Terms of Service

Additional Terms and Conditions for the AccountEdge Ai Module

These Additional Terms and Conditions for the AccountEdge Ai Module (“AccountEdge AI Terms”) supplement and form part of the AccountEdge Pro End User License Agreement and Terms of Service (the “Agreement”) between you (“Customer,” “you,” or “your”) and ACCLIVITY LLC (“Acclivity,” “we,” “us,” or “our”), in the same manner as any of the existing Additional Terms and Conditions. These AccountEdge AI Terms apply only if and when you purchase, activate, or otherwise enroll in the AccountEdge Ai Module (the “AccountEdge AI”). “You” means an individual using the AccountEdge AI and/or the applicable Customer where relevant. If you are registering on behalf of any entity or company, you represent that you are authorized to enter into and bind the Customer to these AccountEdge AI Terms and register for the AccountEdge AI.

Capitalized terms that are used in these AccountEdge AI Terms but are not defined herein shall have the meaning ascribed to them in the Agreement.

1. General

1.1. AccountEdge AI is a feature of the Software made available in partnership with Obol App, Inc., an affiliate of Acclivity under common ownership by Priority Software Ltd.. AccountEdge AI enables finance teams to consolidate an organization’s banking and accounting matters, to perform cash flow management and additional services (the “”). AccountEdge AI’s forecasting, analysis, and natural-language reporting features are powered by technology made available by Acclivity; Acclivity remains your sole contracting party for the Software, the AccountEdge AI, and these AccountEdge AI Terms.

1.2. These AccountEdge AI Terms are incorporated into and form an integral part of the Agreement. In the event of a conflict between these AccountEdge AI Terms and the Agreement, these AccountEdge AI Terms shall govern with respect to the AccountEdge AI. Except as expressly set forth in these AccountEdge AI Terms, all other terms and conditions of the Agreement, including limitations of liability, disclaimers, limitations, intellectual property provisions and governing law shall apply in full to the AccountEdge AI and these AccountEdge AI Terms.

1.3. By enabling, accessing, or using AccountEdge AI, you, the Customer, and each of its applicable authorized users agree to be bound by these AccountEdge AI Terms and the Agreement.

1.4. Please read these AccountEdge AI Terms carefully. By clicking on the button marked “I agree” or “Accept” (or a similar mechanism) you assent to these AccountEdge AI Terms and the Agreement. We may change these AccountEdge AI Terms from time to time and by continuing to use AccountEdge AI following any changes, you agree to the amended AccountEdge AI Terms. If you do not agree to any of these Terms, please do not click the button marked “I agree” or “I Accept” (or a similar mechanism) and do not use the AccountEdge AI.

2. AccountEdge AI; Licensing Terms

2.1. Subject to these AccountEdge AI Terms, the Agreement, and Customer’s timely payment of all applicable fees, Acclivity grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the AccountEdge AI during the Term, solely through the hosted environment made available by Acclivity, for Customer’s internal business purposes and those of its Affiliates and by Customer’s authorized users only. The AccountEdge AI will enable you to: (i) upload and review Customer’s financial history and current financials, manage Customer’s cash flow, and generate certain assessments based on uploaded data; (ii) enter cash flow data in different currencies, which may be converted via a third-party exchange rate service embedded within the AccountEdge AI, updated on an hourly basis. You acknowledge that such converted amounts are estimates only, may not reflect the most current currency exchange rates, and do not constitute a forecast or projection of future exchange rates. Acclivity expressly disclaim all warranties and liability with respect to the accuracy or timeliness of such exchange rates.

2.2. Customer shall provide Acclivity with all data, credentials, and access to Customer systems reasonably required to facilitate Customer’s integration and use of AccountEdge AI (“Customer Data”). You and your authorized users are encouraged to avoid inputting unnecessary personal data into the AccountEdge AI, and to provide personal data to the extent strictly required to carry out the intended operation in the Software. Customer acknowledges that the provision of Customer Data is a condition precedent to Acclivity’s and ability to provide the services under the AccountEdge AI, and Acclivity shall have no obligation or liability for any failure or delay in providing the AccountEdge AI to the extent caused by Customer’s failure to timely provide complete and accurate Customer Data. Customer is solely responsible for the accuracy, completeness, and legality of all Customer Data provided, and shall assume all liability for any consequences arising from inaccurate, incomplete, or unauthorized Customer Data.

2.3. By approving or using the AccountEdge AI, including any Outputs (as defined below), the authorized user assumes full responsibility on behalf of Customer for such use of the AccountEdge AI, including any and all approved Output, including its accuracy, appropriateness, completeness and any resulting consequences, as well as any failure to comply with applicable laws, regulations, or business obligations. It is the authorized user’s responsibility to review all Outputs prior to taking any action based thereon.

2.4. Without limiting the restrictions set forth in the Agreement and herein, use of and access to the AccountEdge AI You represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years old, and have the ability to form a binding contract; (d) your use of the AccountEdge AI does not violate any applicable law, regulation, or obligation you may have to a third party; and (e) you shall comply with applicable laws, regulations, the Agreement, these AccountEdge AI Terms, and Customer’s applicable internal policies throughout your use of the AccountEdge AI. The right to access AccountEdge AI shall be revoked where these AccountEdge AI Terms or use of AccountEdge AI is prohibited. Notwithstanding the foregoing, we may refuse to open an account and/or grant access to the AccountEdge AI for any individual or entity at our sole discretion and/or limit the number of users a Customer may register, at our sole discretion.

3. Input & Output

3.1. For the purposes of Section 3 and the remainder of these AccountEdge AI Terms, the following definitions shall apply:

“Input” means a query, prompt, request or other information, content or material including, but not limited to, Customer Data, images, reports, financial statements, receipts, invoices, transactions, files, comments, feedback, and any modifications or derivatives of the foregoing, submitted to the AccountEdge AI by Customer for the purpose of generating an Output.

“Output” means any text, images, photos, pictures, videos, graphs, charts or articles, suggestion, response, recommendation, or result generated by the AccountEdge AI in response to Input.

3.2. You may submit Inputs to the AccountEdge AI through the conversational interface. You hereby agree and acknowledge that you are solely responsible for the accuracy, legality, completeness, and appropriateness of all Inputs submitted and that you have all necessary rights, licenses, consents, and authorities required to provide such Input.

3.3. Without limiting the foregoing, you agree that you will not submit any Input or act in any way that: (i) violates the legal rights of others; (ii) infringes the intellectual property, moral, publicity, privacy, or other rights of any third party; (iii) is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity; (iv) does not comply with all applicable laws, rules and regulations; (v) contains material we determine to be offensive, including that which promotes hate, violence, or discrimination; (vi) constitutes a harassment or threat; (vii) contains obscene material; and/or (viii) contains any virus, worm, trojan horse, or other harmful or disruptive component.

3.4. For the purposes of these AccountEdge AI Terms, any Inputs and deliverables from the AccountEdge AI shall be considered Customer Data, and all rights, obligations, and restrictions under the Agreement and/or these AccountEdge AI Terms with respect to Customer Data shall apply to such Inputs and deliverables from the AccountEdge AI. The AccountEdge AI may generate Outputs based on the Inputs provided and the underlying Software. All Outputs are generated programmatically and are provided for informational and assistive purposes only. Outputs may not be unique and the AccountEdge AI may generate similar or identical Outputs for other customers of Acclivity.

3.5. Without derogating from the above it is clarified that you are solely responsible for the usage of any Output and deliverables from the AccountEdge AI, including for any actions taken based on them, regardless of whether such Output was reviewed or approved by you pursuant to the human-in-the-loop mechanism described herein.

3.6. AccountEdge AI incorporates a mandatory human-in-the-loop mechanism. No Output shall be executed, committed, or finalized without the explicit prior review, approval, and affirmative consent of an authorized user. This mechanism is designed to ensure that authorized users retain full control over any operational changes arising from AI-generated recommendations. Customer shall not, and shall ensure that its authorized users do not, attempt to bypass or circumvent this mechanism, including through the use of any third-party AI, scripts, or automated processes.

4. Term

4.1. The term of these AccountEdge AI Terms shall commence on the Effective Date and shall continue for the duration of the Term as defined in the Agreement. Any expiration or termination of the Agreement, or of Customer’s license to the underlying Software, shall automatically terminate these AccountEdge AI Terms and Customer’s right to access and use the AccountEdge AI. Notwithstanding the foregoing, Acclivity reserves the right to terminate these AccountEdge AI Terms and Customer’s access to AccountEdge AI independently, without terminating the Agreement or any other Additional Terms and Conditions thereunder, upon thirty (30) days’ prior written notice to Customer, or immediately upon written notice in the event of Customer’s material breach of these AccountEdge AI Terms. Upon any expiration or termination of these AccountEdge AI Terms, Customer shall immediately cease all use of the AccountEdge AI, and Sections 5, 10, 12, 13, 14, and 15 shall survive.

5. Representations and Warranties.

5.1. Each of Acclivity and Customer represent and warrant that: (a) it is duly organized under applicable law, (b) it has the authority to enter into these AccountEdge AI Terms; and (c) the execution and performance of these AccountEdge AI Terms do not conflict with any contractual obligations it has to any third party or with any legal requirement. Customer further represents and warrants that: (i) it has the right to provide any and all Customer Data, (ii) all Customer Data does not and shall not infringe any third party rights, including without limitation privacy and intellectual property rights, and (iii) it shall at all times comply with applicable law in connection with its use of the AccountEdge AI. Without derogating from the generality of the foregoing, Customer represents and warrants that with respect to Customer Data that constitutes personal data (as defined under applicable privacy and/or data protection laws), it has provided adequate notice and obtained all necessary consents required under applicable law to provide such personal data to Acclivity and to allow Acclivity to process such personal data as detailed herein and in the Privacy Policy.

5.2. You hereby acknowledge that, to the extent applicable under any national or supranational AI law or regulation (including, without limitation, the EU AI Act), you are acting as a deployer or user of an AI system in connection with its use of the AccountEdge AI. You shall be solely responsible for fulfilling all obligations imposed on it in such capacity, including without limitation: (a) conducting any required conformity assessments or impact assessments prior to or in connection with its deployment of the AccountEdge AI; (b) submitting any required regulatory notifications or registrations; and (c) maintaining adequate records and technical documentation as required by applicable AI laws. Acclivity makes no representation that the AccountEdge AI satisfies any particular regulatory classification or compliance standard applicable to Customer’s specific use case or jurisdiction.

6. Use Restrictions.

In addition to the limitations and restrictions included in the Agreement, you may not do or attempt to do or facilitate a third party in doing any of the following: (1) use any Output, whether in raw, processed, or derived form, as training data, fine-tuning data, evaluation data, or benchmark data for any AI model, machine learning system, or large language model; (2) use the AccountEdge AI or any Output to generate or disseminate synthetic media, deepfake content, or any other content intended to deceive, mislead, or defraud any individual or entity; or (3) use the AccountEdge AI in any manner that violates any applicable third-party AI provider terms.

7. Data Practices & Scope

7.1. The AccountEdge AI operates with the same permissions and privileges, including data access, as the authorized user who is using it. This means that the AI Companion can access, process, and interact with any and all data, records, modules, and functionalities within the Software that such authorized user is permitted to access under their assigned user permissions. You are solely responsible for configuring appropriate user access controls and permissions within the Software.

7.2. We confirm that Customer Data- including all Inputs processed through the AccountEdge AI- will not be used to train, fine-tune, retrain, benchmark, or otherwise improve any large language model or AI model operated by or on behalf of Acclivity.

7.3. AccountEdge AI may leverage Third-Party AI to process and respond to authorized user queries in real time. Such Third-Party AI providers are contractually prohibited from using Customer Data for model training purposes. You acknowledge that your use of AccountEdge AI may be subject to separate Third-Party AI terms that apply to their underlying models and that may impose additional restrictions on permitted use.

8. Intellectual Property

8.1. Acclivity or its licensors, as the case may be, have all right, title, and interest in the AccountEdge AI, and any Output thereon (excluding Customer Data), including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, transmit or otherwise use the content of the AccountEdge AI for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the AccountEdge AI. All trademarks are trademarks or registered trademarks of their respective owners.

8.2. You have all right, title, and interest in the Input you provide. By submitting or uploading any Input, you grant Acclivity a non-exclusive, royalty-free right to use, copy, distribute, transmit, modify, prepare derivative works of and/or, alter, and/or decompile such Input for the purpose of provision of the services and/or improving the AccountEdge AI, developing new services, and creating statistics and analytics based on aggregated de-identified data which will not be traceable to any individual or entity.

9. Disclaimers and Disclaimer of Warranty

9.1. All Output, information, content, assessments or recommendations provided through the AccountEdge AI is for informational purposes only and Acclivity provides no guarantees with respect thereto. Your use of the AccountEdge AI is at your sole discretion and risk. The AccountEdge AI and Output thereon are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that AccountEdge AI will be of good quality or useful for your needs. The AccountEdge AI may be subject to downtime, maintenance, or modification at any time without prior notice.

9.2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES OR ANY CONTENT, ASSESSMENT OR RECOMMENDATIONS THEREON, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE ACCOUNTEDGE AI; (II) THAT THE ACCOUNTEDGE AI WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED.

9.3. No advice, assessment, recommendations or information, whether oral or written, obtained by you from us and/or the AccountEdge AI, shall create any warranty that is not expressly stated in these AccountEdge AI Terms. Nothing in these AccountEdge AI Terms and nothing generated by the AccountEdge AI shall constitute or be interpreted as providing you with any legal, financial, medical, tax, accounting, regulatory, or other professional advice. You and your authorized users should not rely on any Output as a substitute for professional judgment or qualified expert advice. If you choose to rely on such information, assessment, or recommendation, you do so solely at your own risk.

10. Limitation of Liability

10.1. Without derogating from any of the above and the Agreement, we assume no responsibility for any error, interruption, defect, or delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any materials or AccountEdge AI. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer systems or equipment, servers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. We shall not be responsible for any loss or damage, including personal injury or death, resulting from the conduct of any users of the AccountEdge AI. In addition, we assume no responsibility for any assessments or recommendations provided or any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Acclivity and/or the AccountEdge AI, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us. Furthermore, Acclivity shall have no liability whatsoever for any loss, damage, cost, or expense of any kind, including loss of data, loss of business, loss of revenue, loss of profits, or loss of goodwill, arising out of or in connection with your use of, reliance upon, or decisions or actions taken based on any Output, whether or not such Output was reviewed or approved by a human user.

11. Indemnification

Notwithstanding the terms of the Agreement, You agree to indemnify, defend, and hold harmless Acclivity, and its affiliates, its respective employees, directors, officers, subcontractors and agents from and against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs, attorneys’ fees, and any administrative and/or criminal fines) that arise directly or indirectly from: (a) breach of these AccountEdge AI Terms by you, anyone on the Customer’s behalf, or anyone using your account and/or device and/or password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) AccountEdge AI; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder including but not limited to breach of any privacy and/or data protection laws and regulations to which you are subject; (d) your infringement of any right of any third party, including without limitation in any Customer Data; and (e) any other matter for which you are responsible hereunder or under applicable law. You may not settle or compromise such suit without our prior written consent. We may be represented in any such suit by counsel of our own choosing at our own expense.

12. Third-Party Content.

12.1. The AccountEdge AI may provide you with third-party links to websites, applications, and services. We make no promises regarding any content, goods or services provided by such third parties and all use of third-party websites and applications is at your own risk. Additionally, we do not accept responsibility for any payments processed or submitted through third-party websites and applications or for the privacy policies of such third parties. We do not endorse any products offered by third parties and we urge our users to exercise caution in using third-party websites or applications.

12.2. The AccountEdge AI may incorporate or interface with third-party AI providers, including third-party AI models hosted on third-party infrastructure, to process Customer Data and Inputs and generate Output. Acclivity may change, replace, or discontinue any third-party AI providers at any time without notice; provided that Acclivity’s obligations with respect to Customer Data and Inputs under these AccountEdge AI Terms shall continue to apply regardless of any change in third-party AI provider.

13. Miscellaneous

In the event that any provision of these AccountEdge AI Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these AccountEdge AI Terms shall remain in full force and effect. Acclivity reserves the right to update these AccountEdge AI Terms and/or modify, suspend, or discontinue all or part of the AccountEdge AI at any time, for any reason, including to comply with applicable law, due to changes in the availability, cost, or functionality of Third-Party AI, or to improve safety, security, or performance. Material changes to these AccountEdge AI Terms will be communicated in accordance with the Agreement; continued use of AccountEdge AI following any modification constitutes acceptance of the updated AccountEdge AI Terms. Acclivity shall have no liability to Customer or any of its affiliates or representatives for any modification, suspension, or discontinuation of the AccountEdge AI.