Software License Agreement

Last updated: July 15, 2026

Version 2.0 · Effective: July 15, 2026 · Last Revised: July 15, 2026

This Subscription & Software License Agreement (this "Agreement") governs access to and use of the Growthy AI-assisted bookkeeping software platform (the "Service") provided by Growthy Inc. ("Growthy", "Company", "we", "us", or "our"). This Agreement applies only when you ("Customer", "you", or "your") — or an authorized representative acting on your behalf — affirmatively accept it by clicking "I agree" (or completing a similar affirmative assent step). Merely continuing to use the Service, or using it through an account created before the date you accept, does not by itself constitute acceptance of this Agreement; an account created before that date remains governed by the agreement in effect when the account was created unless and until you affirmatively accept this Agreement. You must be at least 18 years old and have the legal capacity to enter into contracts to create an account or accept this Agreement. If you are accepting on behalf of a company or firm, you represent that you have authority to bind that entity, and "you" means that entity.

This Agreement governs the Service (the application). Our Terms of Use govern the public website. If this Agreement and the Terms of Use conflict with respect to the Service, this Agreement controls. Our Privacy Policy is incorporated into this Agreement by reference and describes our data practices. (Our public Disclaimer page is an informational summary and is not part of this Agreement; the operative responsibility provisions are in Section 7.)

1. DEFINITIONS

  • "Customer Data" — data, files, and information that you or your Users submit to the Service, including your own business and financial data, together with the Outputs deemed Customer Data under Section 5.1.
  • "Client Data" — the subset of Customer Data containing information about third parties: your clients and their personnel (for example, a client's transactions, accounts, or financial records that you upload or connect in order to perform bookkeeping or accounting work for that client), and other people appearing in the records you submit, such as your own employees, vendors, and customers.
  • "Outputs" — suggestions, categorizations, reconciliations, reports, and other results the Service generates from Customer Data.
  • "Users" — individuals you authorize to use the Service under your account, up to the number permitted by your Plan.
  • "Plan" — the subscription tier, features, usage limits, and pricing you select at purchase or as later modified.

2. LICENSE GRANT

Subject to your compliance with this Agreement and payment of applicable fees, Growthy grants you a limited, non-exclusive, non-transferable, non-sublicensable license during your subscription term to access and use the Service, in accordance with your Plan, for:

  • (a) your internal business bookkeeping and accounting purposes; and
  • (b) if you are a bookkeeping, accounting, or advisory professional or firm — providing bookkeeping and accounting services to your own clients, provided you remain responsible under Section 7 for review of Outputs before they are relied on or delivered to clients.

3. RESTRICTIONS

You may not:

  • copy, modify, or create derivative works of the Service;
  • reverse engineer, decompile, or attempt to extract source code, models, or non-public APIs;
  • resell, rent, or sublicense access to the Service, or otherwise make it available to anyone other than Users and — limited to read-only access and exported reports and deliverables provided through Service functionality — your clients; client-service use permitted by Section 2(b) is not a resale;
  • use the Service beyond the scope or limits of your Plan, or share User credentials;
  • use the Service to build, train, or improve a competing product, or access it for competitive analysis;
  • use automated means (scrapers, crawlers, bulk export outside provided export features) to extract Service content or data other than your own Customer Data;
  • upload malicious code or use the Service in violation of applicable law, including anti-money-laundering and sanctions laws.

You are responsible for Users' use of the Service, and for your clients' read-only access described above, and their acts and omissions in connection with the Service are deemed yours under this Agreement.

4. EARLY ACCESS AND BETA FEATURES

Portions or all of the Service may be designated alpha, beta, early access, preview, or similar ("Early Access Features"). Early Access Features are provided for evaluation, may be modified, suspended, or discontinued at any time, may contain defects, and are provided "AS IS" with no warranties and no availability commitment, notwithstanding anything else in this Agreement — except that nothing in this Section 4 limits your rights under Section 8 (fees and refunds), Section 9 (support and availability, including the commercially-reasonable-efforts availability commitment), or the discontinuation refund in Section 10.3(c), each of which applies even while the Service as a whole is in early access. We may impose additional terms or capacity limits on Early Access Features. Feedback you provide is handled under Section 12.

5. CUSTOMER DATA AND CLIENT DATA

5.1 Ownership; Outputs. As between the parties, you own all Customer Data (including Client Data). Growthy claims no ownership of your books. As between the parties, Outputs generated from your Customer Data are owned by you and are deemed Customer Data for purposes of this Agreement (including Sections 5.2, 5.5, 10.4, and 11) — excluding the underlying Service technology, models, algorithms, templates, and Growthy's pre-existing or independently developed materials, which remain Growthy's. Termination does not affect your right to retain and use Outputs that you exported or delivered to your clients before termination or during the Section 10.4 export window.

5.2 License to Growthy. You grant Growthy a worldwide, non-exclusive license to host, copy, process, transmit, display, and back up Customer Data solely (a) to provide, secure, and support the Service, (b) as instructed by you through Service functionality, and (c) as otherwise expressly permitted by this Agreement (including the creation of de-identified and aggregated data under Section 5.4).

5.3 Your responsibilities and warranties for Client Data. You represent and warrant that: (a) you have obtained all rights, consents, and authorizations required to submit Client Data to the Service and to have Growthy process it as described here (including any consent or notice your engagement terms, professional standards, or applicable law require from your clients); (b) Customer Data does not violate law or third-party rights; and (c) you will not submit data you are not permitted to disclose. Growthy processes Client Data on your behalf and at your direction; your clients are not parties to this Agreement, and Growthy provides no services to, and has no professional relationship with, your clients.

5.4 De-identified and aggregated data. Growthy may create de-identified and aggregated data from Customer Data and Service usage and may use it to operate, analyze, and improve the Service, and may share it in aggregate statistical form (for example, product usage statistics), provided in each case such data does not identify, and cannot reasonably be used to identify, you, your Users, or your clients. Growthy will take reasonable measures to prevent such data from being linked to an identified or identifiable individual or device, will not attempt to re-identify it, and will contractually prohibit any recipient of such data — other than the general public receiving aggregate statistical data that cannot reasonably be re-identified — from attempting to re-identify it. De-identified and aggregated data created under this Section is not Customer Data, and Growthy may retain and use it after termination, subject at all times to this Section's non-identification and non-re-identification commitments.

5.5 Export and deletion. You may export Customer Data at any time through Service functionality. Following termination or expiration, you will have thirty (30) days to export Customer Data as described in Section 10.4. After that export window closes, Growthy will delete Customer Data within ninety (90) days (that is, no later than 120 days after termination), except for (a) residual backup copies, which are purged within ninety (90) days thereafter (no later than 210 days after termination), and (b) data retained as required by law.

5.6 Security incident notice. Growthy will notify you without undue delay after becoming aware of an actual or reasonably suspected unauthorized acquisition of, or access to, Customer Data (a "Security Incident"), and will not wait for final confirmation of the incident before providing the initial notice. Where applicable law requires a person that maintains data it does not own to notify the data's owner or license holder on a shorter timeline — including immediately after discovery — that shorter period controls. Growthy will provide material updates as its investigation proceeds and will provide information reasonably available to Growthy to help you meet your own notification obligations.

5.7 Data processing terms. For personal data contained in Customer Data that Growthy processes on your behalf (including Client Data), you (or your client, as applicable) act as the controller or business, and Growthy acts as a processor or service provider. For that processing:

  • (a) Processing details. Subject matter: provision of the Service under this Agreement. Duration: the Term plus the export, deletion, and backup-purge periods in Section 5.5. Nature and purpose: hosting, organizing, categorizing, reconciling, reporting on, securing, and supporting bookkeeping and accounting data, and creating the de-identified and aggregated data described in Section 5.4. Types of personal data: identification, contact, and financial and transaction data contained in Customer Data. Categories of data subjects: your (and your clients') personnel, customers, vendors, and other persons appearing in the records you submit.
  • (b) Instructions. Growthy will process such personal data only on your documented instructions — which consist of this Agreement, the Privacy Policy as incorporated, and your configuration and use of Service functionality — unless processing is required by applicable law, in which case Growthy will inform you of that requirement before processing unless the law prohibits it.
  • (c) Confidentiality. Growthy will ensure that each person it authorizes to process such personal data is bound by written or statutory confidentiality obligations.
  • (d) Safeguards and assistance. Growthy will maintain administrative, technical, and organizational safeguards appropriate to the nature of the data and, taking into account the nature of the processing and the information available to Growthy, will provide reasonable assistance with: (i) responding to requests from individuals to exercise their data-protection rights; (ii) Security Incident notification under Section 5.6; and (iii) data-protection or security assessments you are required to perform, in each case with respect to the personal data Growthy processes for you.
  • (e) Subprocessors. Growthy may engage subprocessors to support the Service (categories are described in the Privacy Policy; the full current list is available on request to privacy@growthy.com). Growthy will provide at least fifteen (15) days' notice — by posting, in-product notice, or email — before adding a new subprocessor category. If you reasonably object on data-protection grounds and the parties cannot resolve the objection in good faith, you may terminate under Section 10.3 by cancelling your subscription. Growthy will bind each subprocessor by a written agreement imposing data-protection obligations substantially equivalent to those in this Section 5.7, and Growthy remains responsible to you for each subprocessor's performance of those obligations.
  • (f) Return and deletion. Section 5.5 governs export, return, deletion, and backup purge.
  • (g) Compliance information. On your written request, no more than once in any 12-month period (except following a Security Incident or where a regulator requires more), Growthy will provide information reasonably necessary to demonstrate its compliance with this Section 5.7.
  • (h) Service-provider covenants. Growthy will not: (i) sell or share such personal data (as "sell" and "share" are defined under applicable state privacy laws); (ii) retain, use, or disclose it for any purpose other than performing under this Agreement (including creating the Section 5.4 de-identified and aggregated data) or as permitted by applicable law, or outside the direct business relationship with you; or (iii) combine it with personal data received from another source, except as permitted by applicable law. Growthy certifies that it understands and will comply with these restrictions.

6. AI FEATURES

6.1 How the Service learns. The Service uses machine-learning techniques, including pattern learning from the Customer Data in your account, to generate Outputs such as transaction categorizations and reconciliation matches. Learning from your Customer Data improves suggestions within your account.

6.2 Model training. Growthy does not use Customer Data or Client Data to train foundation models. Where the Service uses third-party AI infrastructure providers (current list available on request; we may add or change providers), we use commercial API offerings under terms that do not permit the provider to train its models on your data, and we apply the same requirement to any provider we add. Anonymized improvement of Growthy's own categorization patterns uses only the de-identified and aggregated data described in Section 5.4.

6.3 Outputs are suggestions. Outputs are generated by probabilistic systems and may be incomplete or incorrect. Outputs are not professional advice, and the Service does not perform accounting, tax, audit, or advisory services.

7. PROFESSIONAL RESPONSIBILITY

The Service is software — not a bookkeeping firm, accounting firm, CPA firm, or financial, tax, or legal advisor, and it is not regulated by any board of accountancy. You are responsible for reviewing all Outputs — including Outputs you deliver to your clients — with appropriately qualified personnel before they are relied on for tax filings, financial statements, client deliverables, or business decisions. You (not Growthy) are responsible for your professional obligations to your clients, including engagement terms, confidentiality, and workpaper requirements. Our public Disclaimer page summarizes these principles for convenience; this Section is the operative allocation of responsibility.

8. FEES AND BILLING

8.1 Fees. You will pay the fees for your Plan (monthly or annual, as selected). Fees are charged in advance to your designated payment method.

8.2 Automatic renewal; cancellation. Your subscription automatically renews for successive periods equal to your billing cycle, and your payment method is charged at each renewal, unless you cancel before the current period ends. You may cancel at any time in account settings; cancellation takes effect at the end of the current billing period. Deleting your account also operates as a cancellation effective at the end of the current billing period, as described in Section 10.3. For annual plans, we will send a renewal reminder to your account email at least fifteen (15) days before the renewal charge.

8.3 No refunds. Except where required by law or expressly stated otherwise, fees are non-refundable and non-creditable, including for partial periods.

8.4 Price changes. We may change Plan pricing with at least thirty (30) days' notice; changes take effect at your next renewal. If you do not agree, cancel before the renewal.

8.5 Taxes. Fees exclude taxes; you are responsible for applicable sales, use, and similar taxes (excluding taxes on Growthy's income).

8.6 Non-payment. We may suspend the Service for amounts past due more than ten (10) days after notice.

9. SUPPORT AND AVAILABILITY

We will provide reasonable email support to paying Customers during our normal business hours. We will use commercially reasonable efforts to make the Service available, but we do not guarantee uninterrupted availability and no service-level credits apply. We may perform maintenance (with advance notice for scheduled maintenance where practicable) and may update the Service from time to time.

10. TERM, SUSPENSION, AND TERMINATION

10.1 Term. This Agreement begins on the date you first affirmatively accept it and continues through the end of your subscription term (including renewal periods) or earlier termination under this Agreement (the "Term"). For access without a paid Plan (for example, a trial or pilot), "subscription term" means the period during which Growthy makes the Service available to you, and either party may end that access at any time on notice; Sections 5.5 and 10.4 apply on termination. Provisions identified in Section 10.4 survive the Term. A retained login record, a dormant account, or the export-only access described in Section 10.4 does not extend the Term.

10.2 Suspension. We may suspend your or a User's access immediately if we reasonably believe: (a) the Service is being used in breach of Sections 3 or 5.3 or in a way that threatens the security or integrity of the Service or others' data; (b) suspension is required by law; or (c) amounts are past due under Section 8.6. We will notify you and restore access once the issue is resolved.

10.3 Termination. You may terminate by cancelling your subscription (including by deleting your account, which operates as a cancellation effective at the end of the current billing period under Section 8.2). Before an account-deletion request is completed, Growthy will state the date the subscription ends and how the 30-day export window under Section 10.4 will be provided. We may terminate this Agreement (a) for your material breach uncured within fifteen (15) days of notice, (b) immediately for breach of Sections 3 or 5.3, or (c) upon discontinuation of the Service, with reasonable notice and a pro-rata refund of prepaid fees for the unused period (an exception to Section 8.3).

10.4 Effect. Upon termination, normal Service access ceases; however, for the following thirty (30) days you retain limited, read-only access solely to export Customer Data through the Service's available export functionality, and Growthy may instead provide the export by another secure method if in-product access is unavailable. Section 5.5 (export/deletion) otherwise applies. Sections 1, 3, 5.2 (solely as needed to retain, return, and delete Customer Data under Section 5.5), 5.3–5.7, 6.2, 6.3, 7, 8 (for accrued amounts), and 10–17 survive.

11. CONFIDENTIALITY

Each party will protect the other's non-public information received in connection with this Agreement with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and contractors bound by confidentiality obligations, or as required by law (with notice where lawful). Customer Data is your confidential information; Service technology, non-public roadmaps, and pricing not publicly posted are ours.

12. INTELLECTUAL PROPERTY; FEEDBACK

The Service and all related technology and content (excluding Customer Data, including the Outputs deemed Customer Data under Section 5.1) are the exclusive property of Growthy and its licensors. No rights are transferred except the license in Section 2 and the Output rights in Section 5.1. If you provide feedback or suggestions, you grant Growthy a perpetual, irrevocable, royalty-free license to use them without restriction or obligation.

13. WARRANTIES AND DISCLAIMERS

Each party represents it has the authority to enter into this Agreement. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS," AND GROWTHY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR TAX, FINANCIAL-REPORTING, OR COMPLIANCE PURPOSES. NO ADVICE OR INFORMATION OBTAINED FROM GROWTHY OR THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE. In entering into this Agreement, you have not relied on any statement, projection, accuracy figure, or performance claim not expressly set out in this Agreement.

14. INDEMNIFICATION

You will defend, indemnify, and hold harmless Growthy and its officers, directors, employees, and agents from and against third-party claims, damages, and expenses (including reasonable attorneys' fees) arising out of: (a) Customer Data, including any claim by your client or another third party relating to Client Data or your services to them; (b) your breach of this Agreement, including Section 5.3; or (c) your violation of law or third-party rights. The foregoing does not apply to the extent a claim arises from Growthy's breach of this Agreement (including Sections 5.6 and 5.7), Growthy's violation of applicable law, or a Security Incident caused by Growthy's failure to maintain the safeguards required by Section 5.7(d). We will promptly notify you of any such claim (late notice relieves you only to the extent you are prejudiced by it) and may participate in the defense with counsel at our own expense; you will not settle any claim imposing obligations on Growthy without our written consent.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS OR REVENUE, AND LOSS OF DATA TO THE EXTENT IT CONSTITUTES INDIRECT OR CONSEQUENTIAL LOSS — EVEN IF ADVISED OF THE POSSIBILITY; AND (b) GROWTHY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID TO GROWTHY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED US DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW. FOR CLARITY, THE $50 CAP IN THE TERMS OF USE APPLIES TO CLAIMS RELATING TO THE SITE UNDER THE TERMS OF USE; CLAIMS RELATING TO THE SERVICE ARE GOVERNED BY THIS SECTION 15.

16. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute arising out of or relating to this Agreement or the Service will be resolved by binding individual arbitration under the arbitration agreement in Section 8.2 of the Terms of Use (JAMS; Federal Arbitration Act; class-action and jury-trial waiver; mass-arbitration procedures), which is incorporated into this Agreement as in effect on the date you accept this Agreement (or, for later changes, as provided in Section 17). For purposes of that arbitration agreement as applied to this Agreement, "Site" includes the Service and "you" means Customer; section references are to the Terms of Use as of this Agreement's effective date, subject to the following:

  • Your own opt-out window. You may opt out of arbitration for disputes under this Agreement by written notice given in the manner described in Section 8.2(i) of the Terms of Use within thirty (30) days after you first affirmatively accept this Agreement (or, in the case of a change to the arbitration agreement, within thirty (30) days after the change's effective date, as described in Section 17). A valid arbitration opt-out you previously delivered under the Terms of Use also applies to this Agreement.
  • Prospective application. The arbitration agreement applies only to disputes that arise after the date you first affirmatively accept the arbitration agreement (whether under this Agreement or the Terms of Use), and does not apply to any dispute of which either party gave the other written notice before that date.
  • Small claims. Qualifying individual claims may be brought in any small claims court of competent jurisdiction, per Section 8.2(a) of the Terms of Use.
  • IP and equitable relief. Either party may seek equitable relief for infringement or other misuse of intellectual-property rights in the state or federal courts located in Delaware, and the parties consent to their jurisdiction for that purpose.
  • If arbitration does not apply. If you have validly opted out of arbitration, if the incorporation of the arbitration agreement is found ineffective, or if the arbitration agreement is found not to apply to or be enforceable as to a dispute, that dispute will be resolved exclusively in the state or federal courts located in Delaware; the parties consent to their jurisdiction and venue and waive any objection of inconvenient forum.

17. GENERAL

  • Order of precedence. For the Service: this Agreement controls. The Privacy Policy governs data practices, except that on any conflict concerning Customer Data or Client Data, Section 5 of this Agreement controls over the Privacy Policy. The Terms of Use apply last.
  • Notices. To Growthy: legal@growthy.com or Growthy Inc., 131 Continental Dr, Suite 305, Newark, Delaware 19713. To you: the email on your account (you are responsible for keeping it current).
  • Changes to this Agreement. We may modify this Agreement with at least thirty (30) days' notice by email and prominent posting for material changes. Except as this bullet otherwise provides, changes apply on the stated effective date, and continued use after that date constitutes acceptance. A change that materially reduces your rights, materially expands Growthy's rights to use Customer Data, or modifies the arbitration agreement takes effect no earlier than the first renewal that falls at least thirty (30) days after notice, unless you affirmatively accept it sooner. Any change to Section 8.2 of the Terms of Use as incorporated into this Agreement, or to the Privacy Policy as incorporated into this Agreement, is a change to this Agreement and must follow this Section. A change to the arbitration agreement applies only to disputes arising after its effective date, does not apply to any dispute of which either party gave the other written notice before that date, and begins a new thirty (30)-day opt-out period under Section 16. Each published version is numbered and dated.
  • No third-party beneficiaries. This Agreement is for the benefit of, and enforceable by, Growthy and Customer only. Customer's clients, Users, and other persons are not third-party beneficiaries of this Agreement and have no right to enforce it. This provision addresses contract enforcement only; it does not affect whatever independent rights a person may have under applicable law.
  • Assignment. You may not assign this Agreement without our written consent, except to a successor in a merger or sale of substantially all assets with notice to us. We may assign this Agreement to an affiliate or successor.
  • Export and sanctions. You may not use the Service in violation of U.S. export-control or sanctions laws, and you represent you are not located in an embargoed jurisdiction or on a restricted-party list.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations).
  • Severability; waiver; entire agreement. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Failure to enforce is not a waiver. This Agreement, together with the documents it incorporates, is the entire agreement regarding the Service and supersedes all prior versions of the Software License Agreement and other prior agreements on that subject — except that any separately executed order form, data-processing agreement, or other written agreement signed by both parties controls over this Agreement to the extent of any conflict.

18. CONTACT

Growthy Inc. 131 Continental Dr, Suite 305, Newark, Delaware 19713 legal@growthy.com · +1 (972) 755-4491