Terms of Service

Last Updated: September 29, 2026

These Terms of Service (“Terms”) are an agreement between T-X AI, Inc. (“T-X,” “we,” or “us”) and the organization that uses the Service (“Customer” or “you”). They govern access to the T-X financial analysis platform, including its AI chat interface and integrations (the “Service”), and use of t-x.ai (the “Site”).

By signing an order form that references these Terms (an “Order Form”), starting a proof of concept or pilot, or using the Service, you agree to these Terms on behalf of your organization, and you confirm that you have authority to do so. If you do not agree, do not use the Service. Visitors who only browse the Site are bound by Sections 13 and 20.

These Terms incorporate our Privacy Policy, Data Processing Addendum (“DPA”), and Security Overview. If there is a conflict, the order of precedence is: (1) the Order Form, (2) the DPA, for the processing and protection of Customer Data, (3) these Terms, and (4) the Privacy Policy.

1. Definitions

“Authorized Users” means your employees and contractors whom you permit to use the Service on your behalf.

“Customer Data” has the meaning given in the DPA. It includes bank files, transaction records, balances, categorization rules, forecasts, chat messages, files you upload or transfer to us, and transfer instructions.

“AI Outputs” means forecasts, categorizations, scenarios, answers, suggestions, and other results the Service generates, including through its AI chat interface.

“Documentation” means the user guides and help materials we make available for the Service.

“Integration” means a connection you enable between the Service and a third-party system you use, such as your ERP.

2. Access to the Service

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable right during the subscription term to access and use the Service for your internal business purposes, within the scope in your Order Form (for example, the number of Authorized Users). The Service is for business use only and may not be used by individuals as consumers or by anyone under 18.

We may update and improve the Service over time. We will not make changes that materially reduce the core functionality you subscribed to during your current subscription term.

3. Proofs of Concept and Pilots

We may offer a proof of concept, pilot, or trial of the Service (a “POC”), free or for a fee, for the period, scope, and any success criteria agreed with you in writing (including by email or in an Order Form). During a POC:

• the Service is provided as is, without warranties or support commitments, and features may be incomplete;
• either party may end the POC at any time by notice;
• our Privacy Policy, DPA, and Security Overview still apply to Customer Data in full; and
• if the POC does not convert to a paid subscription, Customer Data is handled as described in Section 11 as if the subscription had ended on the POC end date.

Any POC fees are stated in the Order Form or POC agreement. A POC converts to a paid subscription only when you sign an Order Form for the subscription.

4. Your Account and Authorized Users

• Each Authorized User must have an individual login. Logins may not be shared.
• You are responsible for managing your Authorized Users, their roles and permissions (including who may approve transfers), and for keeping their credentials secure.
• You are responsible for activity under your account, except to the extent it results from our breach of these Terms or the DPA.
• Notify us promptly at dk@t-x.ai if you suspect unauthorized access to your account. We may suspend affected access to protect you and the Service.

5. Customer Data

Ownership. As between the parties, you own Customer Data. We acquire no ownership rights in it.

License to us. You grant us a non-exclusive, worldwide, royalty-free license to process Customer Data only (a) to provide, secure, and support the Service, (b) to create De-identified Data as described in the DPA, and (c) as required by law. Our handling of Customer Data is governed by the DPA.

AI training. Forecasting and categorization models that learn from your data are used only for your account. We do not use Customer Data to train models shared across customers, and we do not allow third parties to train their models on it.

Your responsibilities. You are responsible for the accuracy and legality of Customer Data. You represent that you have the rights and have given any notices needed to provide it to us, including notices to employees and payees whose information appears in bank files. Please do not upload Social Security numbers, full payment card numbers, health information, or passwords.

Accuracy of inputs. The Service’s results depend on the data you provide. We are not responsible for errors caused by incomplete, incorrect, or late data from you, your banks, or your Integrations.

6. AI Features and Outputs

The Service uses statistical models and AI, including third-party language models, to generate AI Outputs. AI Outputs are estimates based on historical data and your assumptions, and they can be incomplete or wrong.

• Decision support, not advice. AI Outputs are provided to support your decisions. They are not financial, investment, accounting, tax, or legal advice, and T-X is not acting as your advisor or fiduciary.
• Your review. You are responsible for reviewing AI Outputs before relying on them, including before approving any transfer, making a funding, borrowing, or investment decision, or sharing results with your board, lenders, or investors.
• Acceptable use. You will not use AI features to try to extract other customers’ data, circumvent our safeguards, or reverse-engineer the underlying models.

Before sending data to OpenAI, we replace company, vendor, employee and account identifiers with pseudonymous codes. OpenAI receives amounts and categories, not who they relate to. Data is encrypted in transit and is not used to train OpenAI’s models.

How AI features handle your data is described in our Privacy Policy (Section 5) and Security Overview.

7. Integrations and Transfers Between Your Own Accounts

Integrations. When you enable an Integration, you authorize us to access the connected system on your behalf, using the access you grant, to provide the Service. You represent that you are authorized to grant that access. Third-party systems are governed by your agreements with their providers, and we are not responsible for their availability, accuracy, or changes that affect the Integration. You may revoke an Integration at any time.

Transfers. If you use the Service to prepare transfers between your organization’s own bank accounts:

• the Service will generate instructions only between accounts you have registered as your own;
• no instruction is sent to your ERP until an Authorized User with approval rights approves it, and you are responsible for configuring who holds those rights and any approval thresholds;
• you are responsible for reviewing each instruction, including accounts, amounts, and dates, before approving it;
• transfers are executed by your ERP and your banks under their own rules, cut-off times, and limits. T-X does not hold funds, is not a bank or money transmitter, and does not connect directly to your banks to move money; and
• your banks and ERP provider are not our agents, and we are not responsible for their acts or omissions.

We are not liable for losses from transfers that an Authorized User approved, or that result from compromised credentials of your Authorized Users, except to the extent caused by our breach of these Terms, the DPA, or our security obligations.

8. Acceptable Use

You will not, and will not permit anyone to:

• copy, modify, reverse engineer, decompile, or create derivative works of the Service, except as permitted by law;
• resell, sublicense, or provide the Service to third parties, or use it to build a competing product;
• access or attempt to access another customer’s data, or circumvent security or usage limits;
• upload malicious code, or interfere with or overload the Service;
• use the Service for unlawful purposes, including fraud, money laundering, or sanctions violations; or
• use the Service from, or on behalf of anyone located in, a country or region subject to comprehensive US sanctions, or if you are on a US government restricted-party list.

We may suspend access that violates this Section or threatens the security of the Service or other customers. We will give notice where practicable and restore access once the issue is resolved.

9. Fees and Payment

• Fees, billing frequency, and user limits are set out in your Order Form. Unless the Order Form says otherwise, invoices are due within 30 days, and fees are non-refundable except as stated in these Terms or the DPA.
• Fees exclude taxes. You are responsible for sales, use, and similar taxes, other than taxes on our income.
• If you dispute an invoice in good faith, tell us before the due date. You will pay the undisputed portion, and we will work with you to resolve the dispute.
• Undisputed amounts more than 30 days overdue may bear interest at 1% per month or the maximum legal rate, whichever is lower. We may suspend the Service for undisputed amounts more than 30 days overdue, after 10 days’ written notice.

10. Term and Renewal

Your subscription term is stated in the Order Form. Unless the Order Form says otherwise, subscriptions renew automatically for successive 12-month terms unless either party gives notice of non-renewal at least 30 days before the end of the current term. We will notify you of any fee increase at least 60 days before the renewal it applies to. Fees for the same services may not increase by more than 10% over the fees for the preceding term. This cap does not apply to additional users or services you add.

Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days after written notice. If you terminate for our uncured material breach, we will refund prepaid fees for the remainder of the term.

11. Effect of Termination

• Your right to use the Service ends at termination.
• For 90 days after termination, you may export Customer Data or request a copy in a commonly used, machine-readable format, at no additional charge.
• We then delete Customer Data, including Integration access tokens, as described in the DPA. De-identified Data is not affected.
• Sections 5, 6, 11, 12, and 14 through 21, and any accrued payment obligations, survive termination.

12. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that a reasonable person would understand to be confidential, including Customer Data, pricing, product plans, and security information. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and share it only with employees, contractors, and advisors who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from a third party without a duty of confidence.

If the law requires disclosure, the receiving party will, where legally permitted, give prompt notice so the other party can seek protection. We may share the existence of our agreement, but not your other Confidential Information, with actual or prospective investors bound by confidentiality.

13. Intellectual Property and Feedback

T-X owns the Service, the Site, the Documentation, and all related technology and intellectual property, including improvements. Except for the rights expressly granted in these Terms, no rights are transferred. “T-X” and our logos are our trademarks.

If you give us suggestions or feedback, we may use them without restriction or obligation to you. Feedback does not include Customer Data or your Confidential Information.

14. Security and Data Protection

We will maintain the safeguards described in our Security Overview and the DPA, and we will not materially reduce the overall security of the Service during your subscription term. Our obligations for security incidents, subprocessors, and deletion are set out in the DPA.

Security researchers who report vulnerabilities in good faith to dk@t-x.ai, avoid accessing other customers’ data, and do not disrupt the Service will not be treated as breaching Section 8, and we will not pursue legal action against them for that research.

15. Availability and Support

We use commercially reasonable efforts to keep the Service available and to give advance notice of planned maintenance where practicable. Unless your Order Form includes a service level commitment, we do not guarantee uninterrupted availability. Support is provided by email at dk@t-x.ai during business hours, Pacific Time.

16. Warranties and Disclaimers

We warrant that, during a paid subscription term, the Service will perform materially as described in the Documentation. If it does not, notify us in writing, and we will use reasonable efforts to correct the problem. If we cannot correct it within 30 days, you may terminate the affected subscription and receive a refund of prepaid fees for the remainder of the term. This is your exclusive remedy for breach of this warranty.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE SITE, AND AI OUTPUTS ARE PROVIDED “AS IS.” T-X DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. T-X DOES NOT WARRANT THAT FORECASTS OR OTHER AI OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

17. Indemnification

By T-X. We will defend you against any third-party claim alleging that the Service, as provided by us, infringes that party’s US intellectual property rights, and pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, your modifications, combinations with items we did not provide, or use in breach of these Terms. If the Service is or may become subject to such a claim, we may obtain the right for you to continue using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid fees for the remainder of the term.

By you. You will defend us against any third-party claim arising from Customer Data, your use of the Service in breach of Section 8, or transfers approved by your Authorized Users, and pay damages finally awarded or agreed in settlement, except to the extent caused by our breach of these Terms or the DPA.

Process. The indemnified party must promptly notify the indemnifying party, give it control of the defense and settlement, and provide reasonable cooperation. No settlement may impose obligations on the indemnified party without its consent.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THESE TERMS IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR A POC PROVIDED FREE OF CHARGE, T-X’S TOTAL LIABILITY IS LIMITED TO US $1,000.

These limits do not apply to your payment obligations, a party’s indemnification obligations, or a party’s liability for gross negligence, willful misconduct, or fraud.

19. Publicity

We will not use your name or logo, or describe you as a customer, without your prior written consent. You may withdraw consent at any time.

20. Use of the Site

Content on the Site is for general information and may change without notice. It is not financial advice. You may not scrape, copy at scale, or interfere with the Site. Links to third-party sites are provided for convenience, and we are not responsible for their content. Our Privacy Policy describes how we handle information collected through the Site.

21. General

• Changes to these Terms. We may update these Terms. For customers with a signed Order Form, changes take effect at your next renewal unless you agree otherwise. For everyone else, material changes take effect 30 days after we post them or notify you. The “Last Updated” date shows the current version.
• Governing law and venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Disputes will be resolved exclusively in the state or federal courts located in the State of Delaware, and each party consents to their jurisdiction.
• Subcontractors. We may use subcontractors and subprocessors as described in the DPA and remain responsible for their performance.
• Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all related assets, with notice.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, other than payment obligations.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, or fiduciary relationship.
• Notices. Notices must be in writing and may be sent by email to the addresses in the Order Form, or to dk@t-x.ai for T-X.
• Entire agreement. These Terms, the Order Form, and the documents they incorporate are the entire agreement on this subject. Terms in your purchase orders or other forms do not apply. If a provision is unenforceable, the rest remains in effect. A waiver must be in writing.

Contact

T-X AI, Inc.
Seattle, Washington, USA
dk@t-x.ai