any mutually executed agreement. If documents conflict, a separately signed written agreement controls to the extent it expressly supersedes these Terms; the DPA controls for processing of Customer Personal Data; then an Order controls commercial specifics; then these Terms. The Privacy Policy describes Aqqrue's independent collection and use of business-contact, account, and website information and is provided as a notice rather than a replacement for the DPA.
2. Services and eligibility
Aqqrue provides an AI-assisted accounting workflow platform and related integrations, including transaction review, document and file processing, workpapers, account cleanups, journal entry preparation, bank-feed workflows, and authorized exports or posting to connected accounting systems ("Services"). Available functionality varies by plan and may evolve. Customer will use the Services only for its lawful internal business purposes and to perform authorized services for its clients.
Customer is responsible for obtaining all rights, permissions, notices, and lawful bases necessary to submit client accounting records and other Customer Data to Aqqrue, and for compliance with professional, confidentiality, recordkeeping, and other legal obligations applicable to Customer. Aqqrue is not the accountant of record, does not provide professional tax, audit, legal, or investment advice, and does not replace the Customer's professional judgment.
3. Accounts and authorized users
Customer may designate employees, contractors, or other individuals as authorized users within its purchased seat limits. Customer is responsible for user access rights, account activity, credential security, accurate account information, and prompt removal of access when no longer appropriate. Aqqrue may rely on instructions from a designated account administrator. Customer will promptly inform Aqqrue of suspected unauthorized access using security@aqqrue.com.
4. Subscriptions and billing
Fees, user and entity limits, billing interval, discounts, included support, and other commercial terms are stated in the accepted Order or plan checkout. Unless an Order states otherwise, monthly subscriptions renew for successive monthly periods, and annual subscriptions renew for successive annual periods, until canceled before the next renewal date. Cancellation stops future renewals and does not retroactively eliminate accrued charges. Customer remains responsible for fees incurred during the current paid term. Refunds are not available except as required by law or expressly agreed in writing, including any applicable promotional guarantee.
Aqqrue may charge disclosed overages or require an upgrade if usage exceeds subscribed limits. Prices are exclusive of applicable sales, use, and similar taxes, excluding taxes on Aqqrue's net income. Customer authorizes the selected payment method to be charged as agreed and will maintain valid billing information. Late undisputed amounts may lead to suspension following reasonable notice and an opportunity to cure.
Price changes to an existing self-service subscription will be notified at least 30 days before the next renewal at which they take effect, unless Customer affirmatively agrees to an earlier change. A signed Order controls any negotiated price protection or commitment.
5. Access license
During an active subscription, and subject to the agreement, Aqqrue grants Customer and its authorized users a limited, nonexclusive, nontransferable right to access and use the Services for Customer's internal business operations and authorized client work. Customer may not: (a) resell, sublicense, or make the Services available as a standalone service bureau without written approval; (b) reverse engineer or attempt to obtain source code except as law permits; (c) bypass security controls, probe vulnerabilities without authorization, or disrupt the Services; (d) introduce malware or unlawful material; (e) scrape, benchmark for public competitive publication, or use output to train a competing model or service without written consent; or (f) use the Services to violate law or another party's rights.
6. Customer Data
"Customer Data" means documents, financial records, user prompts, connected-account information, customer-specific configurations, outputs, and other material submitted to or generated for Customer within the Services, excluding Aqqrue technology and independently collected account and website information. As between the parties, Customer and its licensors own Customer Data. Customer grants Aqqrue a limited right to host, access, process, transmit, and display Customer Data only to provide, secure, support, maintain, and troubleshoot the Services; follow authorized instructions; satisfy legal obligations; and as otherwise expressly permitted under the DPA.
Aqqrue will not use Customer financial records, uploaded documents, or prompts to train Aqqrue or third-party foundation models. Aqqrue uses AI providers under zero-data-retention arrangements for customer-data inference as described in the DPA. Aqqrue may use aggregated or de-identified operational metrics to measure reliability and service usage provided they do not identify Customer or individuals or reveal confidential accounting information. Aqqrue will not attempt to reidentify such data.
Customer may submit product suggestions or feedback. Aqqrue may use feedback to improve its offerings, but this right does not permit use or disclosure of identifiable Customer Data contrary to these Terms or the DPA.
7. Confidentiality
Each party ("Recipient") will protect the other party's nonpublic information disclosed in connection with the Services ("Confidential Information") using reasonable care, and at least the care it uses for its own similar information. Recipient will use Confidential Information solely to perform or receive the Services and disclose it only to personnel, advisers, and approved providers who need to know it and are bound to appropriate confidentiality obligations. Confidential Information does not include information independently developed without reference to it, rightfully received without restriction, publicly available without breach, or known without duty of confidentiality.
A party may disclose Confidential Information if legally compelled, subject to advance notice where lawful and reasonable assistance in seeking protective treatment. Customer Data is Customer Confidential Information. These obligations survive for three years after termination, and for personal information and trade secrets for as long as protected by applicable law.
8. AI outputs
AI-generated categorizations, draft journal entries, reconciliations, explanations, and other outputs can be inaccurate or incomplete. Customer is responsible for review, authorization, accounting treatment, client communications, and decisions based on outputs. Except where Customer has explicitly enabled a supported workflow, Aqqrue will not treat AI output as Customer's approval for posting a transaction to a third-party ledger. Customer must independently evaluate outputs before relying on them for material accounting, tax, regulatory, or financial decisions.
9. Third-party integrations
At Customer's direction, the Services may access or exchange data with third-party products, including QuickBooks Online and payment, payroll, and document platforms. Customer authorizes Aqqrue to use credentials or access tokens granted through these integrations to perform the requested functions. Third-party providers operate under their own terms and privacy practices. Aqqrue is not responsible for third-party outages, changes to APIs or provider requirements, or defects originating in those products, though Aqqrue will use commercially reasonable efforts to maintain supported integrations.
10. Security and data processing
Aqqrue will maintain administrative, technical, and organizational safeguards appropriate to the nature of Customer Data as further set out in the DPA and its security schedule. Authorized Aqqrue personnel in the United States and other countries may access production data on a need-to-know basis where necessary to investigate or resolve customer issues, subject to access controls and confidentiality obligations. Customer Personal Data is processed under the DPA. Aqqrue's Privacy Policy applies to information Aqqrue processes in its own capacity as a business, such as account administration, marketing, billing, and website analytics.
Aqqrue maintains a security program that is independently audited under SOC 2 Type II and compliant with GDPR and HIPAA, and carries cyber insurance with coverage of US $1 million. A description of the security program is on the Security & Data Protection page.
11. Availability and support
Aqqrue uses commercially reasonable efforts to maintain the Services and may deploy updates, fixes, features, or security changes. Any stated availability target, including a 99.9% target described in security materials, is an operational objective and not a contractual uptime warranty or service-credit commitment unless an Order expressly states otherwise. Aqqrue will endeavor to provide reasonable notice of material planned interruptions when feasible. Support entitlements are those provided under the purchased plan or Order.
12. Suspension and deletion
These Terms remain in effect while Customer uses the Services. Customer may cancel renewal through available account controls or by contacting Aqqrue. Aqqrue may suspend access immediately where reasonably necessary to prevent a material security threat, unlawful activity, or material harm, and may otherwise suspend for material breach or nonpayment after notice and reasonable cure opportunity. Aqqrue may terminate for a material breach that remains uncured for 30 days following written notice, or immediately for an incurable material violation or legally required reason.
Customer should export needed Customer Data before its access ends. Available self-service exports may cover only some data; requests for additional supported exports should be sent to contact@aqqrue.ai while the account is active. Upon termination, Aqqrue will delete Customer Data from active production systems within 15 days, except data retained under law. Recovery copies may persist in point-in-time recovery systems for up to 35 days and weekly geo-redundant backup sets for up to 12 months, remain protected, and expire through the established retention schedule. Details and restoration safeguards are in the DPA.
13. Proprietary rights
Aqqrue and its licensors retain all rights in the platform, software, documentation, interfaces, and technology underlying the Services. No rights are granted except expressly stated. Customer retains its rights in Customer Data. Each party retains its names, logos, and marks, and neither may publicly use the other's marks without authorization, except as agreed separately.
14. Warranties
Each party represents that it has authority to enter this agreement. Aqqrue will provide the Services with commercially reasonable care and will use commercially reasonable measures to address material defects reported to it. Except as expressly stated and to the extent allowed by law, the Services and AI outputs are provided "as available" without implied warranties of merchantability, fitness for a particular purpose, or noninfringement. Aqqrue does not guarantee error-free outputs, uninterrupted availability, or specific commercial results.
15. Indemnification
Customer will defend Aqqrue against third-party claims arising from Customer's unlawful or unauthorized Customer Data, material misuse of the Services, or infringement caused by material supplied by Customer, and will pay damages and reasonable costs finally awarded or agreed in settlement. Aqqrue will defend Customer against third-party claims that the unmodified Aqqrue Services, as provided and used as authorized, infringe a US intellectual-property right and will pay damages and reasonable costs finally awarded or agreed in settlement. Aqqrue may modify or replace affected functionality or, if not commercially reasonable, terminate that functionality with a pro rata refund of unused prepaid fees.
The indemnified party must promptly notify the indemnifying party, allow control of defense and settlement (subject to consent for settlements imposing nonmonetary obligations or admissions), and reasonably cooperate. The indemnifying party is not responsible to the extent a claim is caused by the indemnified party's misconduct, unauthorized modification, or combination not provided or authorized by the indemnifying party.
16. Limitation of liability
Neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or for loss of profits, revenue, goodwill, or business opportunity, arising from this agreement, even if advised of the possibility, except to the extent such exclusion is prohibited by law.
Subject to the paragraph below, each party's total aggregate liability arising out of or relating to this agreement, from all claims collectively, will not exceed the greater of (a) fees paid or payable by Customer under this agreement during the 12 months immediately preceding the event giving rise to the first claim or (b) US $1,000 (the "General Cap"). For claims arising from a party's breach of its confidentiality obligations, or Aqqrue's breach of the DPA or contractual data-security obligations, the applicable aggregate cap is two times the General Cap (the "Enhanced Cap"). The Enhanced Cap replaces, and is not added to, the General Cap for those claims; all claims collectively remain subject to the highest applicable aggregate cap, not a separate cap for each claim.
The exclusions and caps do not limit Customer's obligation to pay fees lawfully owed, liability for fraud or willful misconduct, or liabilities that may not lawfully be excluded or limited. The parties acknowledge that these allocations reflect the fees and risk of the Services.
17. Changes to these Terms
Aqqrue may update these Terms on a prospective basis. For material adverse changes, Aqqrue will provide at least 30 days' advance notice by email or an in-product notice, unless an earlier change is necessary to comply with law or address a security risk. Unless law requires affirmative acceptance, continued use after the stated effective date constitutes acceptance of the changed Terms. No unilateral update overrides an existing signed agreement or committed Order except as expressly permitted there. The version in effect at the relevant time governs disputes arising during that period.
18. Governing law
Delaware law governs this agreement, excluding conflict-of-law rules. The state and federal courts located in Delaware will have exclusive jurisdiction over disputes relating to this agreement, and each party consents to personal jurisdiction and venue there. Each party may seek injunctive or equitable relief in a competent court to protect confidentiality, intellectual property, or security interests. The parties will first attempt in good faith to resolve a dispute through designated business contacts for 30 days before commencing suit, unless immediate relief is necessary.
19. General
Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. Neither party may assign the agreement without the other's consent, not unreasonably withheld, except to a successor in a merger, reorganization, or sale of substantially all assets that assumes the obligations and is not a direct competitor of the other party. If any provision is unenforceable, remaining provisions remain effective. Failure to enforce is not a waiver. This agreement creates no partnership, agency, or employment relationship. Electronic acceptance and electronic notices are permitted where lawful. Notices of material legal matters should be sent to the email associated with Customer's account and, for Aqqrue, to contact@aqqrue.ai.
20. Contact
Aqqrue Inc., a Delaware corporation
8 The Green, #13842, Dover, DE 19901, United States
General notices: contact@aqqrue.ai
Security inquiries: security@aqqrue.com
21. SMS Terms & Conditions
When you opt in, Aqqrue may send promotions and special offers to the mobile number you provide. Message frequency varies. Message and data rates may apply. Consent is not a condition of purchase. Contact your wireless provider with questions about your plan.
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