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§ Terms of Service

Terms of Service

Last updated: 2026-05-14

Last updated: 2026-05-14. These Terms of Service govern your use of Wanabal. Please read them carefully. They are written in plain English where possible; defined terms are introduced in the Definitions section.

1. Acceptance of Terms

These Terms of Service (the "Terms") form a binding agreement between the entity identified during account creation or on an executed order form ("Customer") and Wanabal Corporation, a Delaware C-Corporation ("Wanabal"). The Terms govern Customer's use of Wanabal's general ledger, tax compliance, and financial dashboard offerings, including the AI assistant "Fynn" (collectively, the "Services").

How Customer Accepts

Customer accepts these Terms by any of the following:

  • clicking "I agree" or an equivalent control during account creation;
  • accessing or using any portion of the Services; or
  • executing a written order form that references these Terms.

If Customer does not agree, Customer must not use the Services.

Business Use Only

The Services are intended solely for business, commercial, and professional use. They are not offered for personal, family, or household purposes, and Customer must not use them for any such purpose. [per Quebec Consumer Protection Act, CQLR c P-40.1]

Authority to Bind

The individual accepting these Terms represents that they have legal capacity to enter a binding contract and are authorized to bind the Customer. If accepting on behalf of an organization, that organization is the Customer and is bound by these Terms.

Updates to These Terms

Wanabal may update these Terms from time to time. For material changes, Wanabal will provide reasonable advance notice (typically at least 30 days) by email to the Customer's designated administrator, by in-product notice, or both. Non-material changes take effect upon posting. The "Last Updated" date at the top reflects the most recent revision. Continued use of the Services after an update's effective date constitutes acceptance. If Customer does not agree, Customer's sole remedy is to stop using the Services and terminate under the termination section.

Quebec Consumer Carve-In

To the extent an individual user qualifies as a "consumer" under Quebec's Consumer Protection Act or other applicable consumer-protection law, that individual may have additional non-waivable rights. Nothing in these Terms limits those rights to the extent they apply. [per Quebec Consumer Protection Act, CQLR c P-40.1]

2. Definitions

In these Terms, the following capitalized terms have the meanings set out below. Other capitalized terms are defined where they first appear.

Wanabal, we, us, our
Wanabal Corporation, a Delaware C-corporation, and its successors and permitted assigns.
Customer, you, your
The legal entity that accepts these Terms, or the individual accepting them on its behalf with authority to bind it.
Services
The Wanabal platform Wanabal makes generally available, including the general ledger, multi-book and multi-entity accounting, invoicing and A/R-A/P, inventory, inter-company lending, integrations (Plaid, Gemini Exchange, QuickBooks Online), dashboards, tax-compliance tooling, the Fynn AI assistant, and related APIs, Documentation, updates, and support.
Fynn
Wanabal's embedded AI assistant, providing read-only insights, suggestion-only categorization, data extraction, and human-approved draft generation (such as draft SLAs and promissory notes). Every change to Customer Content requires approval by an Authorized User. Fynn-specific terms are in the AI section.
Authorized User
An individual whom Customer permits to access the Services on Customer's behalf under Customer's account.
Customer Content
All data and materials Customer or its Authorized Users provide, upload, generate, or input through the Services, including financial records, journal entries, account information, supporting documents, third-party data ingested at Customer's direction, and Fynn prompts. Excludes Aggregated Data.
Order Form
A written or electronic ordering document (such as an online order, plan-selection screen, or signed quote) referencing these Terms and setting out the Services purchased, fees, and term. Each Order Form is incorporated into these Terms.
Documentation
Wanabal's then-current technical, product, and user documentation for the Services.
Subprocessor
A third party Wanabal engages to process Customer Content on Wanabal's behalf. Current Subprocessors are listed on the page referenced in the Privacy Policy.
Third-Party Services
Products, services, or content not provided by Wanabal that Customer connects to or uses with the Services, including Plaid, Intuit QuickBooks Online, and Gemini Exchange. They are governed by the applicable provider's terms. [per Intuit Developer ToS §12.2(iv); Plaid Developer Policy]
Confidential Information
Non-public information disclosed by one party to the other that is identified or should reasonably be understood as confidential. Customer Content is Customer's; the Services, Documentation, and non-public technical, security, and pricing information are Wanabal's. Obligations are in the Confidentiality section.
Personal Information
Information that identifies or could reasonably be linked with an identifiable individual or household, as defined under Applicable Law (CCPA/CPRA, PIPEDA, Quebec Law 25, and, where applicable, the GDPR). Wanabal's processing is described in the Privacy Policy, incorporated by reference. [per CCPA/CPRA; PIPEDA; Quebec Law 25; GDPR]
Aggregated Data
Data derived from Customer Content or use of the Services that has been aggregated and de-identified so it cannot reasonably identify Customer, any Authorized User, or any individual. Aggregated Data from QuickBooks Online is used only as Intuit's aggregation and anonymization requirements permit. [per Intuit Platform Requirements]
Effective Date
The earlier of (a) the date Customer first accepts these Terms and (b) the start date in the first Order Form.
Applicable Law
All laws, regulations, and binding governmental requirements applicable to a party's performance under these Terms, including data-protection, consumer-protection, anti-corruption, sanctions, and export-control laws.
Intellectual Property Rights
All worldwide intellectual property and proprietary rights, including patents, copyrights, trademarks, trade secrets, know-how, moral rights, and database rights, whether registered or unregistered.
Affiliate
Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting interests.
Fees
Amounts payable by Customer for the Services under the applicable Order Form or Wanabal's then-current published pricing.
Feedback
Suggestions or ideas about the Services that Customer provides to Wanabal.

3. Eligibility & Account Registration

Eligibility

To use the Services, Customer must be a legal entity (such as a corporation, LLC, partnership, trust, or fund) or an individual entering into these Terms on behalf of one. The accepting individual represents that they are at least 18 years old and authorized to bind that entity. Customer must not be, and must not be owned or controlled by, any person or entity targeted by sanctions administered by OFAC, the U.S. Department of State, the Government of Canada, or any other applicable sanctions or export-control authority, and must not be in a comprehensively sanctioned jurisdiction. [per Anthropic Commercial Terms; Intuit Developer ToS §11.4]

The Services are for business use only, including by mid-market companies, accounting and advisory firms managing client books, and family offices. They are not directed to consumers and must not be used for personal, family, or household purposes.

Account creation

Accounts are created through PropelAuth, Wanabal's identity provider subprocessor, which handles authentication and organization and role management on Wanabal's behalf. Customer must provide accurate, current, and complete information at registration and keep it updated; Wanabal may rely on it for billing, notices, and compliance.

Account security

Customer is responsible for safeguarding all credentials and for all activity under its account, authorized or not. Customer must use commercially reasonable measures to prevent unauthorized access (including strong passwords and multi-factor authentication where available) and will notify Wanabal promptly at info@wanabal.com of any actual or suspected unauthorized access or breach.

Authorized Users

Customer may permit its employees, contractors, and (for accounting and advisory firms) client personnel to use the Services as Authorized Users. Customer assigns each Authorized User a role (currently Owner, Admin, or Member) and remains responsible for their acts, omissions, and compliance with these Terms.

Verification and account actions

Wanabal may take reasonable steps to verify Customer's identity and entity status, including KYC-style checks where required by law or its risk policies. Because Wanabal is not a money transmitter, bank, broker-dealer, or fiduciary and does not move customer funds, this verification is for fraud prevention, sanctions screening, and platform integrity only, and is not financial-services KYC under the Bank Secrecy Act or any similar program. Wanabal may suspend or terminate accounts that provide false information, remain inactive for an extended period, or violate these Terms, as further described in the Suspension and Termination provisions below.

4. The Services

What Wanabal Provides

Wanabal Corporation ("Wanabal") provides a business-to-business SaaS accounting and financial-operations platform (the "Services"). The Services include: a double-entry general ledger; multi-entity and multi-book accounting (GAAP, Tax, Management, and IFRS) with consolidation; inter-company lending and amortization with auto-generated dual-entity journal entries; invoicing, A/R, and A/P workflows; inventory and supply-chain workflows; bank-account linking and reconciliation through Plaid; crypto-asset tracking through Gemini Exchange; bidirectional integration with QuickBooks Online; tax-compliance tooling; dashboards and financial statements; and AI-assisted features delivered through Wanabal's embedded assistant, "Fynn." [per Briefing §1]

What Wanabal Is Not

Customer's use of the Services is subject to the following affirmative limitations on Wanabal's role:

  • Wanabal is not a certified public accounting firm, not a tax preparer, not a registered investment adviser, and not a fiduciary.
  • Wanabal is not a bank, not a money transmitter, and not a money services business. Wanabal does not custody, hold, or move Customer funds, and does not originate ACH, wire, or other payment transactions.
  • Wanabal is not registered with the SEC, FINRA, IRS, CRA, or any U.S. state or Canadian provincial financial-services regulator.
  • The Plaid integration is read-only and is used solely to sync transaction data. USD withdrawals from Gemini Exchange are user-authorized actions executed through Gemini's API on the Customer's own Gemini account; Wanabal does not take possession of fiat or crypto assets. [per Briefing §1]

Customer is responsible for determining whether the Services are suitable for its specific accounting, tax, regulatory, and reporting needs, and should consult its own qualified advisers before relying on outputs of the Services.

Updates and Modifications

Wanabal continues to develop the Services and may add, modify, deprecate, or discontinue features from time to time. Wanabal will not materially reduce the core functionality of the Services during a paid subscription term without reasonable advance notice. "Core functionality" means the general-ledger, multi-entity/multi-book, reporting, and integration features identified in the applicable Order Form. Routine changes (patches, performance improvements, bug fixes, and additive enhancements) may occur without prior notice.

Beta Features

Wanabal may make pre-release features available on a "Beta," "Preview," or "Early Access" basis (each, a "Beta Feature"), including new capabilities of Fynn. Beta Features are provided AS-IS and AS-AVAILABLE, may be modified or withdrawn at any time, are not subject to the same security, support, or service-level commitments as the generally available Services, and are excluded from any warranty in this Agreement. Fynn-specific terms are set out in the AI Features section and apply whether Fynn is delivered as a generally available or Beta Feature. [cross-ref: AI Features section]

Authorized Users

Customer determines which individuals may access the Services on its behalf ("Authorized Users") and the role and permissions assigned to each. Customer is responsible for the acts and omissions of its Authorized Users and for their compliance with this Agreement.

Documentation and Support

Wanabal makes available user-facing documentation ("Documentation") and provides technical support in accordance with Wanabal's then-current support policy and the support tier identified in the applicable Order Form.

5. Customer Data and Ownership

Ownership

As between Customer and Wanabal, Customer (or its licensors) owns all right, title, and interest in Customer Content, including all intellectual property rights therein. Wanabal claims no ownership in Customer Content, and nothing in these Terms transfers any such rights to Wanabal except for the limited license below.

License to Wanabal

Customer grants Wanabal a worldwide, non-exclusive, royalty-free license (sublicensable solely to Wanabal's subprocessors) to access, host, copy, transmit, display, and process Customer Content solely as necessary to: (a) provide and improve the Services; (b) enforce these Terms; (c) comply with Applicable Law; and (d) provide support. This license terminates when Customer Content is deleted from the Services under the Termination section, except as required for backup, legal-hold, or aggregated/de-identified uses described below.

Aggregated and De-identified Data

Wanabal may generate and use aggregated and de-identified data derived from Customer Content for product analytics, service improvement, and security purposes. Aggregated and de-identified data: (i) must not identify Customer, any Authorized User, or any individual; (ii) will not be re-identified by Wanabal; and (iii) will not be sold to third parties for marketing. [per Intuit Platform Requirements "Data usage"]

No AI Training on Customer Content

Wanabal does not train, fine-tune, or otherwise develop any machine learning or generative AI model — internal or third-party — on Customer Content. Wanabal's LLM subprocessors (currently Anthropic; and, if engaged, OpenAI) are used on enterprise or business tiers that contractually prohibit the subprocessor from training its models on Customer Content submitted via Wanabal. [per Anthropic Commercial Terms; OpenAI Business Terms (May 2025)] See the AI Features (Fynn) section for full detail on AI handling.

No Sale of Customer Content

Wanabal does not "sell" or "share" Customer Content as those terms are defined under the California Consumer Privacy Act, as amended (CCPA/CPRA), and does not disclose Customer Content for cross-context behavioral advertising. See the Privacy Policy and the "Do Not Sell or Share My Personal Information" page.

Backup and Export

Customer is responsible for maintaining its own backups of any Customer Content critical to its operations or required by Applicable Law. Wanabal provides reasonable export tooling within the Services in commonly used machine-readable formats. Following termination or expiration of the applicable Order, Wanabal will, for the period specified in the Termination section, allow Customer to export Customer Content, after which Wanabal may delete Customer Content from active systems subject to lawful retention obligations and routine backup cycles.

Customer Responsibilities

Customer represents and warrants that: (a) it has all rights and consents necessary to provide Customer Content to the Services and to grant the license above; (b) Customer Content, and Wanabal's authorized processing of it, does not infringe any third-party right or violate Applicable Law; and (c) Customer is solely responsible for the accuracy, quality, and legality of Customer Content. Customer is responsible for the acts and omissions of its Authorized Users, and any action taken by an Authorized User through the Services is deemed an action of Customer under these Terms.

6. AI Features (Fynn)

This Section 6 governs Customer's use of "Fynn," the artificial intelligence features embedded in the Services. Capitalized terms have the meanings given in Section 2 (Definitions).

6.1 What Fynn Is

Fynn is an embedded AI assistant integrated into the Services. Fynn surfaces insights from Customer's data, generates draft documents (including Service Level Agreements and promissory notes), suggests transaction categorizations, and extracts proposed line items from uploaded statements. Fynn is built on top of third-party large language model providers (currently Anthropic; additional providers such as OpenAI may be added in accordance with the Subprocessor List).

6.2 What Fynn Is Not

Customer expressly acknowledges and agrees that:

  • Fynn is not a CPA, accountant, bookkeeper, tax preparer, lawyer, financial adviser, or registered investment adviser.
  • Fynn is not a fiduciary and owes Customer no fiduciary duty.
  • Fynn is not registered with the SEC, FINRA, IRS, CRA, or any US state or Canadian provincial securities, banking, or financial-services regulator.
  • Fynn is not a bank, money transmitter, broker-dealer, or money services business.
  • Fynn does not provide professional advice of any kind, including investment, tax, accounting, legal, or audit advice.
  • Fynn outputs are informational only and are not professional opinions.

6.3 Human-in-the-Loop

Fynn does not record, modify, or remove any of Customer's financial records, journal entries, invoices, loans, payments, transactions, or any other data on its own. Every action that creates, updates, or deletes data requires a person on Customer's team — an Authorized User with appropriate permissions — to review and approve it. Fynn does not file tax returns, submit regulatory filings, or move money under any circumstances. Wanabal does not originate ACH or wire transfers, does not custody funds, and does not act as a payment processor; Plaid integrations are read-only, and Gemini withdrawals are user-authorized and executed via Gemini's own API.

6.4 Accuracy and Hallucination Warning

AI outputs may be incomplete, inaccurate, biased, or fabricated (commonly called "hallucinated"). Customer must independently verify all material output before relying on it. Fynn-generated draft documents — including Service Level Agreements and promissory notes — are drafts only. Customer must obtain qualified legal and tax review before relying on any Fynn output for legal, tax, accounting, or regulatory purposes.

6.5 No Training on Customer Content

Wanabal does not train any model — internal or third-party — on Customer Content. Wanabal's LLM subprocessors (currently Anthropic; OpenAI if added) are engaged on business or enterprise API tiers that contractually prohibit training on Customer Content. [per Anthropic Commercial Terms; OpenAI May 2025 Business Terms]

6.6 AI Subprocessor Passthrough Terms

The following terms are passed through from Wanabal's upstream AI providers and bind Customer directly:

  • Customer agrees not to use Fynn outputs to develop, train, fine-tune, or improve any competing AI model or service. [per Anthropic Commercial Terms; OpenAI Business Terms]
  • Customer represents and warrants that it has all rights, licenses, consents, and permissions necessary for any inputs it submits to Fynn. [per OpenAI Business Terms]
  • Customer acknowledges that Fynn outputs may not be unique and that similar outputs may be generated for other Wanabal customers in response to similar inputs.

6.7 Disclosure That Customer Is Interacting with AI

Where confusion would otherwise be possible, Customer agrees to disclose to its own end users — including Authorized Users and, in the case of an accounting or advisory firm using the Services, the firm's clients — that Fynn outputs are AI-generated. [per Anthropic Commercial Terms passthrough]

6.8 Output Ownership

As between Wanabal and Customer, Customer owns Fynn outputs to the extent assignable under Applicable Law. Wanabal makes no warranty regarding the originality, accuracy, or non-infringement of Fynn outputs, subject to the narrow Fynn Output Indemnity set out in the Indemnification section, which is referenced here by name. Customer's ownership of outputs does not extend to Fynn itself, the underlying models, the Services, or any data, prompts, weights, or know-how of Wanabal or its subprocessors.

6.9 Restrictions on Use of Fynn

Customer must not, and must not permit any Authorized User or third party to: (a) use Fynn for any unlawful purpose; (b) input data into Fynn that Customer does not have the right to submit; (c) attempt to manipulate, jailbreak, prompt-inject, or bypass Fynn's safety systems, content filters, or usage controls; or (d) use Fynn to make decisions that Applicable Law requires a licensed professional (such as a CPA, attorney, or registered investment adviser) to make.

6.10 Beta and Preview AI Features

Wanabal may make new Fynn capabilities available on a beta, preview, or early-access basis. Such features are provided "AS-IS" and "AS-AVAILABLE", may be modified or discontinued at any time without notice, and are excluded from any service-level commitments, warranties, or support obligations otherwise applicable to the Services.

6.11 No Regulatory Guarantee

Nothing produced by Fynn guarantees compliance with any tax, accounting, securities, employment, anti-money-laundering, sanctions, or other regulatory requirement. Customer remains solely responsible for its own tax filings, financial reporting, regulatory compliance, and decisions involving money. Fynn outputs do not constitute, and may not be relied upon as, certification, attestation, audit, or assurance of compliance with any law, rule, or standard.

6.12 Sensitive Use-Case Warning

Customer must not use Fynn outputs as the sole basis for material decisions involving money, taxes, regulatory filings, employment, or legal rights without independent professional verification. Customer assumes full responsibility for any decision made or action taken in reliance on Fynn outputs.

7. White-Label and Partner Rights

Wanabal markets the Services as white-labeled and modular. This Section sets the framework for white-label and reseller rights. Full terms are set out in a separate Order Form or Partner Agreement, which controls on any conflict.

Eligibility

This Section applies only to a Customer that has executed an Order Form or Partner Agreement with Wanabal Corporation expressly granting white-label or reseller rights (a "Partner"). A standard Customer may not rebrand, sublicense, resell, or otherwise make the Services available to any third party, and may use the Services solely for internal business purposes.

Partner Rights

Subject to the applicable Order Form or Partner Agreement, a Partner may:

  • Apply Partner branding (name, logo, color palette) to user-facing surfaces of the Services, within the technical limits Wanabal supports;
  • Provide access to the Services to its own clients ("End Customers"); and
  • Configure roles and permissions for End Customers within the controls Wanabal makes available.

All other rights are reserved. Partner may not modify the Services or hold itself out as their developer.

Partner Obligations

Partner remains the Customer of record under these Terms and is fully responsible for End Customer compliance, support and billing of End Customers, and lawful use of the Services by Partner and each End Customer. Partner must not make any representation about Wanabal, the Services, or Fynn that is inconsistent with these Terms or the Documentation, and must not use Wanabal's name, logos, or trademarks in marketing without prior written approval [per the Intellectual Property section].

Pass-Through Terms

Before provisioning access, Partner must require each End Customer to agree to written terms no less protective of Wanabal than these Terms, including provisions substantively equivalent to the AI Features (Fynn), Limitation of Liability, Intellectual Property, Confidentiality, and Indemnification sections. Wanabal gives no warranty to End Customers and End Customers have no direct claim against Wanabal; End Customer recourse runs through Partner.

Indemnification (cross-reference)

Partner will defend, indemnify, and hold Wanabal harmless against any third-party claim arising from (a) End Customer use of the Services, (b) Partner's representations or branding, and (c) any breach by an End Customer of the pass-through terms [per the Indemnification section].

Termination of Partner Rights

Wanabal may suspend or terminate Partner's white-label and reseller rights, in whole or in part, for material breach, regulatory risk, brand-protection reasons, or insolvency, in addition to the remedies in the Termination section. On termination, Partner must cease Partner-branded use and cooperate on End Customer transition.

[TBD: confirm whether Partners must maintain minimum cyber-insurance coverage and meet SOC 2 control expectations under the Partner Agreement.]

[TBD: confirm whether the Partner Agreement will include revenue share, minimum commitment, or marketplace exclusivity; intent is to leave such terms to that separate agreement.]

8. Third-Party Integrations and Services

General

"Third-Party Services" means any product, service, or platform not provided by Wanabal Corporation ("Wanabal") that Customer connects to or uses through the Services, including without limitation Plaid (bank-account aggregation), Intuit QuickBooks Online (accounting integration), Gemini Exchange (crypto connectivity), and any other integrations Wanabal makes available.

Customer's relationship with each Third-Party Service is between Customer and the provider, and Customer must comply with the provider's terms. Wanabal facilitates the connection (typically via OAuth) but is not responsible for the availability, accuracy, security, or content of any Third-Party Service.

By connecting a Third-Party Service, Customer authorizes Wanabal to access, receive, store, and process data from that service solely as needed to deliver the Services. If a service is disconnected or its credentials revoked, related features will degrade or stop.

Plaid (Bank Account Connectivity)

Wanabal uses Plaid Inc. ("Plaid") to let Customer link financial-institution accounts on a read-only basis. By connecting through Plaid, Customer authorizes Wanabal and Plaid to access information from Customer's financial institutions — including account, balance, and transaction data — to provide the Services.

Customer should review Plaid's End User Privacy Policy at https://plaid.com/legal/#end-user-privacy-policy, which governs Plaid's handling of that information independent of this Agreement. Customer may disconnect linked accounts at any time within the Services and at https://my.plaid.com. Linked accounts may require reauthorization at least every twelve (12) months [per Plaid Section 1033 guidance; Plaid Developer Policy].

QuickBooks Online (Intuit)

Wanabal is an independent third-party application and is not affiliated with, sponsored by, or endorsed by Intuit Inc. ("Intuit"). Intuit and QuickBooks are registered trademarks of Intuit Inc. [per Intuit Trademark Policy].

Wanabal — not Intuit — is the licensor of the Wanabal application and is solely responsible for support, maintenance, and any dispute relating to the Services [per Intuit Developer ToS Exhibit A §4.4]. Wanabal does not process QuickBooks Online data on Intuit's behalf; Wanabal is an independent controller or processor of such data, not Intuit's agent [per Intuit Developer ToS §12.2(iv)(iii)].

Customer may revoke Wanabal's access to QuickBooks Online at any time through the QuickBooks app management screen, and Intuit may, at Customer's request, instruct Wanabal to cease receiving Customer's QuickBooks Online data [per Intuit Developer ToS §12.2; Exhibit A §4.4]. Additional terms appear in the QuickBooks Online Integration section of the Wanabal End User License Agreement, which Customer should read with this section.

Gemini Exchange (Crypto)

Wanabal connects to Gemini Trust Company, LLC and its affiliates ("Gemini") via OAuth at Customer's election to record balances, orders, and related activity. All crypto trades, withdrawals, transfers, staking, and other actions occur on Gemini's platform under Gemini's terms, between Customer and Gemini. Wanabal records and tracks the resulting transactions for accounting and reporting only, and does not custody, hold, control, or move Customer's crypto or fiat assets, nor act as a broker-dealer, money transmitter, exchange, or custodian.

No Consumer Reporting

Wanabal will not use data from any Third-Party Service (including QuickBooks Online, Plaid, Gemini, or any other source) as a "consumer report," or in any manner that would cause Wanabal or any third party to be deemed a "consumer reporting agency" or "furnisher" under the U.S. Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) or any analogous law [per Intuit Developer ToS §11.8]. Customer must likewise not use the Services or any output for any FCRA-regulated purpose, including decisions on consumer credit, employment, insurance, or housing.

Changes to Integrations

Wanabal may modify, suspend, restrict, or discontinue any integration at any time, including where the provider changes its terms, deprecates an API, experiences an outage, revokes Wanabal's access, or otherwise affects Wanabal's ability to provide it. Wanabal will use commercially reasonable efforts to notify Customer of material, prolonged changes affecting integrations Customer actively uses, but is not liable for loss arising from such changes.

9. Fees, Billing, Taxes, and Refunds

Fees and Subscriptions

Customer will pay the fees for the Services as set out in the applicable Order Form or, where no Order Form applies, on Wanabal's published pricing page at the time of subscription. Subscriptions are sold on a monthly or annual term, or such other term as the Order Form specifies. Each term will automatically renew for a successive term of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Pricing for pilot, trial, or design-partner subscriptions is set in the Order Form; promotional pricing applies only for the term stated and reverts to standard pricing thereafter.

Payment

Wanabal bills subscription fees through Stripe, its payment processor. Customer authorizes Wanabal and Stripe to charge the payment method on file as fees become due. Wanabal does not store Customer's full payment-card details; card data is collected and stored by Stripe. Unless the Order Form states otherwise, fees are billed in U.S. dollars.

Late Payments and Suspension

Invoices are due on the date stated in the invoice or Order Form. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law. If Customer fails to pay undisputed amounts when due, Wanabal may, after written notice and a reasonable cure period, suspend the Services in whole or in part until payment is received. Suspension does not relieve Customer of its obligation to pay accrued and continuing fees.

Pricing Changes

Wanabal may change subscription fees on at least thirty (30) days' written notice before the start of the next renewal term. Price changes will not apply mid-term unless Customer agrees in writing.

Taxes

Fees are exclusive of all applicable taxes, including sales, use, VAT, GST, HST, QST, and similar taxes or duties. Customer is responsible for paying such taxes, other than taxes on Wanabal's net income. Wanabal will collect and remit taxes where required by Applicable Law, including Canadian GST/HST/QST where Customer is a Canadian resident. If Customer claims a tax exemption, it must provide a valid exemption certificate before the relevant invoice date.

Refunds and Disputes

Except as expressly required by Applicable Law or as set out in an Order Form, all fees are non-refundable. Cancellation of a paid subscription does not entitle Customer to a refund of fees paid for the remainder of the then-current term, except where cancellation results from Wanabal's uncured material breach. Customer must dispute any invoice in writing within thirty (30) days of the invoice date; charges not disputed within that period are deemed accepted.

10. Acceptable Use and Restrictions

Prohibited Conduct

Customer is responsible for all use of the Services through its account. Customer must not (and must not permit any Authorized User or third party to):

  • Use the Services in violation of Applicable Law, including securities, banking, tax, sanctions, export-control, AML, anti-corruption, privacy, and consumer-protection laws [per briefing §1, §3.13];
  • Use the Services to commit, conceal, or facilitate fraud, money laundering, terrorist financing, sanctions evasion, or other illegal financial activity;
  • Submit Customer Content that infringes any third-party IP right, breaches any contractual obligation, or violates any individual's privacy or publicity rights;
  • Upload or transmit malware, viruses, worms, ransomware, or other malicious code;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or non-public structure of the Services, except where Applicable Law expressly prohibits this restriction;
  • Resell, sublicense, lease, rent, distribute, or otherwise commercially exploit the Services, except under a written Partner Agreement (see "White-Label and Partner Rights");
  • Use the Services or any output to build, train, or improve a competing product or service, including any AI model [per Anthropic Commercial Terms passthrough];
  • Bypass or attempt to bypass any access controls, rate limits, security mechanisms, or usage restrictions;
  • Probe, scan, or test the vulnerability of the Services without Wanabal's prior written permission, except under Wanabal's published vulnerability-disclosure program;
  • Use the Services to send spam or unsolicited communications, or to transmit content that is harassing, defamatory, obscene, or abusive;
  • Use the Services in a manner that disproportionately impairs system performance or availability for other customers.

High-Risk Data

The Services are not designed for, and Customer must not submit, the following categories of "high-risk data":

  • Protected health information ("PHI") subject to HIPAA or comparable laws;
  • Raw payment-card data subject to PCI-DSS (e.g., full PANs, magnetic-stripe data, CVV/CVC values);
  • U.S. classified information or information controlled under ITAR;
  • Personal information of children under 13 (or the equivalent age of digital consent under Applicable Law).

Wanabal is not a HIPAA business associate and has not entered into a Business Associate Agreement. Customer is solely responsible for any high-risk data submitted in violation of this section.

AI-Specific Restrictions

Customer's use of Fynn and any other AI feature is also governed by the "AI Features" section. Customer must not (i) use Fynn outputs to develop, train, or improve any competing AI model [per Anthropic Commercial Terms passthrough]; (ii) rely on Fynn outputs as the sole basis for any material legal, tax, accounting, or financial decision without independent professional verification; or (iii) represent Fynn outputs as the advice of a CPA, attorney, fiduciary, or other regulated professional.

Enforcement

Wanabal may investigate suspected violations and may suspend or terminate Customer's or any Authorized User's access for any material or repeated violation (see "Suspension" and "Termination"). Customer should report suspected misuse or security issues to info@wanabal.com.

11. Confidentiality

In connection with the Services, each party (as "Discloser") may disclose Confidential Information to the other (as "Recipient"). The obligations in this Section are mutual and apply to Wanabal Corporation ("Wanabal") and Customer alike.

Definition

"Confidential Information" means non-public information disclosed by Discloser to Recipient that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. It includes business plans, technology and source code, pricing, security practices, and Customer Content. [per Stripe SSA confidentiality; Linear Terms confidentiality]

Exclusions

Confidential Information does not include information that Recipient can demonstrate: (a) is or becomes publicly known through no breach by Recipient; (b) was rightfully received from a third party without a duty of confidentiality; (c) was independently developed by Recipient without use of Discloser's Confidential Information; or (d) was already in Recipient's lawful possession before disclosure.

Use and Disclosure

Recipient will use Confidential Information solely to perform under these Terms or use the Services. Recipient will protect Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care. Recipient may disclose Confidential Information only to employees, contractors, and agents who need it for the permitted purpose and are bound by written confidentiality obligations no less protective than this Section. Recipient is responsible for any breach by its personnel.

Compelled Disclosure

Recipient may disclose Confidential Information to the extent legally compelled by subpoena, court order, or regulatory demand, provided that Recipient (where lawful) gives Discloser prompt notice and reasonable cooperation, at Discloser's expense, to seek a protective order. Recipient will disclose only the portion legally required.

Customer Content

Wanabal will treat Customer Content as Customer's Confidential Information regardless of marking. Customer's obligations regarding Wanabal's Confidential Information include preserving the security and intellectual-property protections of the Services, including Wanabal's software, technology, and non-public documentation.

Term and Remedies

Confidentiality obligations survive termination: for trade secrets, for so long as they remain trade secrets under applicable law; for all other Confidential Information, for at least five (5) years after the date of disclosure. The parties agree that monetary damages may be inadequate for breach of this Section and that the non-breaching party may seek injunctive or other equitable relief, without the requirement to post a bond, in addition to any other remedies. This Section is subject to the confidentiality and equitable-relief carve-outs in the Dispute Resolution section.

12. Intellectual Property

Wanabal Intellectual Property

Wanabal and its licensors own all right, title, and interest in and to the Services, including all software, code, algorithms, models, documentation, designs, look-and-feel, trademarks (including the WANABAL name and logo), service marks, trade names, and all related intellectual property rights. The Services are licensed, not sold. No license is granted by implication, estoppel, or otherwise, except as expressly set out in these Terms.

License to Customer

Subject to Customer's compliance with these Terms and payment of applicable Fees, Wanabal grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted under the White-Label and Partner Rights section), revocable license, during the term of the applicable Order, to access and use the Services solely for Customer's internal business purposes. Where Customer is a Partner authorized under the White-Label and Partner Rights section, the license additionally extends to the Partner uses expressly permitted by that section and the underlying Partner Agreement. All other uses are reserved.

Customer Content

As between the parties, Customer retains all right, title, and interest in and to Customer Content, subject to the licenses granted to Wanabal in the Customer Data and Ownership section. Wanabal claims no ownership of Customer Content.

Trademarks

Customer must not use Wanabal's name, logos, trademarks, service marks, or trade dress without Wanabal's prior written permission, except: (a) to factually identify that Customer uses the Services; and (b) as expressly permitted in a Partner Agreement. All third-party trademarks referenced in the Services are the property of their respective owners. Intuit and QuickBooks are registered trademarks of Intuit Inc. [per Intuit Trademark Policy]. Customer must not use any third-party trademark beyond what these Terms or the third party's own brand guidelines expressly permit.

Feedback

If Customer or any Authorized User submits suggestions, ideas, feature requests, bug reports, or other feedback regarding the Services ("Feedback"), Customer grants Wanabal a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit the Feedback, in whole or in part, for any purpose, without compensation, attribution, or accounting. Wanabal may incorporate Feedback into the Services or other products without restriction. Feedback is not Confidential Information of Customer, and Customer waives any moral rights in Feedback to the maximum extent permitted by law.

Open-Source Components

Portions of the Services may include open-source software. Applicable open-source licenses and attributions are listed in or referenced by the Documentation. To the extent any open-source license terms conflict with these Terms as to those components, the open-source terms control for those components only. All rights not expressly granted to Customer are reserved by Wanabal and its licensors.

13. No Consumer Reporting

The Services, and any data accessed or processed through the Services (including data obtained from Plaid, QuickBooks Online, Gemini Exchange, or any other Third-Party Service), are not intended to be used as a "consumer report" within the meaning of the United States Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"), or as a "consumer report," "credit report," or analogous record under any Canadian federal or provincial consumer-reporting statute (including the Quebec Act respecting personal information held by personal information agents and the Ontario Consumer Reporting Act). Wanabal is not a "consumer reporting agency" and does not act as a "furnisher" to any consumer reporting agency.

Customer must not use the Services, or any data accessed through them, in whole or in part, for any "permissible purpose" under FCRA § 604 or for any analogous purpose under Canadian law, including:

  • Determining a consumer's eligibility for credit, insurance, employment, housing, or government licenses or benefits, or any other purpose that would render Wanabal, Plaid, Intuit, or any other Third-Party Service provider a "consumer reporting agency" or "furnisher" under FCRA or analogous law;
  • Pre-screening of consumer credit or insurance offers;
  • Underwriting consumer financial products;
  • Tenant screening; or
  • Employment background checks or any other adverse-action determination affecting an individual.

Customer represents and warrants that it will not use the Services in any manner that, by reason of Customer's use, would cause Wanabal or any Third-Party Service provider to become subject to FCRA or to any analogous Canadian consumer-reporting law as a "consumer reporting agency," "furnisher," "credit reporting agent," or comparable regulated entity.

Customer will defend, indemnify, and hold harmless Wanabal and its Third-Party Service providers from and against any claim, loss, liability, or expense arising out of or relating to Customer's breach of this Section, in accordance with and subject to the procedures in the Section titled "Indemnification."

The restrictions in this Section apply in addition to, and not in lieu of, any other restrictions in these Terms or in the terms of any Third-Party Service. [per Intuit Developer ToS §11.8 and FCRA 15 U.S.C. § 1681]

14. Representations and Warranties

Each party makes the following representations and warranties as of the Effective Date and throughout the Term. Express disclaimers of all other warranties appear in the Disclaimers section, which immediately follows.

Mutual

Each party represents and warrants to the other that:

  • It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
  • It has the corporate (or equivalent organizational) authority to enter into and perform under these Terms; and
  • Its acceptance and performance of these Terms do not violate any Applicable Law or any other agreement to which it is a party.

By Wanabal

Wanabal Corporation represents and warrants that, during the Term:

  • Wanabal will provide the Services in a professional and workmanlike manner consistent with generally accepted industry practices for comparable B2B SaaS offerings;
  • Wanabal will use commercially reasonable efforts to maintain the security of Customer Content consistent with the practices described in the Privacy Policy and Wanabal's then-current security documentation; and
  • Wanabal will comply with Applicable Law in Wanabal's provision of the Services.

Customer's exclusive remedies for breach of this service warranty are set out in the Service Levels and Termination sections. These warranties do not extend to any third-party service, third-party content, or Fynn output, all of which are addressed in the Disclaimers section.

By Customer

Customer represents and warrants that:

  • Customer has all rights, consents, and authority necessary to provide Customer Content to the Services and to authorize Wanabal's processing of Customer Content as set out in these Terms and the Privacy Policy;
  • Customer Content does not infringe, misappropriate, or violate any third-party intellectual property right, contractual right, privacy right, or Applicable Law;
  • Customer's use of the Services complies with Applicable Law, including securities, banking, tax, sanctions, export-control, anti-money-laundering, anti-corruption, privacy, and consumer-protection laws;
  • Customer will not use the Services in violation of the Acceptable Use section; and
  • Customer is responsible for the accuracy and lawfulness of all data and instructions Customer provides to the Services, including data submitted to Fynn.

Sanctions and Export

Customer further represents and warrants that Customer is not, and is not owned or controlled (directly or indirectly) by, a person or entity that is the target of sanctions administered or enforced by the US Department of the Treasury's Office of Foreign Assets Control (OFAC), the Government of Canada, the European Union, the United Kingdom, or the United Nations Security Council, or that appears on any analogous restricted-, denied-, or sanctioned-party list. Customer is not located in, organized under the laws of, or ordinarily resident in any comprehensively-sanctioned jurisdiction, and will not access, use, or make the Services available in violation of any sanctions or export-control law [per Intuit Developer ToS §11.4].

15. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES set forth in the immediately preceding Representations and Warranties section, THE SERVICES AND ALL MATERIALS, OUTPUTS, AND CONTENT PROVIDED THROUGH THEM (INCLUDING ALL FYNN OUTPUTS) ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by Applicable Law, Wanabal, its affiliates, and its licensors and subprocessors disclaim all other warranties, whether express, implied, statutory, or otherwise, including the implied warranties of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, and QUIET ENJOYMENT, and any warranties arising from course of dealing or trade usage.

Wanabal does not warrant that the Services will be uninterrupted, secure, or error-free; that defects will be corrected; that the Services will meet Customer's requirements; or that the Services will produce any particular result.

In addition to the disclosures in the AI Features (Fynn) section, Wanabal makes no warranty as to the accuracy, completeness, or non-infringement of any Fynn output. Customer acknowledges that AI outputs may be incomplete, inaccurate, biased, or fabricated ("hallucinated"), and Wanabal makes no warranty that Fynn outputs are free of bias, hallucination, or error. Customer is solely responsible for reviewing and approving any Fynn output before relying on it or causing it to be saved, executed, filed, or otherwise acted upon.

As further described in the Third-Party Integrations section, Wanabal makes no warranty as to the availability, accuracy, security, or content of any Third-Party Service, including Plaid, QuickBooks Online (Intuit), Gemini Exchange, Anthropic, and OpenAI. Customer's use of any Third-Party Service is at Customer's own risk and is governed by that Third-Party Service's terms.

Nothing in the Services or any output (including any Fynn output, draft SLA, draft promissory note, tax computation, compliance reminder, or report) constitutes legal, tax, accounting, audit, financial, investment, or other professional advice. Wanabal is not a CPA firm, tax preparer, fiduciary, registered investment adviser, broker-dealer, or money transmitter. Customer must consult qualified professionals for advice specific to its situation before relying on any Service output.

Where the Quebec Consumer Protection Act or other Applicable Law of the Province of Quebec governs Customer's use of the Services, the disclaimers in this section apply only to the maximum extent permitted by that law. [per Quebec Consumer Protection Act] Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the exclusions in this section apply to the maximum extent permitted by Applicable Law.

16. Indemnification

By Wanabal — Intellectual Property

Wanabal will defend Customer against any third-party claim alleging that Customer's authorized use of the Services in accordance with these Terms infringes a United States or Canadian patent, copyright, or registered trademark, or misappropriates a trade secret of a third party (an "IP Claim"), and will pay damages and reasonable attorneys' fees finally awarded against Customer (or settlement amounts agreed by Wanabal in writing) with respect to an IP Claim.

Wanabal has no obligation under this subsection to the extent the IP Claim arises from: (a) Customer Content; (b) Customer's modifications to the Services or combination of the Services with products, services, or data not authorized by Wanabal in writing; (c) use of the Services in violation of these Terms or the Documentation; (d) use of a non-current version of the Services where the claim would have been avoided by the then-current version; or (e) any Third-Party Service, including Intuit, Plaid, or Gemini.

If the Services become, or in Wanabal's reasonable opinion are likely to become, the subject of an IP Claim, Wanabal may, at its option and expense: (a) procure the right for Customer to continue using the affected Services; (b) modify or replace them to be non-infringing while maintaining substantially equivalent functionality; or (c) terminate the affected portion and refund any prepaid, unused fees attributable to it. This subsection states Customer's sole and exclusive remedy, and Wanabal's sole liability, for any IP infringement claim relating to the Services.

By Wanabal — Fynn Output

In addition to the IP indemnity above, Wanabal will defend Customer against any third-party claim alleging that the textual outputs generated by Fynn and delivered through the Services infringe a third-party United States or Canadian copyright (a "Fynn Output Claim"), and will pay damages and reasonable attorneys' fees finally awarded against Customer (or settlement amounts agreed by Wanabal in writing). [per Microsoft Customer Copyright Commitment pattern]

Wanabal's obligations under this Fynn Output Indemnity are conditional on Customer:

  • using Fynn through the Services as intended, without API abuse and without attempting to "jailbreak" or circumvent use restrictions;
  • not modifying, disabling, or attempting to bypass any safety system or guardrail in or around Fynn;
  • having all necessary rights and consents in all inputs submitted to Fynn;
  • not knowingly using Fynn outputs Customer reasonably should know are infringing; and
  • promptly notifying Wanabal and cooperating in the defense per the Procedure subsection.

The Fynn Output Indemnity excludes: (a) trademark and patent claims; and (b) claims arising from Fynn outputs combined or modified with content not generated by Fynn, to the extent the claim would have been avoided absent that combination or modification. Wanabal's aggregate liability under the Fynn Output Indemnity is capped by the Limitation of Liability section; it is not uncapped. [per Microsoft Customer Copyright Commitment pattern]

By Customer

Customer will defend Wanabal Corporation and its affiliates, and their respective officers, directors, employees, and agents (the "Wanabal Indemnitees") against any third-party claim arising from or related to:

  • Customer Content, including any claim that Customer Content infringes third-party rights or violates Applicable Law;
  • Customer's or any Authorized User's use of the Services in violation of these Terms, including the Acceptable Use, No Consumer Reporting, or AI Features (Fynn) sections, or in violation of Applicable Law;
  • Customer's or any Authorized User's use of any Third-Party Service in violation of that Third-Party Service's terms, including Intuit, Plaid, and Gemini;
  • if Customer is a Partner under the White-Label section, Customer's representations or commitments to its End Customers; and
  • any breach by Customer of its representations and warranties under these Terms.

Customer will pay damages and reasonable attorneys' fees finally awarded against the Wanabal Indemnitees, or settlement amounts agreed by Customer in writing.

Procedure

The defense and indemnity obligations above are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim, with delay relieving the indemnifying party only to the extent of actual prejudice; (b) giving the indemnifying party sole control of the defense and settlement, provided that any settlement requiring an admission of liability or any payment or non-monetary obligation by the indemnified party requires its prior written consent, not to be unreasonably withheld; and (c) providing reasonable cooperation at the indemnifying party's expense. The indemnified party may participate at its own expense with counsel of its choice.

17. Limitation of Liability

Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Wanabal's total aggregate liability arising out of or related to these Terms or the Services, regardless of the form of action (whether contract, tort, strict liability, statute, or otherwise), WILL NOT EXCEED THE GREATER OF: (a) the fees paid by Customer to Wanabal in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred US dollars (US $100). Multiple claims do not enlarge this cap. [per Section 6 of the Wanabal Legal Briefing]

Exclusion of Indirect Damages

IN NO EVENT will either party be liable for any INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, or PUNITIVE damages, or for LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, COST OF SUBSTITUTE GOODS OR SERVICES, or BUSINESS INTERRUPTION, in each case arising out of or related to these Terms or the Services, even if advised of the possibility and even if any limited remedy is found to have failed of its essential purpose.

Carve-Outs

The cap and the exclusions above DO NOT APPLY TO:

  • Customer's payment obligations to Wanabal;
  • Customer's breach of the Acceptable Use, No Consumer Reporting / FCRA, or AI Features sections, or Customer's violations of Applicable Law that result in liability to Wanabal;
  • Either party's indemnification obligations as expressly set out in the Indemnification section, except that Wanabal's "Fynn Output Indemnity" IS subject to the cap in "Cap on Direct Damages";
  • Either party's gross negligence, willful misconduct, fraud, or intentional misrepresentation;
  • Either party's breach of confidentiality; and
  • Customer's misappropriation or infringement of Wanabal's intellectual property.

The exclusion of indirect damages continues to apply to the carve-outs above to the extent permitted by Applicable Law, except for amounts a party owes a third party under an indemnified claim.

Allocation of Risk

Customer acknowledges that the fees reflect the allocation of risk in these Terms, that Wanabal would not enter into these Terms without these limitations and disclaimers, and that they form a fundamental basis of the bargain.

Quebec and Mandatory Consumer-Protection Carve-In

To the extent applicable consumer-protection law (including, where applicable, the Quebec Consumer Protection Act, CQLR c P-40.1) prohibits or restricts any specific limitation in this section, that limitation applies only to the maximum extent permitted by that law, and the remainder of this section continues in full force and effect. [per Section 5 (Quebec carve-in) of the Wanabal Legal Briefing]

Time Limitation

Except for claims relating to a party's payment obligations or to infringement or misappropriation of the other party's intellectual property, any claim arising out of or related to these Terms must be brought within ONE (1) YEAR after the cause of action accrues, or it is permanently barred. This time limitation does not apply to the extent Applicable Law prohibits a contractual shortening of the limitations period.

18. Term and Termination

Term

These Terms begin on the Effective Date and continue while Customer has an active account or until terminated as set out in this section. Each subscription has the term set out in the applicable Order Form or, for self-serve plans, the term selected at sign-up. Subscriptions auto-renew as described in the Fees and Payment section unless canceled in accordance with this section.

Termination by Customer

For convenience. Customer may cancel a self-serve subscription at any time, effective at the end of the then-current billing period. Except where required by Applicable Law, fees paid for the remainder of the term are non-refundable. Customer may terminate an Order Form-based subscription only as set out in the Order Form (typically with prior notice, effective at the end of the then-current term).

For cause. Customer may terminate immediately upon written notice if Wanabal (a) materially breaches these Terms and fails to cure within 30 days after written notice describing the breach, (b) becomes insolvent, makes a general assignment for the benefit of creditors, or files for bankruptcy, or (c) ceases business operations.

Termination by Wanabal

For convenience. Wanabal may discontinue a self-serve plan on at least 30 days' prior notice. Wanabal will not terminate an Order Form-based subscription for convenience mid-term except as expressly permitted in the Order Form.

For cause. Wanabal may terminate immediately upon written notice if Customer (a) materially breaches these Terms and fails to cure within 30 days after written notice, (b) becomes insolvent, makes a general assignment for the benefit of creditors, or files for bankruptcy, or (c) ceases business operations.

For safety, legal, or third-party-service reasons. Wanabal may suspend or terminate the Services immediately on notice if (i) Customer's continued use poses a security, legal, regulatory, or fraud risk, (ii) Customer's use materially impairs other customers, (iii) suspension or termination is required by Applicable Law, or (iv) a Third-Party Service provider directs Wanabal to cease processing Customer's data through that provider, including Intuit's right to direct Wanabal to cease processing Customer's QuickBooks Online data [per Intuit Developer ToS Exhibit A §4.4].

Effect of Termination

Upon termination or expiration, Customer's right to access and use the Services ends, and any outstanding fees become immediately due and payable.

Customer Data on Termination

Export window. For 30 days after termination (the "Export Window"), Wanabal will allow Customer to export Customer Content using the Services' export tooling. Customer is responsible for completing all desired exports within the Export Window.

Deletion and residual retention. After the Export Window, Wanabal will delete or anonymize Customer Content within a reasonable period (typically 60 days), subject to retention required by Applicable Law (for example, books-and-records or tax-record retention) or for legitimate ongoing business purposes (for example, backups overwritten in normal cycles and log retention for security purposes). These residual retention periods are described in the Privacy Policy.

QuickBooks Online data. Upon Customer's disconnect of the QBO integration or termination of these Terms, Wanabal will cease pulling new data from QBO and will delete or anonymize QBO-derived data in accordance with the Privacy Policy and the QuickBooks Online Integration section of the EULA [per Intuit Developer ToS Exhibit A §4.4].

Plaid-linked bank data. For bank data linked through Plaid, Customer may also disconnect via my.plaid.com and request data deletion directly through Plaid.

Survival

Any provision that by its nature should survive termination will survive, including: Definitions; Customer Data and Ownership (with respect to ownership); Intellectual Property; Confidentiality; No Consumer Reporting; Disclaimers; Indemnification; Limitation of Liability; Governing Law and Dispute Resolution; and General.

19. Suspension

Wanabal may suspend Customer's or any Authorized User's access to all or part of the Services, in whole or in part. Wanabal will provide notice of suspension where reasonably practicable, either before or promptly after suspension, depending on the circumstances.

Wanabal may suspend access if:

  • Customer fails to pay any undisputed amount when due, and the failure continues for ten (10) days after Wanabal provides written notice of nonpayment;
  • Wanabal reasonably believes Customer or an Authorized User has violated the Acceptable Use section, the No Consumer Reporting section, the AI Features (Fynn) restrictions, or Applicable Law;
  • Customer's use of the Services poses a security, fraud, or system-stability risk to Wanabal, other customers, or any Third-Party Service;
  • A Third-Party Service provider (including Intuit, Plaid, or Gemini) directs Wanabal to suspend, restrict, or terminate Customer's access to data from that Third-Party Service [per Intuit Developer ToS Exhibit A §4.4];
  • Suspension is required by Applicable Law, court order, regulator, or law-enforcement request; or
  • Wanabal has a reasonable suspicion that Customer's account credentials have been compromised.

Suspension does not relieve Customer of its payment obligations for the Services, except where the suspension results from Wanabal's uncured material breach. Wanabal will use commercially reasonable efforts to limit any suspension to the minimum scope and shortest duration reasonably necessary to address the underlying issue, and will restore access promptly once the basis for suspension is resolved. For suspensions based on nonpayment, restoration of access is conditioned on Customer's payment of all overdue amounts plus any applicable late fees.

Wanabal is not liable for any loss or damage arising from a suspension exercised in good faith under this section. Repeated or unresolved suspensions may lead to termination as set forth in the Term and Termination section. For Customers that are Partners, suspension of the Partner's account under this section suspends all End Customer access provisioned through that Partner, as further described in the White-Label and Partner Rights section.

20. Governing Law and Dispute Resolution

Please read this Section 20 carefully. It requires most disputes to be resolved through individual, binding arbitration and waives the right to participate in class, collective, mass, or representative proceedings, except as expressly provided below. Customer has a 30-day right to opt out, as described below.

Governing Law

These Terms, and any dispute, claim, or controversy arising out of or related to these Terms or the Services (whether sounding in contract, tort, statute, or otherwise), are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal Resolution

Before initiating arbitration or court proceedings, the parties will use good-faith efforts to resolve any dispute through informal negotiations for at least 30 days after written notice describing the dispute and a proposed resolution. Customer must send any such notice to info@wanabal.com; Wanabal will send any such notice to the primary administrative contact on Customer's account. Completion of this 30-day period is a condition precedent to commencing arbitration or, where permitted, litigation.

Binding Arbitration

Any dispute not resolved through informal negotiations will be resolved exclusively by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect (or, at the parties' written agreement, the American Arbitration Association under its Commercial Arbitration Rules) [per JAMS Comprehensive Arbitration Rules and Procedures]. The arbitration will be conducted by one arbitrator (or three for any dispute exceeding US$1,000,000 in claimed damages) experienced in commercial software and SaaS disputes. The seat of arbitration is Wilmington, Delaware, USA; hearings may be conducted virtually unless either party requests an in-person hearing in Wilmington. The arbitrator will apply Delaware law (other than its conflict-of-laws rules) to the merits. The arbitrator's award will be final and binding, and judgment may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs unless the arbitrator awards fees and costs as permitted under Applicable Law.

Carve-Outs

Notwithstanding the agreement to arbitrate, either party may, without violating the arbitration provision: (a) seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, or to enforce its rights under the No Consumer Reporting section; (b) bring qualifying claims in small-claims court on an individual (non-class) basis; and (c) at Wanabal's election, pursue Customer's payment obligations in any court of competent jurisdiction.

Class-Action and Mass-Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the parties agree that any dispute will be resolved on an INDIVIDUAL BASIS only. Customer waives any right to participate as a plaintiff or class member in any class, collective, consolidated, or representative action, and waives any right to coordinate with other claimants in mass arbitration. The arbitrator may not consolidate the claims of more than one Customer and may not preside over any form of representative proceeding. If a court or arbitrator determines that this waiver is unenforceable as to a particular claim or party, the entire arbitration provision in this Section 20 is severable as to that claim or party only, but remains in full force and effect for all other claims and parties.

30-Day Opt-Out

A Customer may opt out of the arbitration provision and the class-action and mass-action waiver by sending written notice to info@wanabal.com within 30 days after first acceptance of these Terms. The notice must include the Customer's account name, contact information for the individual submitting the notice, and a clear statement of the Customer's intent to opt out of arbitration. A timely and complete opt-out excludes the Customer from the arbitration provision and the class-action and mass-action waiver but does not affect any other provision of these Terms. After the 30-day window closes, this provision is binding on Customer.

Quebec

To the extent the arbitration provision or the class-action and mass-action waiver is unenforceable under Quebec law (including the Quebec Consumer Protection Act, CQLR c. P-40.1, §11.1) as applied to a particular Customer or claim, that provision applies only to the maximum extent permitted under Quebec law for that Customer or claim, and the remainder of this Section 20 continues in full force and effect for all other Customers and claims [per Quebec CPA P-40.1 §11.1]. The Services are provided for business purposes only, and Customers are presumed to act in a business capacity.

Court Venue

For any dispute carved out of arbitration, or that a court determines is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection to the exercise of jurisdiction or venue in those courts (including any objection based on forum non conveniens).

Federal Arbitration Act

The parties acknowledge that these Terms evidence a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of the arbitration provision in this Section 20.

21. Force Majeure

Except for payment obligations, neither party will be liable for any failure or delay in performance under these Terms to the extent the failure or delay is caused by events beyond that party's reasonable control ("Force Majeure Events"). Force Majeure Events include acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government action, embargoes, sanctions, labor disputes, internet or telecommunications failures, denial-of-service or other malicious cyberattacks, failures of Third-Party Services or hosting providers (including Render, Neon, AWS, and Supabase), and failures or material degradation of upstream large language model providers (including Anthropic and OpenAI). The affected party will notify the other party as soon as reasonably practicable and will use commercially reasonable efforts to mitigate the impact and resume performance promptly. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected portion of the Services on written notice; in that event, Customer's sole remedy is a pro-rata refund of prepaid, unused fees attributable to the affected portion. Customer's payment obligations for Services already provided are not excused by any Force Majeure Event. [per Stripe SSA force majeure; Linear Terms force majeure]

22. Notices

Notices to Customer

Wanabal may give Customer notice by: (a) email to the address on Customer's account; (b) in-product notice within the Services; or (c) posting on Wanabal's website or legal pages. Email and in-product notices are deemed received on the day sent; website postings are deemed received one business day after posting. Customer must keep its account contact information current and accurate, and Wanabal is not responsible for non-receipt or delay caused by outdated or inactive Customer contact information.

Notices to Wanabal

Customer must give Wanabal notice by email to info@wanabal.com, with a courtesy copy by certified mail (return receipt requested) or recognized overnight courier to: Wanabal Corporation, 131 Continental Dr Suite 305, Newark, DE 19713, Attn: Legal Department. Notices to Wanabal are deemed received upon delivery confirmation.

For legal notices, including notices of breach, termination, indemnification claims, and arbitration demands [per Section 20 (Arbitration)], email to info@wanabal.com alone is sufficient and binding to satisfy Customer's notice obligation. Wanabal additionally requests parallel delivery by certified mail or overnight courier for evidentiary purposes, but failure to send the hard copy will not invalidate an otherwise compliant email notice.

Specialized Contacts

  • Privacy: info@wanabal.com for data subject requests, privacy questions, and correspondence with Wanabal's Quebec Privacy Officer [per Quebec Law 25].
  • Security: info@wanabal.com for security incident reports and good-faith vulnerability disclosures.
  • DMCA / Copyright: Notices and counter-notices must follow the DMCA process in the EULA and be sent to Wanabal's designated DMCA agent at info@wanabal.com, with a courtesy copy by mail to Wanabal Corporation, Attn: DMCA Designated Agent, 131 Continental Dr Suite 305, Newark, DE 19713.

Wanabal may update any address in this Section 22 by notice given under this Section.

23. Sanctions and Export Compliance

The Services are provided from the United States and depend on upstream providers that impose sanctions and export-control restrictions on downstream use. Compliance with this section is a condition of access.

Customer representations

Customer represents and warrants that Customer, each Authorized User, and each beneficial owner of 50% or more of Customer is not:

(a) on the U.S. Treasury OFAC Specially Designated Nationals List, the OFAC Consolidated Sanctions List, or any analogous Canadian, EU, UK, or UN sanctions or restricted-party list;

(b) located in, organized under the laws of, ordinarily resident in, or accessing the Services from a comprehensively sanctioned jurisdiction, currently including Cuba, Iran, North Korea, Syria, Russia (subject to applicable scope), Belarus (subject to applicable scope), and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine; or

(c) otherwise prohibited by Applicable Law from receiving the Services.

Export controls

Customer must not use, export, re-export, or transfer the Services or any data accessed through them in violation of the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, Canadian export-control and sanctions laws, or any other applicable export-control or sanctions law. Customer must not provide access to, or share data from, the Services with any person or entity that would be prohibited under this section.

Continuing representation

The representations in this section are continuing and are deemed repeated each time the Services are accessed. Customer must promptly notify Wanabal in writing of any change that would render any representation inaccurate.

Passthrough and enforcement

This section flows down requirements imposed on Wanabal by its upstream providers, including Intuit [per Intuit Developer ToS §11.4], Anthropic (Commercial Terms), and OpenAI (Business Terms). Any breach is a material breach of these Terms. Wanabal may suspend or terminate access immediately and without notice upon any actual or suspected breach, as described in the "Suspension" and "Term and Termination" sections.

24. General

Entire agreement

These Terms, together with any executed Order Form, the Privacy Policy, the End User License Agreement (the "EULA"), and any other policy, exhibit, or addendum incorporated by reference, constitute the entire agreement between Customer and Wanabal Corporation ("Wanabal") regarding the Services and supersede all prior or contemporaneous agreements, proposals, communications, or understandings on the subject, whether written or oral. No terms in any Customer purchase order, vendor onboarding form, or similar document apply, even if signed or acknowledged by Wanabal.

Order of precedence

If there is a conflict between the documents that make up the agreement, the following order of precedence controls, from highest to lowest: (1) an executed Order Form; (2) the EULA, for matters relating to the software license; (3) these Terms; (4) the Privacy Policy, for matters relating to privacy and personal information; and (5) the Documentation. A document later in this list controls only on the subject matter expressly assigned to it above.

Amendments

Wanabal may modify these Terms in the manner described in the Acceptance section, including by posting an updated version with a new effective date. Order Forms may be modified only by a writing signed by both parties. No purchase order, click-through, or course of dealing modifies an Order Form.

Assignment

Customer may not assign, delegate, or otherwise transfer these Terms or any rights or obligations under them, whether by operation of law, change of control, merger, or otherwise, without Wanabal's prior written consent. Wanabal may assign these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or to an affiliate, on notice to Customer. Any attempted assignment in violation of this section is void. Subject to the foregoing, these Terms bind and benefit the parties and their permitted successors and assigns.

No waiver

A failure or delay by either party in exercising a right under these Terms is not a waiver of that right. Any waiver must be in a writing signed by an authorized representative of the waiving party and applies only to the specific right and circumstance identified.

Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect. The unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

No partnership or agency

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.

Third-party beneficiaries

Except as expressly stated in these Terms (for example, the Wanabal Indemnitees identified in the Indemnification section), there are no third-party beneficiaries of these Terms. For the avoidance of doubt, Intuit Inc. is not a third-party beneficiary of these Terms and has no rights or obligations under them. Terms specific to Intuit and QuickBooks Online, including provisions in which Intuit is an intended third-party beneficiary, appear in the EULA [per Intuit Developer ToS Exhibit A §4.5].

US Government use

If Customer is an agency, instrumentality, or department of the US Government, the Services and Documentation are "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and are licensed to the US Government only with those rights expressly granted to all other customers under these Terms [per FAR 12.212; DFARS 227.7202].

Headings

Headings and section titles are for convenience of reference only and do not affect the interpretation of these Terms.

Language

These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls in the event of any inconsistency. The parties expressly request that these Terms and all related documents be drafted in English. Les parties demandent expressément que ces Conditions et tous les documents connexes soient rédigés en anglais. [per Quebec Charter of the French Language; B2B recital]

Counterparts and electronic signatures

Order Forms and other documents executed under these Terms may be signed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by electronic means (including DocuSign or similar e-signature platforms, PDF, or other recognized electronic signature method) have the same effect as original signatures.

Construction of "including"

The words "include," "includes," and "including" mean "including without limitation" and are not words of limitation.

Survival

The provisions identified as surviving in the Termination section survive expiration or termination of these Terms in accordance with their terms.

25. Contact

Wanabal Corporation is a Delaware C-Corporation. You can reach Wanabal at the addresses below. Customers and prospective customers are welcome to contact us with questions about these Terms; we are happy to walk through anything that is unclear.

Mailing address:
Wanabal Corporation
131 Continental Dr Suite 305
Newark, DE 19713
United States

Email contacts:

  • General legal and contract questions: info@wanabal.com
  • Privacy and Privacy Officer (Chief Executive Officer): info@wanabal.com
  • Security and vulnerability disclosure: info@wanabal.com
  • Customer support: info@wanabal.com
  • Billing and subscription questions: info@wanabal.com

The contacts above are for routine correspondence. Notices that are required to be given for legal purposes under these Terms (including notices of breach, termination, indemnification claims, and disputes) must be delivered in accordance with the Notices section of these Terms, which controls the form, address, and effective date of any such legal notice.

Wanabal.
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