Terms & Conditions

1. Accepting the Terms and Conditions

Welcome to Cash Flow Frog!

Please read these terms and conditions carefully before using our Service (as defined below), and check them periodically for changes, as they constitute a legally binding agreement between you and FinBoard Ltd. and govern your use of our services (“Cash Flow Frog”, “Our”, “Us” or “We”). ANY USE OF OUR PLATFORM, APPLICATIONS OR INTERFACES AVAILABLE FROM TIME TO TIME ON OR IN CONNECTION WITH OUR WEBSITE OR APPLICATIONS (COLLECTIVELY AND TOGETHER WITH ANY ACCOMPANYING DOCUMENTATION, THE “SERVICE”), IS SUBJECT TO AND CONDITIONED UPON ASSENT TO AND COMPLIANCE WITH, ALL OF THE TERMS AND CONDITIONS BELOW (THE “AGREEMENT”). BY USING THE SERVICE OR THE SERVICE AND BY CLICKING THE “I AGREE” CHECKBOX, YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THE AGREEMENT AND THAT YOU ARE OF LEGAL AGE AND CAPACITY TO FORM A BINDING CONTRACT. THE AGREEMENT IS BETWEEN US AND YOU, AN INDIVIDUAL ACTING ON BEHALF OF A LEGAL ENTITY THAT WILL BE USING THE SERVICE ("Customer"). We may change the terms of this Agreement or the Service at any time(s) and in our sole discretion, upon providing you with notice on our platform, with a ten (10) day advance notice for users that registered on the Platform before such posting. Your continued use of the Service shall constitute your consent to any changes made. If you do not agree to the new or different terms, you should not use the Service.

Privacy. When you use our Service, we collect Personal Data (as defined in the Privacy Notice) about you. Check out our Privacy Notice at https://cashflowfrog.com/privacy-policy/ for details about the types of Personal Data we collect, what we do with it, the security measures we use to keep it safe, and the rights you have regarding your Personal Data.

2. The Service

The Service is a cloud-based cash flow forecasting and monitoring on a software-as-a-service basis. The access and use of the Service and any content made available through the Service (the “Content”), is permitted only for your own use and only as long as you are in compliance with this Agreement. Cash Flow Frog does not provide any financial advice to you or anyone on your behalf, nor may any information which may be found on the Service be considered as financial advice for any purpose whatsoever. IT IS HEREBY MADE CLEAR, THAT CONTENT PROVIDED THROUGH THE SERVICE IS NOT INTENDED TO BE USED AS FINANCIAL OR INVESTMENT ADVICE, NOR SHALL WE ACCEPT ANY LIABILITY OR ANY RESPONSIBILITY IN THIS REGARD AND/OR WITH RESPECT TO THE ACCURACY, COMPREHENSIVENESS, FITNESS, CREDIBILITY, CORRECTNESS OR DEPENDABLENESS OF THE CONTENT PROVIDED ON THE SERVICE. IT IS YOUR RESPONSIBILITY TO ANY AND ALL INDEPENDENT INQUIRIES AND CONSULTING AS YOU DEEM FIT, PRIOR TO MAKING ANY BUSINESS OR FINANCIAL DECISIONS. Portions of the Service may be subject to other agreements and policies contained in the Service which relate to a particular service or activity conducted through the Service, in addition to this Agreement. If conflicts exist between them and this Agreement, this Agreement shall govern unless such other agreement expressly state that they govern over this Agreement. We may for any or no reason, in our sole discretion and without notice or liability to you or any third party, refuse service or terminate the Service at any time, and may immediately suspend or terminate your account (if any) and block any and all current or future access to and use of the Service (or any portion thereof),without derogating from any other right or remedy that we may have by law, equity or otherwise. Grounds for such termination may include, but are not limited to, Our determination that you violated this Agreement or infringed the rights of others or any applicable laws or regulations. You may cancel your use of the Service or terminate your account with Cash Flow Frog at any time and for any or no reason by providing written notice to Us at contact@cashflowfrog.com. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account (although residual copies of information may remain in our system, subject to the terms of the Privacy Notice and DPA (defined below), in each case as applicable). You acknowledge that we may, in our sole discretion and at any time(s), change or discontinue providing any part of the Service including changing the fee for the use of certain services, upon providing you with notice. In addition, we may, from time to time, perform Service maintenance resulting in interrupted service, delays or errors in the Service. We will attempt to provide prior notice of scheduled maintenance but cannot guarantee.

3. Registration

Access to any part of the Service is available only to registered users. As part of the registration process you will be requested to sign in to our Service with your Intuit Inc. account and/or any other alternative accounting platforms that we collaborate with (together, our “Partners”), following which the Service shall extract and use certain personal information for creating your personal user account and database required for the operation of the Service, including among others, name, address and email address, telephone number, lists of clients and vendors and additional financial and business information.

• Provide true, accurate, current and complete Personal Data.

• Maintain and promptly update the Personal Data to keep it accurate, current and complete.

• Maintain the security and confidentiality of any usernames and passwords, and any other security or access information used by you to access the Service.

• Refrain from impersonating any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s Personal Data.

• Immediately notify us in writing at contact@cashflowfrog.com if you become aware of any loss, theft or use by any other person or entity of any of your Personal Data in connection with the Service or any other breach of security that you become aware of involving or relating to the Service.

When you sync your Intuit account with Cash Flow Frog (or any other supported platform), we shall collect with your contact information, including Personal Data from such platform. You declare that by providing your Personal Data to Us, you consent to Us sending and you receiving, by means of telephone, SMS, push notifications or e-mail, communications containing content of a commercial nature relating to the Service and related services. To the extent that you are not interested in receiving such communications, you can either edit your e-mail preference management page or ask to be removed from our mailing list at any time by following the directions that shall be sent to your mailbox and/or mobile phone by Us or alternatively by contacting Us at: contact@cashflowfrog.com.

4. Subscription Fees

The Service is licensed on a subscription basis (monthly, yearly, or such other billing period offered at the time of purchase) according to the plan that you purchased. Applicable fees are presented at the time of purchase and are exclusive of any applicable taxes, which shall be borne by you. Unless cancelled in accordance with this Section, your subscription will automatically renew at the end of each billing period for an additional period of equal length, and the applicable fees will be charged to your payment method on file through our third-party payment processor. If a promotional or lifetime discount was applied to your subscription at the time of purchase, such discount shall continue to apply to renewals of the same plan for as long as your subscription remains continuously active, unless otherwise stated in the terms of the specific promotion. You may cancel your subscription at any time through your account settings or by contacting Us at contact@cashflowfrog.com; cancellation will take effect at the end of the then-current billing period, and no refunds or credits will be provided for partial billing periods, except as set forth below. If you are a first-time purchaser of the Service, you may cancel your subscription within thirty (30) days of your initial purchase and receive a full refund of the fees paid. We may change our fees or introduce new charges upon reasonable prior notice; fee changes will apply from your next renewal, and your continued use of the Service after the renewal constitutes acceptance of the new fees. Failure to pay applicable fees when due may result in suspension or termination of your access to the Service.

5. Privacy

If you provide us with any Personal Data about your customers and/or end users, you represent that: (i) you have provided all necessary notices and have, and will maintain all necessary rights and legal bases required under applicable law to provide us with the Personal Data of such individuals in order to allow us to process and share such data in order to provide the Services all as detailed in our Privacy Notice and the DPA; (ii) you will maintain a record of such legal bases, as required under applicable law; and (iii) you will not provide us with any sensitive or other categories of Personal Data that are subject to additional protections under law, such as Personal Data regarding children or health. When we process the Personal Data of the Customer's customers, the Customer serves as the controller of this Personal Data and we serve as a data processor on its behalf. In such case, the data processing agreement available at https://cashflowfrog.com/trust-center/data-processing-agreement/ ("DPA") will be considered a binding part of this Agreement and will govern our relationship with regard to this Personal Data. You agree to comply with your obligations as a controller under applicable law.

6. License Grant and General User Conduct

We hereby grant you, limited, non-exclusive, non-transferable, non-sub licensable limited license to use the Service subject to the terms of this Agreement. Without limiting the foregoing you may not, directly or indirectly:

• Use the Service (including make any copies of), or any results arising from the operation of the Service, in violation of any applicable law, regulation or rule, or beyond the scope of the license.

• License, sublicense, rent, lease, lend, sell, assign, distribute, publish, transfer or otherwise make available to any other person the Service, any features or functionality of the Service, or any information generated by or results arising from the operation of the Service.

• Use any material or information made available through the Service in any manner that infringes intellectual property rights including any copyright, trademark, patent, trade secret or other.

• Modify, translate, adapt or otherwise create derivative works or improvements of the Service or any.

• Alter, modify, delete, forge, frame, copy, publicly display, publicly perform, rent, sell, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise, any part of the Service, any Content (including any trademarks, service marks and logos contained in the Service (“Marks”)) but excluding Content provide entirely by you). However, you may copy Content that is reasonably required for the intended purposes of the Service;

• Access or attempt to access any of our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Service or any of the Service’s security and traffic management devices, software or routines;

• Use the Service for purposes of competitive analysis, the development of a competing service or any other purpose that is to Cash Flow Frog’s commercial disadvantage;

• Remove, delete, alter or obscure any Marks or other intellectual property or proprietary rights notices provided on or with the Service;

• Decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Service except if and to the extent permitted by applicable law;

• Combine the Service or any part thereof with, or incorporate the Service or any part thereof in, any other programs and/or applications and/or platforms;

• Use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to access the Service, make Submissions, monitor or scrap information from this Service, or bypass any of our robot exclusion request (either on headers or

• Use any meta tags or any other “hidden text” utilizing any trademarks or intellectual property owned or licensed by Us or our Partners; or

• Not create or provide any other means through which the Service may be accessed, for example, through server emulators, whether for profit or not.

7. Intellectual Property

7.1. The Service, the Platform, the Website, and all related software, algorithms, forecasting models, designs, interfaces, text, graphics, and documentation, and all improvements, modifications, and derivative works thereof, and all intellectual property rights therein, are and shall remain the sole and exclusive property of Us and our licensors. Except for the limited license expressly granted to you in Section 6, nothing in these Terms grants you any right, title, or interest in or to the Service or any of our intellectual property.

7.2. Your Data. As between you and Us, you retain all right, title, and interest in and to the data, information, and content that you submit to the Service or that is imported into the Service from your accounting software, banking institutions, or other third-party platforms at your instruction (collectively, "Customer Data"). You hereby grant Us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and improve the Service in accordance with these Terms and our Data Processing Agreement.

7.3. Aggregated Data. We may generate and use data that is aggregated, de-identified, or anonymized such that it does not identify you or any individual, for purposes of operating, analyzing, and improving the Service, including the development of forecasting models and features. We retain all rights in such aggregated data.

7.4. Feedback. If you provide Us with suggestions, ideas, or feedback regarding the Service, you grant Us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without restriction or compensation.

8. Disclaimer of Warranties

8.1. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

8.2. Without limiting the foregoing, you acknowledge and agree that: (i) cash flow forecasts, projections, insights, and other outputs generated by the Service are estimates only, based on the data provided by you or synced from your accounting software, banking institutions, and other third-party platforms; (ii) We do not warrant the accuracy, completeness, reliability, or timeliness of any forecast or output, or that any projected outcome will occur; (iii) the Service and its outputs do not constitute financial, tax, accounting, investment, or legal advice, and should not be relied upon as a substitute for advice from a qualified professional; and (iv) you are solely responsible for any business decision made in reliance on the Service or its outputs.

8.3. We do not warrant that the Service will be uninterrupted, timely, secure, or error-free, or that defects will be corrected. The Service depends on connections to third-party platforms (including accounting software, banking services, and other integrations) that are outside of our control. We do not warrant the continued availability, accuracy, or functionality of any third-party platform or integration, and We shall not be liable for any modification, suspension, revocation, or discontinuation of access by any third-party platform, or for any errors, omissions, or delays in the data received from such platforms.

9. Limitation of Liability

9.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3. Without limiting the foregoing, We shall have no liability for: (i) any business, financial, or investment decision made by you or any third party in reliance on the Service or its outputs; (ii) any inaccuracy, error, omission, or delay in data originating from your accounting software, banking institutions, or other third-party platforms; or (iii) any failure of synchronization between the Service and any third-party platform.

9.4. The limitations in this Section 9 shall not apply to: (i) your payment obligations under these Terms; (ii) your breach of Section 6 (License Grant and General User Conduct) or Section 7 (Intellectual Property); or (iii) your indemnification obligations under Section 10. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

10. Indemnification

10.1. You agree to indemnify, defend, and hold harmless Us, our Affiliates, and our respective officers, directors, employees, and agents from and against any and all claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) Customer Data, including any claim that Customer Data or our processing of it in accordance with these Terms infringes or violates the rights of any third party; (ii) your use or misuse of the Service; (iii) your breach of these Terms or violation of applicable law; (iv) your connection of the Service to any third-party platform, including any claim by such platform; and (v) any claim brought against Us by your clients, end users, or any person whose data you process through the Service.

10.2. We will provide you with prompt written notice of any claim subject to indemnification, provided that failure to give prompt notice shall not relieve you of your obligations except to the extent you are materially prejudiced. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

11. Term, Suspension, and Termination

11.1. These Terms remain in effect for as long as you use the Service or hold an active subscription.

11.2. We may suspend or terminate your access to the Service, in whole or in part, with immediate effect, if: (i) you fail to pay applicable fees when due; (ii) you materially breach these Terms and, where the breach is curable, fail to cure it within fourteen (14) days of written notice; (iii) your use of the Service poses a security risk to the Service or any third party; or (iv) We are required to do so by applicable law.

11.3. Upon termination or expiration: (i) the license granted to you under Section 6 terminates immediately; (ii) you remain liable for all fees accrued prior to the effective date of termination; and (iii) Customer Data will be deleted, returned, or anonymized in accordance with our Data Processing Agreement.

11.4. Sections 7 (Intellectual Property), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law and Jurisdiction), and 13 (Miscellaneous), and any payment obligations accrued prior to termination, shall survive any termination or expiration of these Terms.

12. Governing Law and Jurisdiction

12.1. These Terms, and any dispute or claim arising out of or in connection with them or the Service, shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. The competent courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction over any such dispute or claim, and the parties expressly consent to such jurisdiction and venue.

12.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND AGREE THAT ANY DISPUTE SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

13. Miscellaneous

13.1. Entire Agreement. These Terms, together with the Privacy Notice, the Data Processing Agreement, and any order or plan terms presented at purchase, constitute the entire agreement between you and Us with respect to the Service and supersede all prior or contemporaneous agreements and understandings.

13.2. Changes to these Terms. We may modify these Terms from time to time. We will provide notice of material changes by posting the updated Terms on the Website or by notifying you through the Service or by email. Changes take effect upon posting unless a later date is stated, and your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

13.3. Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

13.4. Severability; Waiver. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be deemed a further or continuing waiver of such provision or any other provision.

13.5. Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, war, terrorism, labor disputes, governmental action, internet or utility failures, or failures of third-party platforms or service providers.