User Agreement

ROCO FINANCE AI – MASTER USER AGREEMENT

Last Updated: December 15, 2025

THIS MASTER USER AGREEMENT (“Agreement”) is entered into by and between Roco Finance AI, Inc., a Delaware corporation (“Roco”, “We”, “Us”, or “Our”), and the entity or individual (“Customer”, “User”, or “You”) accessing or using the Roco Finance AI application, website, and related services (collectively, the “Service”).

BY CLICKING “I ACCEPT,” REGISTERING FOR AN ACCOUNT, OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ACKNOWLEDGE OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

1. DEFINITIONS

“Account Data” means all electronic data, materials, and information, including financial transaction data from QuickBooks Online, submitted by or for Customer to the Service.
“AI Agent” means the proprietary artificial intelligence algorithms, machine learning models, and automated logic agents used by Roco to analyze Account Data and generate Output.
“Aggregated Statistics” means data and information related to Customer’s use of the Service that is used by Roco in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service.
“Intuit Platform” means the QuickBooks Online service and related application programming interfaces (APIs) provided by Intuit Inc.
“Output” means the cash flow forecasts, reports, text suggestions, and visualizations generated by the Service.

2. ACCESS AND USE OF SERVICE

2.1 Provision of Access. Subject to the terms and conditions of this Agreement, Roco grants You a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for Your internal business purposes during the Subscription Term.

2.2 Integration with QuickBooks Online.

(a) Authorization. You explicitly authorize Roco to access Your QuickBooks Online account via the Intuit Platform API to retrieve, read, and analyze Account Data on a continuous basis. You represent that You have the requisite authority to grant such access.
(b) Intuit Terms Prevail. You acknowledge that Your use of the Intuit Platform is governed by the Intuit Terms of Service. In the event of a conflict between this Agreement and the Intuit Terms regarding Your use of QuickBooks Online, the Intuit Terms shall control.
(c) Platform Dependency. You acknowledge that the Service is dependent on the continued availability of the Intuit Platform and its APIs. Roco shall not be liable for any interruption, degradation, or cessation of the Service caused by Intuit’s modification, deprecation, or termination of its APIs or platform access.

2.3 Restrictions. You shall not, and shall not permit any third party to:

(a) Reverse engineer, decompile, disassemble, or decode the Service or the AI Agent;
(b) Use the Service to build a competitive product or service;
(c) Use the Service for any purpose related to the "consumer reporting" activities defined under the Fair Credit Reporting Act (FCRA), including usage for credit, employment, or insurance eligibility determinations;
(d) Engage in any form of "prompt injection" or adversarial attack designed to manipulate the AI Agent’s outputs or extract its underlying training data.

3. INTELLECTUAL PROPERTY AND DATA RIGHTS

3.1 Reservation of Rights. Roco and its licensors retain all right, title, and interest in and to the Service, the AI Agent, the Documentation, and all related intellectual property, including any improvements, modifications, or derivative works thereof.

3.2 Customer Data. As between Roco and You, You retain all right, title, and interest in and to the Account Data. You grant Roco a worldwide, royalty-free, limited license to access, process, host, copy, and display Account Data:

(a) To provide the Service and generate Output;
(b) To improve and train the AI Agent and Roco’s machine learning models, provided that such data is converted into Aggregated Statistics; and
(c) To comply with legal obligations.

3.3 Aggregated Statistics and AI Training. You acknowledge that Roco may compile Aggregated Statistics based on Account Data. You agree that Roco may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, including for the training of artificial intelligence models. Roco retains all intellectual property rights in Aggregated Statistics. Your rights to opt-out of certain data processing activities related to profiling are described in our Privacy Policy.

4. AI DISCLAIMERS AND NATURE OF FORECASTING

4.1 Probabilistic Nature of AI. You acknowledge that the Service utilizes artificial intelligence and machine learning technologies which are probabilistic in nature. The AI Agent may generate Output that is inaccurate, incomplete, or "hallucinated" (factually incorrect but plausible-sounding).

(a) No Guarantee. Roco makes no representation or warranty that the Output will be accurate, error-free, or reliable. The Service is a tool to assist in Your decision-making, not a substitute for Your judgment.
(b) User Verification. You agree to independently verify all Output, including cash flow forecasts and financial suggestions, before taking any action or relying on such information.

4.2 Forward-Looking Statements. The Output may contain financial projections and predictive scenarios. These are "forward-looking statements" based on assumptions and historical data that may not materialize. Actual results may differ materially from the Output due to market volatility, data incompleteness, or unforeseen economic factors. Roco assumes no obligation to update any forecast to reflect events occurring after the forecast is generated.

4.3 No Financial or Professional Advice.

(a) Informational Purposes Only. The Service is provided for informational and planning purposes only. It does not constitute legal, financial, accounting, tax, or investment advice.
(b) No Fiduciary Duty. Your use of the Service does not create a fiduciary, attorney-client, or CPA-client relationship between You and Roco.

5. PRIVACY AND SECURITY

5.1 Privacy Policy. You acknowledge and agree that Roco’s collection, use, and disclosure of Your personal information and Account Data are governed by the Roco Finance AI Privacy Policy, which is incorporated into this Agreement by reference.

5.2 Intuit Data Stewardship. Roco adheres to the Intuit Data Stewardship Principles. We will not sell Your Account Data to third parties. We will only use Your Account Data to provide the Service, improve our products, and as otherwise described in our Privacy Policy.

6. FEES AND PAYMENT

6.1 Subscription Fees. Fees are described on the Roco website and are subject to change upon notice.

6.2 Payment. You authorize Roco to charge Your designated payment method. All fees are non-refundable.

7. CONFIDENTIALITY

7.1 Obligations. Each party agrees to protect the other’s Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Account Data is Your Confidential Information. The underlying logic, code, and training weights of the AI Agent are Roco’s Confidential Information.

8. WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROCO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ROCO SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT THE OUTPUT (INCLUDING CASH FLOW FORECASTS) WILL BE ACCURATE OR RELIABLE.

9. INDEMNIFICATION & LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. IN NO EVENT WILL ROCO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ROCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. ROCO’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO ROCO FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflict of law principles.

10.2 Mandatory Arbitration. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The place of arbitration shall be Wilmington, Delaware.

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

11. GENERAL PROVISIONS

11.1 Force Majeure. Roco shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, internet outages, or failures of the Intuit Platform.

11.2 Modifications. Roco may modify this Agreement at any time by posting a revised version. Continued use of the Service constitutes acceptance.

Roco Finance AI, Inc.

8 The Green, Ste A, Dover, DE 19901

Email: privacy@rocofinance.ai