askgeri.ai
This SERVICES LICENSE AGREEMENT ("Agreement") is entered into as of the date last signed by the parties (the "Effective Date") between Back Room Inc., a company registered in New Zealand ("Back Room" or the "Company"), and the CPA firm or professional services entity identified on the signature page hereto ("Licensee"). All references in this Agreement to the "sale" or "purchase" of any Service shall mean the sale or purchase of a license to such Service. Terms not otherwise defined in the text of this Agreement shall have the meanings ascribed to them in Exhibit A.
1.1 Ordering Services. Licensee may subscribe to the Services by accepting an Order that references this Agreement. Subscriptions will be for the term agreed to in the applicable Order.
1.2 Delivery. All Services, Updates, and Documentation will be delivered electronically to Licensee by granting Licensee access to the Services via the web application at askgeri.ai. In the case of a Subscription renewal, there is no separate delivery requirement. Renewals shall be deemed Delivered on the first day of the then-current renewal term.
1.3 Subscription Model. The Services are provided on a subscription basis, automatically renewing unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Pricing for renewals shall be at Back Room's then-current rates unless otherwise agreed in writing.
1.4 Support. Back Room will provide technical support ("Support") to Licensee via electronic mail and such other channels as Back Room may designate from time to time. Back Room will use commercially reasonable efforts to respond to all support requests within two (2) business days.
2.1 Back Room Owns Its Service. Except to the extent licenses are expressly granted hereunder, Back Room and its licensors retain all right, title, and interest in and to all Intellectual Property Rights in and to the Service, Documentation, and Geri platform, and to any system software, content, organisation, design, compilation, know-how, concepts, methodologies, AI models, procedures, and other matters related to Back Room's platform and website. Back Room further owns all right, title, and interest, including all Intellectual Property Rights, in and to any intellectual property created by Back Room in the course of providing the Service or Support under this Agreement.
2.2 License Grant by Back Room. Subject to timely payment by Licensee of applicable subscription fees, and to Licensee's compliance with the terms and conditions of this Agreement, Back Room hereby grants to Licensee and its Authorised Users, solely during the applicable Subscription Term, a limited, non-exclusive, non-transferable, royalty-free license to access and use the Service via the Internet for Licensee's internal business purposes only, in accordance with the Documentation.
2.3 Restrictions. Licensee agrees that it (and its Authorised Users) will not, without express written permission of Back Room:
2.4 Authorised Users. Licensee is responsible for the acts and omissions of its Authorised Users. Licensee shall ensure that each Authorised User maintains appropriate password security and keeps their account credentials confidential. Licensee is responsible for all activity occurring under Authorised User accounts.
2.5 Licensee Owns Its Data. Except to the extent licenses are expressly granted hereunder, Licensee retains all Intellectual Property Rights in and to Licensee Data. Back Room claims no ownership over any financial documents, workpapers, general ledger data, trial balances, or other materials uploaded by Licensee to the Service.
2.6 License Grant by Licensee. Licensee hereby grants to Back Room a non-exclusive, worldwide, royalty-free license to use, reproduce, and process Licensee Data solely as reasonably required to operate and provide the Services to Licensee. Back Room will not use Licensee Data to train, fine-tune, or improve any AI model or system without Licensee's prior written consent.
2.7 Data Ring-Fencing. All Licensee Data is logically segregated and ring-fenced on a per-client basis. Back Room will not share, commingle, or make available any Licensee Data to any other licensee or third party, except as required by applicable law or as otherwise set forth in this Agreement.
2.8 Aggregate Analytics. Back Room may collect and use aggregated, de-identified data about platform performance, feature usage, and system metrics solely for the purpose of improving and maintaining the Service. Such data will not identify Licensee, any Authorised User, or any third-party client of Licensee.
2.9 Feedback. Licensee agrees that submission of any ideas, suggestions, or proposals to Back Room ("Feedback") is at Licensee's own risk. Back Room has no obligation of confidentiality or compensation with respect to such Feedback. Licensee hereby grants to Back Room a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive license to use, reproduce, adapt, and commercialise any Feedback in connection with the operation and improvement of the Service.
3.1 Licensee's Infrastructure. Licensee has sole responsibility for its own information technology infrastructure, including computers, software, databases, networks, and electronic systems, whether operated directly by Licensee or through third-party services. Back Room is not responsible for any failure of, or interruption to, the Service caused by deficiencies in Licensee's infrastructure or internet connectivity.
4.1 Subscription Fees. Back Room's right to payment accrues on Delivery of the Service to Licensee. Except in the case of material breach of this Agreement by Back Room, Back Room shall have no obligation to refund any payments accrued or made under this Agreement.
4.2 Invoicing and Payment. Payment of subscription fees is due within fourteen (14) days of Licensee's receipt of an undisputed invoice. Any amount unpaid when due may accrue interest at the rate of 1.5% per month or the highest rate permitted by applicable New Zealand law, whichever is lower.
4.3 Taxes. All stated prices are exclusive of any applicable taxes, levies, duties, or other amounts, however designated. Any taxes relating to the Services purchased pursuant to this Agreement, including but not limited to goods and services tax (GST) or withholding taxes, will be borne by Licensee, unless Licensee presents a valid exemption certificate acceptable to the relevant taxing authority.
4.4 Additional Users. If the number of Authorised Users exceeds the number specified in an applicable Order, fees shall be adjusted accordingly, and Licensee shall pay the adjusted balance upon Back Room's invoice. No downward adjustments will be made within a Subscription Term.
5.1 Service Availability. Back Room will use commercially reasonable efforts to maintain the Services in a manner that minimises errors and interruptions. Notwithstanding the foregoing, Licensee acknowledges that the Services may be temporarily unavailable for scheduled or unscheduled maintenance, whether by Back Room or by third-party providers, or because of other causes beyond Back Room's reasonable control.
5.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." BACK ROOM HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BACK ROOM DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE.
LICENSEE UNDERSTANDS AND EXPRESSLY AGREES THAT:
LICENSEE ACKNOWLEDGES AND AGREES THAT:
5.5 No Prohibition on Direct Use — But Sole Responsibility Applies. Back Room does not restrict Licensee from using AI Outputs in the manner it sees fit, including incorporating AI Outputs into deliverables communicated to Licensee's own clients. However, Licensee acknowledges that any such use is entirely at Licensee's own risk and that Back Room bears no responsibility or liability whatsoever for any consequence arising from any use Licensee makes of AI Outputs, whether or not such AI Outputs were independently reviewed or verified prior to use.
5.6 Licensee's Data Warranties. Licensee represents and warrants that it has all rights necessary to grant Back Room the rights set forth in this Agreement, and that neither Licensee Data, nor its inclusion in the Service, will infringe, misappropriate, or violate any third party's Intellectual Property Rights or any applicable privacy law. Licensee further represents and warrants that it has obtained all necessary consents or authorisations required under applicable law for the upload and processing of any personal information contained in Licensee Data.
6.1 Indemnification by Back Room. Back Room shall defend or (at its option) settle any claim brought against Licensee by a third party alleging that the Service, as delivered by Back Room, infringes the copyright, trademark, or registered patent of such third party (a "Claim"), and shall indemnify Licensee against damages and costs finally awarded in any such Claim, subject to the conditions in Section 6.3.
6.2 Exceptions. Back Room shall have no liability under Section 6.1 to the extent any Claim arises from: (a) modification of the Service by any party other than Back Room; (b) combination of the Service with other products or materials where the alleged infringement would not have occurred without such combination; or (c) Licensee's breach of this Agreement.
6.3 Indemnification by Licensee. Licensee will defend and indemnify Back Room and its officers, directors, employees, and agents from and against any losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising out of or relating to: (a) a breach of Licensee's warranties under Section 5.6; (b) Licensee's use of AI Outputs, including any use that results in harm to Licensee's own clients or third parties; (c) any professional advice, opinion, review conclusion, or deliverable communicated by Licensee to any third party; or (d) Licensee's breach of any provision of this Agreement.
6.4 Indemnification Conditions. Each party's indemnification obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party of any Claim; (b) granting the indemnifying party sole control of the defence and settlement; and (c) cooperating reasonably with the indemnifying party in the defence of the Claim.
6.5 IP Remedies. In the event of any alleged IP infringement, Back Room may, at its sole discretion: (a) procure the right for Licensee to continue using the Service; (b) modify the Service so it becomes non-infringing without material diminution in function; or (c) replace the Service with a non-infringing substitute of equivalent function.
7.1 Exclusion of Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS BASED ON EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Absolute Exclusions. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (i) PUNITIVE OR EXEMPLARY DAMAGES; (ii) LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL; OR (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; IN EACH CASE WHETHER CHARACTERISED AS DIRECT OR INDIRECT DAMAGES.
7.3 Cap on Liability. EXCEPT IN CASES OF (i) BREACH OF INTELLECTUAL PROPERTY RIGHTS OR (ii) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO BACK ROOM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN THE CASE OF BACK ROOM'S INDEMNIFICATION OBLIGATIONS, BACK ROOM'S MAXIMUM LIABILITY SHALL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
7.4 Acknowledgement. LICENSEE ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH BACK ROOM WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
8.1 Compliance with Privacy Laws. Both parties agree to comply with all applicable privacy and data protection laws in connection with their performance under this Agreement, including, without limitation, the New Zealand Privacy Act 2020 and any other applicable privacy legislation in the jurisdictions in which Licensee operates.
8.2 Data Hosting. Licensee Data will be hosted on Amazon Web Services (AWS) infrastructure located in Singapore. Back Room will use commercially reasonable technical and organisational measures to protect Licensee Data against unauthorised access, disclosure, alteration, or destruction.
8.3 Personal Information. Licensee acknowledges that financial workpapers, general ledger data, and related documents may contain personal information within the meaning of applicable privacy laws. Licensee warrants that it has obtained all necessary consents and authorisations required for the processing of such personal information by Back Room as part of the Service.
8.4 Data Retention. Back Room will retain Licensee Data for the duration of the Subscription Term. Upon termination or expiry of this Agreement, Back Room will retain Licensee Data for a period of thirty (30) days, during which Licensee may request an export of its data. After this thirty (30) day period, Back Room will permanently delete all Licensee Data from its systems, except to the extent that retention is required by applicable law.
8.5 Immediate Deletion. Notwithstanding Section 8.4, upon Licensee's written request at any time, Back Room will permanently delete all or specified portions of Licensee Data within a reasonable period, not exceeding thirty (30) days of such request, except to the extent retention is required by law.
9.1 Confidentiality Obligations. Each party shall hold the other party's Confidential Information in strict confidence and shall not use any Confidential Information disclosed to it by the other party for any purpose other than to exercise its rights under this Agreement. Neither party shall disclose or permit disclosure of any Confidential Information to any third party without the prior written consent of the disclosing party.
9.2 Exceptions. Confidential Information does not include information that: (a) is already lawfully in the receiving party's possession without obligation of confidentiality; (b) is or becomes generally available to the public through no fault of the receiving party; or (c) is independently developed by the receiving party without use of the other party's Confidential Information.
9.3 Required Disclosures. If any Confidential Information is required to be disclosed by law or by order of a court or regulatory authority, the receiving party will use reasonable efforts to provide the disclosing party with prior written notice and to seek a protective order or equivalent protection.
9.4 Injunctive Relief. The parties agree that a breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the disclosing party shall be entitled to seek equitable relief, including injunctive relief, without the need to post bond.
10.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year unless earlier terminated. Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
10.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party commits a material breach of any term or condition of this Agreement and (except as provided below) fails to remedy such breach within thirty (30) days of receiving written notice thereof. If Back Room reasonably determines that Licensee has breached Section 2.3 (Restrictions), Back Room may terminate this Agreement immediately upon written notice.
10.3 Suspension. Back Room may suspend Licensee's access to the Service immediately upon written notice if Back Room reasonably believes that Licensee's use of the Service poses a threat to the security or integrity of the platform or to the data of other licensees.
10.4 Effect of Termination. Upon termination or expiry of this Agreement: (a) all licenses granted hereunder will immediately terminate; (b) all unpaid fees will immediately become due and payable; (c) Licensee shall immediately cease all use of the Service and Documentation; and (d) the data retention and deletion provisions of Section 8.4 shall apply.
10.5 Survival. Sections 2.1, 2.5, 2.8, 2.9, 4, 5.2 through 5.5, 6, 7, 8.4, 9, 10.4, 10.5, and 12 shall survive any termination or expiry of this Agreement.
Licensee agrees to comply with all applicable laws and regulations in connection with its use of the Service, including but not limited to applicable privacy laws, professional regulations governing the practice of accounting and auditing, and any requirements imposed by the relevant professional bodies or regulatory authorities in the jurisdictions in which Licensee operates.
12.1 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to conflict of law principles. Subject to Section 12.2, the parties submit to the exclusive jurisdiction of the courts of New Zealand.
12.2 Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, the parties shall first attempt to resolve the matter through good faith negotiations for a period of not less than thirty (30) days. If the dispute cannot be resolved through negotiation, either party may refer the dispute to arbitration under the Arbitration Act 1996 (New Zealand) and the rules of the Arbitrators' and Mediators' Institute of New Zealand (AMINZ), or such other arbitration rules as the parties may agree in writing. The arbitration shall be conducted in Auckland, New Zealand, in the English language. The decision of the arbitrator shall be final and binding on the parties. Nothing in this Section shall prevent either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.
12.3 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties.
12.4 Assignment. Either party may assign this Agreement without consent to an entity that acquires all or substantially all of its shares or business assets, whether by merger, acquisition, or otherwise. Licensee may not otherwise assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder without Back Room's prior written consent.
12.5 Waiver. All waivers must be in writing and signed by a duly authorised representative of the waiving party. No waiver of any breach shall be deemed a waiver of any subsequent breach of the same or any other provision.
12.6 Severability. If any provision of this Agreement is found to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
12.7 Amendments. This Agreement may only be modified by a written instrument signed by duly authorised representatives of both parties. Back Room reserves the right to update these terms upon thirty (30) days' written notice to Licensee. Continued use of the Service after such notice period constitutes acceptance of the updated terms.
12.8 Notices. All notices must be in writing and in the English language. Notices shall be delivered by electronic mail (with read receipt or written acknowledgement), hand delivery, or documented overnight courier to the addresses specified on the signature page, or such other address as a party may notify in writing from time to time.
12.9 Entire Agreement. This Agreement, together with all Exhibits and any applicable Orders, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether oral or written.
12.10 Attorneys' Fees. If any legal action or arbitration proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable legal fees and costs incurred in such action, in addition to any other relief to which the prevailing party may be entitled.
Back Room may reference Licensee's name and logo(s) as a client of Back Room in connection with the promotion of Back Room's products and services, provided that all representations of Licensee's logo shall be exact copies of those provided by Licensee. Neither party shall disclose the specific financial or commercial terms of this Agreement without the prior written consent of the other party, except as required by applicable law.
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"AI Outputs" means any review notes, analytical outputs, observations, flags, summaries, or other content generated by the Service through artificial intelligence or machine learning processing of Licensee Data.
"Applicable Privacy Laws" means, in relation to any personal information processed in connection with the Services, any applicable law or regulation protecting individual privacy, including without limitation the New Zealand Privacy Act 2020, and any other applicable privacy legislation in the jurisdictions in which Licensee operates.
"Authorised User" means any individual employed by or contracted to Licensee who is authorised by Licensee to access and use the Services on Licensee's behalf. Each Authorised User must use a unique identity to access and use the Services.
"Confidential Information" means each party's product road maps, product development plans, pricing, business plans, customer lists, business and financial information, and any other information or data which a party discloses in tangible or electronic form and designates as confidential or proprietary, or which would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
"Delivery" means the availability of the Service and/or Documentation to Licensee via electronic access, without regard to when Licensee actually uses such Service.
"Documentation" means the instruction manuals, user guides, and other information made available from time to time by Back Room in either printed or electronic form.
"Geri" / "Service" / "Services" means the AI-powered financial review tool accessible at askgeri.ai, as a web application, including all features, AI Outputs, Updates, and Documentation made available to Licensee under this Agreement.
"Intellectual Property Rights" means all inventions, know-how, patents, patent applications, copyrights, trade secrets, trademarks, internet domain names, AI models and training data, moral rights, and all other proprietary and intellectual property rights, whether registered or unregistered.
"Licensee Data" means non-public information, data, and other content, in any form or medium, that is uploaded, submitted, or otherwise provided by Licensee or its Authorised Users to the Service, including without limitation financial statements, general ledger data, trial balances, workpapers, notes, and any other materials provided for processing through the Service.
"Order" means any document or agreement between the parties that sets forth the scope of Services licensed by Licensee, subscription fees, and any other relevant commercial terms.
"Subscription" means a licence to access and use the Service, Documentation, and Support for the duration of the applicable Subscription Term.
"Subscription Term" means the period during which Licensee has a current and valid subscription to the Services, as specified in an applicable Order.
"Support" means the technical support provided by Back Room to Licensee as described in Section 1.4.
"Update" means any enhancement, modification, bug fix, or addition to the Service or Documentation made available by Back Room to Licensee from time to time.
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