Terms of Service

AGREEMENT TO OUR LEGAL TERMS

These Terms of Service (the “Agreement”) govern the relationship between Afino, Inc. (“Afino,” “we,” “our,” or “us”) and each client (“Client,” “you,” or “your”) who engages Afino for professional services and/or accesses our proprietary platform, including the Shift platform available at shift.afino.ai (“Services” or “Platform”). By accessing or using our services or platform, you agree to these terms, which form a binding contract between you and Afino.

Your acceptance of this Agreement is indicated by any of the following actions: signing up for our services, accessing or using our platform, completing a Scope of Work (“SOW”) addendum, submitting payment, or otherwise engaging with Afino. If you do not agree to these terms, you may not use or access our services or platform.

Afino reserves the right to update or modify these Terms of Service at any time. The latest version of the Terms of Service will be posted on our website, and all changes take effect immediately upon posting. By continuing to use our services or platform after the updated terms are posted, you automatically agree to be bound by the revised Terms of Service. It is your responsibility to review these terms periodically to stay informed of any updates.

DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings specified below:

“Afino,” “we,” “our,” or “us”: Refers to Afino, Inc., the provider of professional services and platform access as described in this Agreement.

“Client,” “you,” or “your”: Refers to the individual or entity entering into this Agreement with Afino to use our services and/or platform.

“Services”: Refers to the professional services provided by Afino, including but not limited to monthly bookkeeping, tax filings, financial modeling, and other consulting or financial services outlined in any applicable Scope of Work (SOW) addendum.

“Platform”: Refers to Afino’s proprietary, cloud-based applications, including Shift, available at shift.afino.ai, that clients and their personnel may access to view, analyze, or manage financial, workforce, and operational data, subject to the terms outlined in this Agreement.

“Scope of Work” or “SOW”: Refers to the addendum to this Agreement that specifies the particular services, deliverables, and timelines applicable to the Client's engagement with Afino.

“Agreement”: Refers collectively to these Terms of Service, any SOW addenda, and any other documents incorporated by reference herein.

“Confidential Information”: Refers to any non-public information disclosed by either party in connection with the services provided under this Agreement, including but not limited to financial information, business plans, and proprietary data, as further defined in the Confidentiality section of this Agreement.

“Deliverables”: Refers to any reports, financial models, analysis, or other output provided by Afino to the Client as part of the Services.

“Business Day”: Refers to any day other than a Saturday, Sunday, or U.S. federal holiday.

SERVICES

Our Services

Afino provides bookkeeping, tax support, financial modeling, and other finance-related services, along with access to our proprietary platform (collectively, the “Services”). Our Services include maintaining your financial records based on the information you provide but do not include legal, regulatory, tax, accounting, or investment advice unless specified in a Scope of Work (“SOW”). Our deliverables are for management purposes only, not for audit or attestation.

Additional Services and Terms

Afino reserves the right to offer additional services beyond those outlined in this Agreement. Such additional services may be governed by separate Terms of Service, which will be referenced in the applicable Scope of Work (“SOW”) addendum or order form for those services. Any SOW or addendum that incorporates separate terms of service will include a link to those terms, which will govern the provision of that specific service.

Third-party Software

Afino reserves the right to use any third-party software necessary to deliver our Services, including but not limited to software such as QuickBooks Online, Microsoft Excel, or other accounting, payroll, and reporting platforms. By engaging our Services, you authorize Afino to create or access accounts on these platforms as needed to perform our work. Your and our use of these platforms is subject to the terms and conditions of the respective third-party providers.

Exclusive Bookkeeping Provider

If Afino is providing bookkeeping services to you, you agree that Afino will act as your sole provider for those services during the term of this Agreement. Afino's bookkeeping includes recording, classifying, and reconciling financial transactions. Any modifications made by you or a third party may require us to re-perform certain tasks, resulting in potential additional fees or delayed deliverables. Afino reserves the right to charge for rework or terminate services if other parties alter your books without prior coordination.

Client-Directed Services

Afino provides its Services at the direction of your management, which retains full responsibility for management decisions, implementation, and interpretation of deliverables. Our Services and deliverables are based on information you provide, which we do not independently verify. We are not liable for decisions made based on our work and assume information provided to us is complete and accurate. Deliverables are intended for internal management use and should not be shared with third parties without removing references to Afino.

Reliance on Client-Provided Information

Our ability to provide timely and accurate services depends on you providing access to complete financial, operational, and other relevant information. If your actions or third-party actions delay or prevent Afino from delivering services, we are not liable for related costs or losses. Delayed or inaccurate information may also increase your service costs.

Outsourcing of Services

Afino reserves the right to subcontract or outsource any portion of its Services to qualified third parties, particularly for specialized tasks such as tax-related services. Afino will exercise reasonable care in selecting such third parties and remains responsible for the quality and performance of outsourced work under this Agreement. You acknowledge that certain aspects of the Services may be provided by third parties at Afino's discretion.

Afino is Not a Public Accounting Firm

Afino is not a certified public accounting firm and does not provide services that require a license to practice public accountancy or to ensure compliance with any professional or regulatory standards, including Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), or other governing bodies. Afino does not register with the American Institute of Certified Public Accountants (AICPA) or similar organizations and is not subject to their rules or oversight. Our Services are limited to activities that do not require licensure, certification, or professional registration. Clients requiring formal certification, attestation, or regulatory compliance services should engage a duly licensed professional for those needs.

Prohibited Uses of the Platform

You may only use Afino's platform as permitted in this Agreement. Any unauthorized use that could cause legal, financial, or operational risk to Afino or its third-party providers may result in immediate suspension or termination of your access. Prohibited uses include, but are not limited to:

Unauthorized Data Extraction: Attempting to download, copy, or scrape data from the platform in a way that is not explicitly allowed within the platform's interface.

Modifying or Reverse Engineering: Attempting to alter, decompile, or reverse-engineer any part of the platform or its underlying code.

Automated Access or Bots: Using automated systems, bots, or scripts to access or interact with the platform outside of approved methods.

Accessing Restricted Areas: Attempting to access areas of the platform or systems for which you have not been granted access.

Improper Use of Data: Using any data obtained from the platform in violation of applicable laws, this Agreement, or Afino's data security policies.

Afino reserves the right to determine, in its sole discretion, whether your use of the platform violates this Agreement and to suspend or terminate access accordingly.

SMS / TEXT MESSAGING TERMS

Shift, a product of Afino, Inc., sends account-related text messages (SMS) to users of the Platform, such as account setup links, sign-in links, and notifications about onboarding tasks, documents, and other Platform activity.

By providing your mobile phone number and checking the box agreeing to receive text messages from Afino, Inc., you consent to receive recurring account-related text messages from Afino at the number you provide. Consent to receive text messages is not a condition of employment or of using the Platform; the same information is available by email and within the Platform.

Message frequency varies. Message and data rates may apply.

You can opt out at any time by replying STOP to any message, after which you will receive a single confirmation message and no further texts. Reply HELP for help, or contact us at support@afino.ai.

Mobile telephone numbers and text messaging opt-in data and consent are not shared with, or sold to, any third parties or affiliates for marketing or promotional purposes.

Wireless carriers are not liable for delayed or undelivered messages.

CLIENT RESPONSIBILITIES

To enable Afino to deliver its Services effectively, you agree to the following responsibilities:

Provision of Accurate and Timely Information

You are responsible for providing complete, accurate, and timely financial, operational, and other relevant information to Afino. Our Services rely on the data you provide, and we do not independently verify its accuracy. Any delays, omissions, or inaccuracies in information you provide may impact the quality, timeliness, or completeness of our Services and could result in additional costs to you.

Access to Systems and Data

You agree to grant Afino access to necessary systems, software, and accounts required to perform the Services, including but not limited to accounting software, payroll systems, and bank or credit card accounts. You are responsible for maintaining proper security protocols for any systems Afino must access and for ensuring we have the necessary permissions to perform the Services as outlined. If secure access is not maintained or is withdrawn, Afino reserves the right to suspend or terminate Services until access is restored. Any delays or additional costs incurred as a result of restricted access may be charged to you.

Responsiveness and Cooperation

To ensure our Services are delivered effectively, you agree to respond promptly to Afino's requests for information, clarification, or cooperation. Failure to respond in a timely manner may delay deliverables, impact service quality, and could result in additional fees if extra time or rework is required.

Notification of Significant Changes

You are responsible for notifying Afino of any significant changes in your business operations that may affect your financial records or reporting needs. This includes but is not limited to changes in revenue sources, payroll changes, acquisitions, new investments, or other financial events.

Review and Approval of Deliverables

You are responsible for reviewing all deliverables provided by Afino for accuracy and completeness. Afino delivers Services for management purposes only and does not provide audits, attestations, or formal certifications. By accepting deliverables, you confirm that you have reviewed and approved their contents.

Compliance with Applicable Laws

You agree to comply with all applicable laws, regulations, and industry standards in connection with your use of Afino's Services. Afino is not responsible for ensuring your compliance with any laws or regulations applicable to your industry, and you should seek appropriate legal or regulatory advice as needed.

FEES AND PAYMENT TERMS

Service Fees

Fees for Afino's Services are outlined in the applicable Scope of Work (“SOW”) addendum or order form. By agreeing to the SOW or order form, you accept responsibility for all fees associated with the Services specified therein. Afino reserves the right to adjust fees for additional work if the scope of services expands beyond what is initially agreed upon.

Invoicing and Payment

Invoices will be issued according to the payment schedule specified in the SOW or order form. Unless otherwise specified, all invoices are due upon receipt. Payments shall be made via ACH transfer or any other method specified in the invoice. Late payments may incur interest charges as specified below.

Automatic Renewal

Unless otherwise specified in the applicable Scope of Work (SOW) or order form, this Agreement will automatically renew for successive terms equal in length to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Upon renewal, you agree to pay any applicable fees at Afino's then-current rates, unless otherwise agreed in writing. Afino reserves the right to modify the terms, scope, or fees associated with any renewal term, and any such changes will be communicated to you prior to the renewal date.

Late Payments

If payments are not received within 15 days of the invoice date, Afino reserves the right to charge interest on the overdue amount at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Continued non-payment may result in suspension or termination of Services.

Out-of-Scope Fees

Additional work requested by you or required due to incomplete, inaccurate, or delayed information may be billed at Afino's standard hourly rate or at a rate specified in the SOW. Afino will seek your approval before incurring significant out-of-scope fees, but minor additional work may be added to the monthly invoice without separate authorization.

Refunds

Afino does not offer refunds for any Services already rendered. If you wish to terminate Services before the end of an agreed billing period, any prepaid fees for the unlapsed period may not be refunded, except at Afino's sole discretion.

Taxes

You are responsible for any applicable sales, use, or other taxes related to the Services provided under this Agreement. Afino shall include applicable taxes on your invoice where required by law; however, failure to do so does not exempt you from tax obligations.

INTELLECTUAL PROPERTY

Ownership of Deliverables

All deliverables created by Afino as part of the Services, including but not limited to reports, financial models, and analyses, are the property of Afino until full payment for the associated Services has been received. Upon receipt of full payment, ownership of the final deliverables transfers to you. If payment is not received in full, Afino retains ownership and reserves the right to withhold or restrict access to the deliverables. Afino also retains a non-exclusive, royalty-free right to use anonymized or aggregated data derived from the deliverables solely for internal research, improvement of services, or analytics purposes, unless otherwise prohibited by law.

License to Use Afino's Platform and Materials

Afino grants you a limited, non-exclusive, non-transferable license to access and use our proprietary platform and any related materials provided as part of the Services for the term of this Agreement. This license is granted solely for your internal business purposes. You may not distribute, sublicense, or otherwise make the platform or materials available to any third party without Afino's prior written consent.

Client Data Ownership

You retain ownership of all data, information, and materials that you provide to Afino in connection with the Services (“Client Data”). Afino's access to and use of Client Data is strictly limited to performing the Services as outlined in this Agreement and any applicable SOW. Afino agrees to handle and store Client Data in compliance with applicable data privacy and security standards.

Afino's Intellectual Property

All methodologies, processes, software, know-how, and proprietary information used or developed by Afino in providing the Services, including any improvements or modifications, remain the sole property of Afino. Nothing in this Agreement transfers or grants any rights to Afino's intellectual property except as expressly set forth herein.

Prohibition on Reverse Engineering

You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover or use the underlying source code, structure, or algorithms of Afino's platform or any proprietary technology used in connection with the Services.

CONFIDENTIAL DATA AND DATA SECURITY

Confidential Information

For the purposes of this Agreement, “Confidential Information” includes any non-public information disclosed by either party to the other in connection with the Services. This may include, but is not limited to, financial data, business plans, client lists, methodologies, and proprietary technologies. Confidential Information does not include information that (a) is or becomes public knowledge through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed by the receiving party without reference to the disclosing party's information, or (d) is lawfully obtained from a third party without restriction on disclosure.

Obligations of Confidentiality

Both parties agree to protect each other's Confidential Information with the same degree of care used to protect their own confidential information, but in no event less than reasonable care. Confidential Information may only be disclosed to employees, contractors, or agents who need to know such information to perform obligations under this Agreement and are bound by confidentiality obligations. Neither party may disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.

Data Security

Afino is committed to implementing reasonable security measures to protect Client Data from unauthorized access, use, or disclosure. While we take steps to secure your data, you acknowledge that no method of data transmission or storage is 100% secure. Afino will promptly notify you in the event of any data breach that may compromise the confidentiality or security of your information, and will take appropriate measures to mitigate the breach as required by law.

Compelled Disclosure

If either party is required to disclose Confidential Information by law, regulation, or court order, that party must (if legally permitted) promptly notify the other in writing to allow the opportunity to seek a protective order or other appropriate remedy. The disclosing party will disclose only the portion of Confidential Information that it is legally required to disclose.

Duration of Confidentiality Obligations

The confidentiality obligations under this Agreement shall survive the termination of the Agreement for a period of three (3) years following the date of termination, or as required by applicable law.

REPRESENTATIONS AND WARRANTIES

Afino's Representations and Warranties

Afino represents and warrants that:

It has the necessary rights and authority to enter into this Agreement and perform the Services as described.

The Services will be provided in a professional and workmanlike manner, consistent with industry standards.

Afino will comply with all applicable laws and regulations in performing the Services, to the extent that such compliance does not require licensure, certification, or registration as a public accounting firm or any other licensed professional service.

Client's Representations and Warranties

You represent and warrant that:

You have the authority to enter into this Agreement on behalf of your organization and have obtained all necessary consents to engage Afino for the Services.

All information, data, and materials you provide to Afino are accurate, complete, and provided in good faith.

You will comply with all applicable laws, regulations, and industry standards in connection with your use of Afino's Services and platform.

Disclaimers of Warranty

Except as expressly stated in this Agreement, Afino makes no other warranties, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, or non-infringement. Afino does not warrant that the Services will be error-free, uninterrupted, or fully compliant with any specific regulatory standards or industry practices.

No Guarantee of Results

Afino does not guarantee any particular results from the Services provided. Any projections, forecasts, or analyses prepared by Afino are based on assumptions and information provided by you and are intended solely for internal management purposes.

LIMITATION OF LIABILITY

Liability Cap

To the fullest extent permitted by law, Afino's total liability to you for any claims, damages, losses, or expenses arising out of or related to this Agreement or the Services, whether in contract, tort, or otherwise, shall be limited to the total fees paid by you to Afino for the Services during the twelve (12) months preceding the event giving rise to the liability.

Exclusion of Certain Damages

In no event shall Afino be liable to you for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, loss of revenue, loss of goodwill, or loss of data, arising out of or related to this Agreement or the Services, even if Afino has been advised of the possibility of such damages.

Limitation on Claims

Any claim you may bring against Afino in connection with this Agreement must be brought within one (1) year of the date on which the claim arose, or it will be deemed waived and permanently barred.

Acknowledgment of Limitations

You acknowledge and agree that the limitations of liability set forth in this section are an essential basis of the bargain and reflect a fair allocation of risk. Without these limitations, Afino would not be able to provide the Services at the agreed-upon fees.

INDEMNIFICATION

Client Indemnification Obligations

You agree to indemnify, defend, and hold harmless Afino and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees and costs, arising out of or in connection with:

Your breach of this Agreement or any applicable law or regulation.

Any misrepresentation, inaccurate, or incomplete information provided by you to Afino.

Your use of Afino's Services or platform in a manner not authorized by this Agreement.

Afino Indemnification Obligations

Afino agrees to indemnify, defend, and hold harmless you and your affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees and costs, arising out of or in connection with:

Afino's gross negligence or willful misconduct in performing the Services.

Afino's material breach of any representation or warranty made under this Agreement.

Indemnification Process

The party seeking indemnification (the “Indemnified Party”) shall:

Promptly notify the other party (the “Indemnifying Party”) in writing of any claim or suit for which it seeks indemnification.

Provide the Indemnifying Party with reasonable cooperation and assistance in defending the claim, at the Indemnifying Party's expense.

Allow the Indemnifying Party to assume control of the defense and settlement of the claim, provided that the Indemnifying Party shall not settle any claim in a manner that admits liability or imposes obligations on the Indemnified Party without its prior written consent.

TERMINATION

Termination by Afino

Afino may terminate this Agreement or suspend Services immediately upon written notice to you if:

You fail to pay any fees when due and do not cure such non-payment within fifteen (15) days after receiving written notice.

You breach any material term of this Agreement and fail to cure the breach within thirty (30) days of receiving written notice from Afino.

Afino determines, in its sole discretion, that continuing to provide Services would be impractical or would expose Afino to regulatory or reputational risk.

Termination by Client

You may terminate this Agreement at any time by providing thirty (30) days' written notice to Afino. However, no refund will be issued for any fees already paid, and you will remain responsible for any outstanding fees for Services rendered up to the effective termination date.

Effect of Termination

Upon termination of this Agreement for any reason:

All outstanding fees and charges shall become immediately due and payable.

Afino will cease providing Services, and any ongoing projects or deliverables will be completed or delivered only at Afino's discretion.

Any rights or obligations that, by their nature, should survive termination (such as confidentiality, indemnification, intellectual property rights, and limitations of liability) shall remain in effect.

Suspension of Services

Afino reserves the right to suspend Services if you are in breach of this Agreement or if non-payment continues beyond the fifteen (15) days specified. Afino may resume Services once the breach or non-payment is cured, subject to additional fees for re-activation as applicable.

DISPUTE RESOLUTION PROCESS

Informal Resolution Process

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a “Dispute”), the parties agree to first attempt to resolve the Dispute informally. Either party may initiate the informal resolution process by providing written notice of the Dispute to the other party, describing the nature of the issue and desired outcome. The parties agree to negotiate in good faith to resolve the Dispute within thirty (30) days of receiving the notice.

Arbitration

If the Dispute cannot be resolved through the informal resolution process within thirty (30) days, the Dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration will take place in the state and county where Afino is headquartered, unless the parties mutually agree to a different location. The arbitration shall be presided over by a single arbitrator and will be confidential in nature. The arbitrator's decision will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court with jurisdiction.

Waiver of Class Actions

The parties agree that any Dispute arising out of this Agreement shall be resolved on an individual basis and not as part of a class action or other representative proceeding. Both parties waive the right to participate in any class action or consolidated arbitration related to any Dispute.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state in which Afino is headquartered, without regard to its conflict of law principles. For any matters that are not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in that state.

GENERAL PROVISIONS

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet or power outages, or other events of a similar nature (“Force Majeure Event”). If a Force Majeure Event occurs, the affected party shall promptly notify the other party and make reasonable efforts to resume performance as soon as practicable.

Entire Agreement

This Agreement, including all SOWs and any referenced addenda, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral. Any modifications or amendments to this Agreement must be in writing and signed by both parties.

Amendments and Modifications

Afino reserves the right to modify or amend this Agreement. Any amendments or modifications will be effective upon posting to Afino's website, and continued use of the Services constitutes acceptance of the revised terms. Significant amendments that impact ongoing SOWs will be agreed upon by both parties in writing.

Non-Solicitation

During the term of this Agreement and for a period of one (1) year following its termination, you agree not to directly or indirectly solicit, hire, or attempt to hire any Afino employees, contractors, or consultants who have been involved in providing Services under this Agreement, without Afino's prior written consent. This restriction applies to both Afino employees and contractors specifically engaged to support your projects under this Agreement. This restriction does not apply to general employment advertisements that are not specifically targeted at Afino's personnel.

Waivers

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the party granting the waiver.

Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect. The parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the original intent and economic impact.

Assignment

You may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Afino. Afino may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. If such an assignment occurs, Afino will notify you of the transfer. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Notices

Any notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided by each party in the applicable SOW or order form. Notices shall be deemed given upon receipt if delivered by hand, email (with confirmation of receipt), or by overnight courier.

Headings and Interpretation

Headings are included in this Agreement for convenience only and shall not affect the interpretation of any provision. Any ambiguities in this Agreement shall not be construed against the drafting party.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.