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Terms of Service & End User License Agreement

Last updated: June 20, 2026

These Terms of Service and End User License Agreement (the “Terms”) are a binding agreement between you and Harrison Benjamin Ventures Inc. (“Harrison Benjamin,” “we,” “us,” or “our”) governing your access to and use of the HBAI Platform and related software, websites, and services (collectively, the “Service”). By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you use the Service on behalf of an organization (a “Customer”), you represent that you are authorized to bind that organization to these Terms, and “you” refers to that organization. A separate written order or agreement between Harrison Benjamin and a Customer, if any, governs in case of conflict with these Terms.

1. License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription or authorized access.

2. Accounts and Access

You are responsible for maintaining the confidentiality of your account access (including magic-link emails) and for all activity under your account. You must provide accurate information and promptly notify us of any unauthorized use. We may suspend or terminate access that we reasonably believe violates these Terms or poses a security risk.

3. Approval-First Operation; Your Responsibility for Approvals

The Service is designed to be approval-first: it prepares proposed actions (such as draft estimates or records) using automated and AI processing, but a human user must review and approve an action before it takes effect in a connected system such as QuickBooks Online. You are solely responsible for reviewing proposed actions for accuracy and for the decision to approve them. Once you approve an action, you authorize the Service to carry it out in your connected systems.

4. AI Output

The Service uses AI models to classify, extract, and draft content. AI output may be inaccurate, incomplete, or otherwise unsuitable, and is provided to assist — not replace — human judgment. You should independently verify AI-generated content before relying on it or approving any resulting action. We make no warranty regarding the accuracy or fitness of AI output.

5. Third-Party Services and Your Accounts

The Service integrates with third-party services, including Intuit QuickBooks Online and Microsoft 365. Your use of those services is governed by their own terms, and you are responsible for:

  • maintaining your own accounts and subscriptions with those providers;
  • having the authority to connect those accounts and to authorize the access you grant the Service;
  • the data you make available to the Service through those connections.

We are not responsible for third-party services or for their availability, accuracy, or changes to their terms or APIs.

6. Acceptable Use

You agree not to:

  • use the Service in violation of any law or third-party rights, or to process data you are not authorized to process;
  • attempt to gain unauthorized access to the Service, other tenants' data, or related systems;
  • reverse engineer, decompile, or attempt to extract source code, except to the extent permitted by law;
  • interfere with or disrupt the integrity or performance of the Service;
  • resell, sublicense, or provide the Service to third parties except as expressly permitted.

7. Customer Data and Privacy

As between you and us, you retain all rights in the data you and your users submit or make available to the Service (“Customer Data”). You grant us a limited license to process Customer Data solely to provide and support the Service. Our handling of personal information is described in our Privacy Policy. You represent that you have the necessary rights and authorizations to provide Customer Data and to authorize the connections you establish.

8. Intellectual Property

The Service, including all software, content, and trademarks, is owned by Harrison Benjamin or its licensors and is protected by intellectual property laws. Except for the license granted above, no rights are granted to you. If you provide feedback, you grant us a perpetual, royalty-free license to use it without restriction.

9. Confidentiality

Each party may access the other's confidential information in connection with the Service. Each party agrees to protect the other's confidential information using reasonable care and to use it only to perform under these Terms.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUT WILL BE ACCURATE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HARRISON BENJAMIN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

12. Indemnification

You will defend, indemnify, and hold harmless Harrison Benjamin from and against claims, damages, and expenses (including reasonable attorneys' fees) arising from your use of the Service, your Customer Data, or your breach of these Terms.

13. Term and Termination

These Terms apply while you use the Service. You may stop using the Service at any time. We may suspend or terminate your access for breach of these Terms, for security or legal reasons, or upon discontinuation of the Service. Upon termination, your license ends; provisions that by their nature should survive (including ownership, disclaimers, limitation of liability, and governing law) survive.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. You and Harrison Benjamin agree to the exclusive jurisdiction of the state and federal courts located in New York for any dispute not subject to an alternative agreement between the parties.

15. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above and, where appropriate, provide additional notice. Your continued use of the Service after an update constitutes acceptance of the revised Terms.

16. Contact Us

Harrison Benjamin Ventures Inc. — questions about these Terms may be sent to frank@harrisonbenjamin.com.