Terms of Service

Last updated: November 5, 2025

These Terms of Service ("Terms," "Agreement") govern your access to and use of Invaro's software, services, and platform (collectively, the "Service") operated by Invaro Inc. ("Invaro," "we," "us," or "our").

Please read these Terms carefully before using the Service. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use the Service.

Important Notice for Professional Users: Invaro is designed for accounting, tax, bookkeeping, and advisory professionals. While we provide powerful automation tools, you remain solely responsible for the professional work product and compliance with applicable regulations, professional standards, and client obligations.

1. Acceptance of Terms

1.1 Agreement to Terms

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific features or services.

1.2 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts. If you are accessing the Service on behalf of a business or organization:

You represent that you have the authority to bind that entity to these Terms
References to "you" include both you individually and the entity you represent
The entity is responsible for all actions taken through accounts created under its subscription

1.3 Entity Accounts

If you register for a team or enterprise account, you agree that:

Your organization is responsible for all activities conducted through the account
You will maintain accurate organization and billing information
You will properly manage user access and permissions
You will comply with all applicable professional regulations and standards

2. Description of Service

2.1 What Invaro Provides

Invaro is an AI-powered platform designed for accounting, tax, bookkeeping, and advisory professionals, providing:

AI agents for workflow automation and task management
Document intelligence (processing, categorization, extraction)
Meeting transcription and summarization (Invaro Scribe)
Client communication and collaboration tools
Dynamic form creation and management
Email and document organization
Deadline and compliance calendar management
Integration with third-party services (Gmail, Calendar, QuickBooks, etc.)
Client journey tracking and engagement management
Draft generation for proposals, letters, and forms

2.2 Service Modifications

We continuously improve the Service and may:

Add, modify, or remove features
Update user interfaces and workflows
Change service availability or capacity limits
Implement new security measures or requirements

We will provide reasonable notice of material changes that negatively impact your use of the Service. Continued use after such changes constitutes acceptance.

2.3 Beta Features

We may offer beta, preview, or experimental features ("Beta Features"). Beta Features are provided "as is" and may be unstable, incomplete, or subject to change. We may discontinue Beta Features at any time without notice.

3. User Accounts and Security

3.1 Account Registration

To use the Service, you must create an account and provide:

Accurate, complete, and current information
Valid email address
Secure password meeting our requirements
Professional credentials and firm information (as applicable)

You must keep your account information up to date. Providing false or misleading information is grounds for account termination.

3.2 Account Security

You are responsible for:

Maintaining the confidentiality of your password and account credentials
All activities that occur under your account
Enabling multi-factor authentication (strongly recommended)
Immediately notifying us of any unauthorized access or security breach
Ensuring your team members follow security best practices

3.3 Account Restrictions

You may not:

Share your account credentials with unauthorized individuals
Create multiple accounts to circumvent restrictions or limits
Use another person's account without permission
Sell, transfer, or sublicense your account to others
Use automated means to create accounts

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Service solely for lawful professional purposes in accordance with these Terms. The Service is designed for accounting, tax, bookkeeping, advisory, and related professional services.

4.2 Prohibited Conduct

You agree NOT to:

Legal and Ethical Violations

Violate any applicable laws, regulations, or professional standards
Engage in fraudulent, deceptive, or misleading practices
Infringe on intellectual property rights of others
Violate privacy rights or confidentiality obligations
Facilitate money laundering or terrorist financing

Security and System Integrity

Attempt to gain unauthorized access to the Service or systems
Introduce viruses, malware, or malicious code
Reverse engineer, decompile, or disassemble the Service
Circumvent security measures or access controls
Interfere with or disrupt the Service or servers
Conduct security testing without written permission

Misuse and Abuse

Use the Service for purposes other than professional accounting services
Scrape, crawl, or harvest data from the Service
Use automated systems to access the Service (except approved integrations)
Overload or strain system resources
Create derivative works based on the Service
Remove or obscure proprietary notices or branding

Competitive Activity

Use the Service to develop competing products or services
Benchmark the Service for competitive purposes without permission
Copy features, functionality, or design elements

4.3 Consequences of Violations

Violations of this Acceptable Use Policy may result in:

Warning and requirement to cease violating conduct
Temporary suspension of your account
Permanent termination of your account
Legal action and pursuit of damages
Reporting to law enforcement or regulatory authorities

5. Content and Data Ownership

5.1 Your Content and Data

"Your Content" means all data, information, documents, files, and materials you upload, submit, or provide through the Service, including:

Client information and financial data
Documents, forms, and files
Communications and meeting transcripts
Work product and deliverables

You retain all ownership rights to Your Content. You do not transfer ownership of Your Content to Invaro by using the Service.

5.2 License to Use Your Content

To provide the Service, you grant Invaro a limited, worldwide, non-exclusive, royalty-free license to:

Store, process, and transmit Your Content
Perform AI analysis and processing on Your Content
Make backups and copies for service delivery and disaster recovery
Display Your Content to you and authorized users

Important Limitations:

This license is solely for providing the Service to you
We will NOT use Your Content for advertising or marketing
We will NOT sell or license Your Content to third parties
We will NOT use Your Content to train AI models (except aggregated, anonymized analytics)
This license terminates when you delete Your Content or terminate your account

5.3 Your Responsibilities for Your Content

You represent and warrant that:

You own or have the necessary rights to all Your Content
Your Content does not violate any laws or third-party rights
You have obtained necessary consents from clients to process their data
You comply with all professional obligations regarding client confidentiality
Your Content does not contain viruses or malicious code

5.4 Invaro Intellectual Property

The Service, including all software, designs, text, graphics, interfaces, algorithms, and other content provided by Invaro (excluding Your Content) is the exclusive property of Invaro and protected by copyright, trademark, patent, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms. This license does not include any rights to:

Copy, modify, or create derivative works
Distribute, sell, or transfer the Service
Use the Service for service bureau or time-sharing purposes
Access the Service to build a competitive product

5.5 AI-Generated Content

Content generated by Invaro's AI features ("AI-Generated Content") is provided to assist your professional work. You are responsible for:

Reviewing all AI-Generated Content for accuracy and appropriateness
Ensuring AI-Generated Content complies with professional standards
Obtaining necessary approvals before using AI-Generated Content with clients
Not relying solely on AI-Generated Content for critical decisions

Once generated and reviewed by you, AI-Generated Content becomes Your Content.

5.6 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service, you grant Invaro a perpetual, worldwide, royalty-free license to use them without any obligation to you.

6. Professional Responsibility

Invaro is a tool to assist your professional practice. You remain solely responsible for your professional work product, compliance with regulations, and obligations to your clients. Invaro does not provide accounting, tax, legal, or professional advice.

6.1 Professional Judgment

You acknowledge and agree that:

The Service is a tool, not a substitute for professional judgment
You must review and verify all outputs before relying on them
You remain responsible for all work product delivered to clients
You must comply with applicable professional standards (AICPA, state boards, etc.)
You are responsible for maintaining professional liability insurance

6.2 Regulatory Compliance

You are responsible for ensuring your use of the Service complies with:

IRS Circular 230 and tax practice regulations
AICPA Code of Professional Conduct
State board of accountancy rules
Sarbanes-Oxley (SOX) requirements for applicable clients
PCAOB standards for audit work
Data protection laws (GDPR, CCPA, etc.)
Industry-specific regulations (HIPAA, GLBA, etc.)

6.3 Client Relationships

Nothing in these Terms creates any relationship between Invaro and your clients. You are solely responsible for:

Engagement letters and contractual relationships with clients
Obtaining client consents for data processing
Maintaining client confidentiality
Professional liability to clients
Client communications and deliverables

7. Subscriptions and Payments

7.1 Subscription Plans

The Service is offered on a subscription basis with different tiers (Starter, Professional, Enterprise, etc.). Plan details, features, and pricing are available at invaro.ai/pricing.

7.2 Billing and Payment

Subscription Fees:

Subscriptions are billed in advance on a monthly or annual basis
Fees are non-refundable except as required by law or our refund policy
You must provide valid payment information (credit card or other approved method)
You authorize automatic renewal and charging of subscription fees

Payment Processing:

Payments are processed by our third-party payment processor (Stripe)
All payment information is subject to our payment processor's terms
We do not store full credit card numbers

Failed Payments:

If payment fails, we will attempt to charge your payment method multiple times
You must update payment information to maintain service
Continued payment failure may result in account suspension or termination
You remain responsible for unpaid fees plus collection costs

7.3 Price Changes

We may modify subscription fees at any time. For existing subscribers:

We will provide at least 30 days' notice of price increases
New pricing takes effect at your next renewal date
You may cancel before the increase takes effect to avoid new pricing
Continued use after price change constitutes acceptance

7.4 Free Trials and Promotions

We may offer free trials or promotional pricing:

Trial terms will be specified at sign-up
You may cancel before the trial ends to avoid charges
After the trial, standard subscription fees apply
We may limit free trial eligibility to prevent abuse
Promotional pricing is subject to specified terms and expiration

7.5 Refund Policy

Subscription fees are generally non-refundable. However, we may issue refunds in our sole discretion for:

Billing errors or duplicate charges
Service outages lasting more than 48 consecutive hours
Cancellation within 14 days of initial purchase (first-time customers only)
Other circumstances evaluated on a case-by-case basis

Contact support@invaro.ai to request a refund. Refunds, if approved, will be issued to the original payment method within 10 business days.

7.6 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes (sales tax, VAT, GST, etc.) associated with your subscription, except for taxes based on Invaro's net income.

8. Term and Termination

8.1 Term

These Terms commence when you first access the Service and continue until terminated by you or Invaro.

8.2 Cancellation by You

You may cancel your subscription at any time through account settings or by contacting support:

Cancellation is effective at the end of your current billing period
You retain access to the Service until the billing period ends
No refunds for partial billing periods (except as specified in Refund Policy)
You should export Your Content before cancellation

8.3 Termination by Invaro

We may suspend or terminate your account immediately, with or without notice, if:

You breach these Terms or our Acceptable Use Policy
Your account is used for illegal or fraudulent activity
Payment obligations are not met after notice
We are required to do so by law or regulatory authority
We decide to discontinue the Service (with 90 days' notice)
Your use poses a security risk to the Service or other users

8.4 Effect of Termination

Upon termination:

Your right to access and use the Service immediately ceases
You must pay any outstanding fees owed
We will retain Your Content for 30 days for account recovery
After 30 days, Your Content may be permanently deleted
You may request a data export during the 30-day period

Survival: Sections related to intellectual property, indemnification, limitation of liability, and dispute resolution survive termination.

8.5 Data Export

Before cancellation, you should export Your Content:

Use the data export feature in account settings
Data is provided in standard formats (JSON, CSV, PDF)
Large exports may take 24-48 hours to process
Export availability is limited to 30 days after cancellation

9. Service Level and Availability

9.1 Service Availability

We strive to maintain high availability of the Service:

Target: 99.9% uptime (excluding scheduled maintenance)
Scheduled maintenance will be announced in advance when possible
We maintain redundancy and failover systems
Status updates available at status.invaro.ai

9.2 Support

Support levels vary by subscription tier:

Starter: Email support, 48-hour response time
Professional: Email and chat support, 24-hour response time
Enterprise: Priority support, dedicated success manager, phone support

9.3 Limitations

We do not guarantee:

Uninterrupted or error-free operation
Specific results or outcomes from using the Service
Compatibility with all third-party services or devices
Preservation of all historical data indefinitely

10. Warranties and Disclaimers

10.1 Limited Warranty

Invaro warrants that the Service will perform substantially in accordance with its documentation under normal use. This warranty is valid for 30 days from the date of initial access. Your exclusive remedy for breach of this warranty is service correction or, if we cannot correct the issue, a refund of fees paid for the non-conforming period.

10.2 Disclaimer of Warranties

Except as expressly provided above, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. Invaro specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, we do not warrant that:

The Service will meet your specific requirements or expectations
The Service will be uninterrupted, timely, secure, or error-free
Results obtained from the Service will be accurate, complete, or reliable
All errors or defects will be corrected
AI-generated content will be accurate, appropriate, or compliant
Third-party integrations will function without issues

10.3 Professional Services Disclaimer

Invaro does not provide accounting, tax, legal, or other professional advice. The Service is a tool to assist your professional practice. You are solely responsible for:

Verifying accuracy of all outputs and results
Applying professional judgment
Compliance with professional standards and regulations
Quality and accuracy of work delivered to clients

11. Limitation of Liability

To the maximum extent permitted by law, in no event shall Invaro, its affiliates, officers, directors, employees, agents, or suppliers be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, business opportunities, goodwill, use, or other intangible losses, arising out of or related to your use of or inability to use the Service, even if Invaro has been advised of the possibility of such damages.

11.1 Cap on Liability

To the maximum extent permitted by law, Invaro's total cumulative liability to you for all claims arising out of or related to these Terms or the Service, whether in contract, tort, or otherwise, shall not exceed the greater of:

$100 USD, OR
The total amount of fees you paid to Invaro in the 12 months immediately preceding the event giving rise to liability

11.2 Exclusions

The limitations in this section do not apply to:

Your breach of intellectual property rights
Your violation of applicable laws
Your indemnification obligations
Gross negligence or willful misconduct by Invaro
Liability that cannot be excluded by applicable law

11.3 Basis of the Bargain

You acknowledge that these limitations of liability are fundamental elements of the agreement between you and Invaro, and that Invaro would not provide the Service without these limitations.

12. Indemnification

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Invaro, its affiliates, officers, directors, employees, agents, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use or misuse of the Service
Your violation of these Terms or applicable laws
Your Content, including any claims by third parties
Your violation of any third-party rights (intellectual property, privacy, etc.)
Your professional services or advice provided to your clients
Claims by your clients related to work performed using the Service
Your negligence or willful misconduct

12.2 Indemnification Process

Your indemnification obligations are subject to:

Invaro promptly notifying you of any claim
Invaro providing reasonable cooperation in the defense
You having sole control of the defense and settlement (subject to Invaro's approval for settlements affecting Invaro)

13. Dispute Resolution

13.1 Informal Resolution

Before pursuing formal dispute resolution, you agree to first contact us at legal@invaro.ai to attempt to resolve the dispute informally. We will make good faith efforts to resolve disputes amicably within 30 days.

13.2 Arbitration Agreement

If informal resolution fails, you and Invaro agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved through binding arbitration rather than in court, except that:

Either party may seek injunctive relief in court for intellectual property violations
Either party may bring claims in small claims court if they qualify

Arbitration Terms:

Administered by the American Arbitration Association (AAA)
Conducted under AAA's Commercial Arbitration Rules
Single arbitrator mutually agreed upon or appointed by AAA
Location: San Francisco, California (or mutually agreed location)
Each party bears its own costs unless otherwise awarded by arbitrator
Arbitrator's decision is final and binding

13.3 Class Action Waiver

YOU AND INVARO AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. Neither you nor Invaro may bring a claim as a plaintiff or class member in a class, consolidated, or representative action.

13.4 Opt-Out of Arbitration

You may opt out of this arbitration agreement by sending written notice to legal@invaro.ai within 30 days of first accepting these Terms. The notice must include your name, email address, and a clear statement that you wish to opt out of arbitration.

13.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California and the United States, without regard to conflict of law principles. Any arbitration or court proceeding shall take place in San Francisco, California.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms you agree to when using specific features, constitute the entire agreement between you and Invaro regarding the Service and supersede all prior agreements and understandings.

14.2 Amendments

We may modify these Terms at any time. Material changes will be announced via email or through the Service with at least 30 days' notice. Your continued use after changes take effect constitutes acceptance. If you don't agree to changes, you must stop using the Service and cancel your subscription.

14.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

14.4 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

14.5 Assignment

You may not assign or transfer these Terms or your rights and obligations without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, or internet or telecommunications failures.

14.7 Export Compliance

You may not use, export, or re-export the Service except as authorized by U.S. law and the laws of the jurisdiction in which the Service was obtained. You represent that you are not on any U.S. government restricted party list.

14.8 U.S. Government Rights

If you are a U.S. government entity, the Service is a "Commercial Item" as defined in 48 C.F.R. §2.101, and is licensed subject to these Terms.

14.9 Notice Requirements

Notices to you may be sent to the email address associated with your account and are deemed delivered 24 hours after sending. Notices to Invaro must be sent to legal@invaro.ai and are deemed delivered upon receipt.

14.10 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated. Our service providers and subprocessors are intended third-party beneficiaries of the liability limitations.

15. Contact Information

For questions, concerns, or notices regarding these Terms, please contact:

Invaro Inc.

Legal Department

Email: legal@invaro.ai

Support: support@invaro.ai

Sales: sales@invaro.ai

We're committed to providing a secure, reliable, and powerful platform for accounting professionals. These Terms are designed to protect both you and Invaro while enabling you to serve your clients with the best technology available.

By using Invaro, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Version: 2.0 | Effective Date: November 5, 2025