These CFO Services Terms ("CFO Terms") govern your use of the CFO Services and apply in addition to the Subscription Agreement. If there is a direct conflict between these CFO Terms and the Subscription Agreement, these CFO Terms shall control. Terms used but not defined in these CFO Terms have the meanings given to them in the Subscription Agreement.
1. CFO Services
The CFO Services we provide you are as set forth in your Order Form and may include monthly recurring consulting services, financial models, annual budgeting, scenario planning, and financial materials for equity financing or other requirements (collectively, "CFO Services"). These CFO Services, including any related communications, are not a substitute for legal, regulatory, tax, real estate, or accounting advice. We are not a public accounting firm and do not act as your fiduciary, agent, broker, or investment advisor.
CFO Services do not include and should not be relied upon for:
- accounting, tax advice, or tax return preparation,
- legal or regulatory guidance concerning your business practices or compliance with applicable laws, or
- any advice outside the scope of financial consulting services.
For assistance in these areas, you should seek advice from qualified professionals.
We are not responsible for preparing, filing, or ensuring compliance with any notices, applications, or legal documents required under applicable laws or regulations.
2. CFO Services Provided as an Independent Contractor
We provide CFO Services to you as an independent contractor and not as your employee, agent, partner, or joint venture. Function and our Service Providers and contractors are independent consultants and do not owe fiduciary duties to you or your business.
As such, you agree not to refer to or treat our employees, contractors, or Service Providers as your "CFO" or "Chief Financial Officer" to any third party.
In providing CFO Services, we operate under the direction of your management. While we may offer recommendations, your management retains sole responsibility for business decisions and outcomes. All deliverables are intended solely for internal use by your management and are not intended to be relied upon by third parties.
3. Limited Warranty
We will perform the CFO Services in accordance with the terms in the Order Form and the Subscription Agreement.
Our sole and exclusive liability and your sole and exclusive remedy for breach of this warranty is:
- to cure the breach within 30 days after your written notice of such breach, or
- in the event we cannot cure the breach, we may elect to refund you the amount you paid for the nonconforming CFO Services.
These remedies are only available if you provide written notice within 7 days after acceptance of the CFO Services or Deliverables.
4. Proprietary Rights
Unless otherwise agreed in writing, and subject to Section 7.2 of the Subscription Agreement, you will own all rights, title, and interest (including intellectual property rights) in any Deliverables we provide as part of the CFO Services upon full payment for those Deliverables.
Deliverables are considered works made for hire to the extent permitted by law, and we assign all necessary rights to you to ensure ownership.
"Deliverables" refer to any work product created by us specifically for you (as described in the Order Form) and delivered to you during the performance of the CFO Services. Deliverables do not include Materials. To the extent that our Technology and/or Materials are incorporated into Deliverables, we grant you a non-exclusive license to use them internally and solely as part of the Deliverable.
