Terms of Service

1. Acceptance of Terms

By using our Service, you agree to:

• These Terms of Service in their entirety
• Our Privacy Policy, which is incorporated by reference
• Any additional terms or policies presented at the time of use

By accessing or using the Service, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into binding agreements
• You have the authority to bind your organization to these Terms if you are acting on behalf of a business entity
• You will comply with all applicable federal, state, local, and international laws and regulations in your use of the Service

2. Description of Service

Kosha provides an AI-powered financial reconciliation platform designed for modern fintech companies. The Service includes:

• Automated transaction matching using machine learning algorithms
• LLM-powered schema detection for CSV and Excel files
• Multi-source data integration capabilities (Stripe, PayPal, Plaid, and other payment processors)
• Comprehensive audit trails and reporting features
• API access for programmatic integration and automation
• Multi-workspace isolation for enterprise customers

The Service is provided on an "as is" and "as available" basis. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, at our sole discretion.

3. User Accounts and Registration

Account Requirements

To use the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate and current
• Maintain the security and confidentiality of your account credentials
• Immediately notify us of any unauthorized access to or use of your account
• Accept responsibility for all activities that occur under your account
• Not share your account credentials or allow others to access your account
• Not transfer or assign your account to any third party

Account Suspension and Termination

We reserve the right to suspend or terminate your account if:

• You violate these Terms or any applicable law or regulation
• You engage in fraudulent, abusive, or illegal activity
• Your account remains inactive for an extended period (90+ days)
• You fail to pay applicable fees when due
• We determine, in our sole discretion, that your continued use poses a risk to the Service or other users

4. Subscription and Payment

Pricing and Plans

The Service is offered on a subscription basis with pricing tiers based on transaction volume and features. Current pricing is available on our website and may be customized for enterprise customers.

Billing Terms

• Subscriptions are billed on a monthly or annual basis, as selected during registration
• All subscriptions automatically renew unless cancelled prior to the renewal date
• Payment is due at the beginning of each billing period
• All fees are exclusive of applicable taxes, which you are responsible for paying
• We reserve the right to change our pricing with 30 days' advance written notice

Refund Policy

All fees are non-refundable except as required by applicable law or as expressly stated in these Terms. If you cancel your subscription, cancellation will take effect at the end of the current billing period, and you will retain access to the Service until that time. No prorated refunds will be provided for partial billing periods.

Late Payment and Suspension

If payment is not received when due:

• We may suspend your access to the Service without notice
• We may charge a late fee of 1.5% per month (or the maximum permitted by law, whichever is less) on overdue amounts
• You remain responsible for all fees incurred during the suspension period
• We may terminate your account if payment remains outstanding for more than 30 days

5. Permitted Use of Service

Authorized Uses

Subject to your compliance with these Terms, you may use the Service for:

• Financial transaction reconciliation for your business operations
• Uploading and processing your transaction data from various sources
• Generating reconciliation reports and maintaining audit trails
• Integrating the Service with your existing systems via our API
• Reviewing AI-generated transaction matches and resolving discrepancies

User Obligations

You agree to:

• Use the Service only for lawful purposes and in accordance with these Terms
• Comply with all applicable federal, state, local, and international laws and regulations
• Maintain accurate records and documentation as required by applicable financial regulations
• Not interfere with or disrupt the integrity or performance of the Service
• Not attempt to gain unauthorized access to the Service or related systems
• Exercise independent judgment and not rely solely on AI-generated matches for final reconciliation decisions

6. Prohibited Activities

You expressly agree NOT to:

• Use the Service for any illegal purpose or in violation of any applicable laws or regulations
• Upload or transmit viruses, malware, or any other malicious code
• Attempt to reverse engineer, decompile, or disassemble any aspect of the Service
• Use automated systems (bots, scrapers, etc.) to access the Service except through our documented API
• Scrape, harvest, or collect information about other users without their consent
• Resell, sublicense, or redistribute the Service to third parties
• Remove, obscure, or alter any proprietary notices on the Service
• Impersonate another person or entity, or falsely represent your affiliation with any person or entity
• Use the Service to transmit unsolicited communications or engage in spamming
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Violate any third-party rights, including intellectual property, privacy, or publicity rights
• Use the Service in any manner that could damage, disable, overburden, or impair our servers or networks

Violation of these prohibitions may result in immediate termination of your account and legal action.

7. Intellectual Property Rights

Kosha's Intellectual Property

Kosha and its licensors own all right, title, and interest in and to the Service, including:

• All software, technology, and algorithms underlying the Service
• All trademarks, service marks, logos, and brand elements
• All content, graphics, user interfaces, and documentation
• All patents, copyrights, trade secrets, and other intellectual property rights

Your Data Ownership

You retain all ownership rights in and to your financial data, transaction records, and any other content you upload to the Service ("Your Data"). We claim no ownership interest in Your Data.

License Granted to You

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription period solely for your internal business purposes. This license automatically terminates upon termination of your subscription.

License Granted to Kosha

You grant Kosha a worldwide, non-exclusive, royalty-free license to:

• Process, store, and analyze Your Data solely to provide and improve the Service
• Use aggregated, anonymized data derived from Your Data for analytics, benchmarking, and service improvement

We do NOT use Your Data to train AI models for use by other customers. Your financial data remains confidential and isolated.

8. User Data and Privacy

Data Ownership and Processing

Your Data remains your property at all times. We process Your Data in accordance with:

• Our Privacy Policy, available at [privacy policy link]
• Applicable data protection laws and regulations, including GDPR and CCPA where applicable
• Industry-standard security practices, including SOC 2 Type II compliance

Data Security

We implement appropriate technical and organizational measures to protect Your Data, including:

• AES-256 encryption for data at rest and in transit
• Multi-tenant data isolation to prevent cross-contamination
• Regular security audits and penetration testing
• Access controls and authentication mechanisms
• Comprehensive audit logging of all data access and modifications

Data Backup and Retention

• We maintain regular automated backups of Your Data
• You may export Your Data at any time in standard formats (CSV, Excel, JSON)
• Upon account closure, Your Data is retained for 30 days to allow for data recovery
• After 30 days, Your Data is securely deleted unless we are required to retain it by law
• You may request immediate data deletion, subject to legal and regulatory retention requirements

Your Security Obligations

You are responsible for:

• Maintaining the confidentiality of your account credentials
• Implementing appropriate access controls within your organization
• Promptly notifying us of any suspected security breaches or unauthorized access
• Ensuring that Your Data does not contain any malicious code or viruses

9. Service Availability and Modifications

Service Level

We strive to maintain high availability of the Service. Our target uptime varies by subscription tier:

• Professional plans: 99.9% uptime SLA
• Enterprise plans: 99.99% uptime SLA with dedicated infrastructure

Scheduled maintenance will be performed during off-peak hours with advance notice when possible. Emergency maintenance may be performed at any time without notice.

Service Modifications

We reserve the right to:

• Modify, update, or enhance the Service at any time
• Add or remove features, functionality, or integrations
• Change our APIs, provided we give reasonable notice for breaking changes

Material changes that negatively impact core functionality will be communicated with at least 30 days' advance notice.

No Guarantee of Availability

While we strive for high availability, we do not guarantee uninterrupted access to the Service. We are not liable for any service disruptions, downtime, or data loss resulting from circumstances beyond our reasonable control.

12. Indemnification

You agree to indemnify, defend, and hold harmless Kosha, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• Your use or misuse of the Service
• Your Data or any content you upload to the Service
• Any claims brought by your employees, contractors, or other persons you authorize to access the Service
• Any financial errors or discrepancies resulting from your reliance on AI-generated matches without independent review

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

13. Termination

Termination by You

You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation will take effect at the end of your current billing period. You will retain access to the Service until the end of the paid period, after which your access will be terminated.

Termination by Kosha

We reserve the right to suspend or terminate your access to the Service, with or without notice:

• Immediately, if you violate these Terms or engage in illegal activity
• Immediately, for non-payment of fees
• With 30 days' notice, at our discretion for any reason or no reason

Effects of Termination

Upon termination of your account:

• Your access to the Service will be immediately revoked
• Your Data will be retained for 30 days to allow for data export and recovery
• After 30 days, Your Data will be securely deleted from our systems
• You remain responsible for all fees incurred prior to termination
• All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification, and limitations of liability

We strongly recommend exporting Your Data before cancelling your subscription.

14. Dispute Resolution

Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to contact us at hello@kosha.finance and attempt to resolve the dispute informally. We will make good faith efforts to resolve the matter within thirty (30) days.

Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

• The arbitration shall be conducted by a single arbitrator
• The arbitration shall take place in Delaware, United States
• The arbitration shall be conducted in English
• The arbitrator's decision shall be final and binding
• Judgment on the arbitration award may be entered in any court of competent jurisdiction

Class Action Waiver

YOU AND KOSHA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Exceptions to Arbitration

Either party may pursue claims in small claims court if they qualify. Additionally, either party may seek injunctive or other equitable relief in court to protect intellectual property rights.

15. Governing Law

These Terms and any disputes arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

To the extent that arbitration does not apply, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any disputes.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16. Changes to Terms

We reserve the right to modify these Terms at any time. When we make changes, we will:

• Update the "Last Updated" date at the top of this page
• Post the revised Terms on our website
• Send email notification to your registered email address for material changes
• Provide at least thirty (30) days' advance notice before material changes take effect

Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service and cancel your subscription.

We encourage you to review these Terms periodically to stay informed of any updates.

17. Miscellaneous

Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Kosha regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Kosha.

Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, reorganization, or sale of assets without your consent. These Terms bind and inure to the benefit of each party's permitted successors and assigns.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Notices

All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or three (3) days after being sent by certified mail, return receipt requested, to the addresses specified in your account or as otherwise provided in these Terms.

Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.