These Terms and Conditions (the "Agreement") govern access to and use of the Budgetvsactual.app software and related services (collectively, the "Software") provided by 2.0 Group LLC, doing business as Budgetvsactual.app, including any successor entity or successor d/b/a ("Licensor," "we," "us," or "our"). The individual or entity subscribing to or using the Software is the "Licensee" ("you" or "your").
By creating an account, subscribing, paying the subscription fee, or otherwise accessing or using the Software, Licensee acknowledges that it has read, understood, and agrees to be bound by this Agreement. If you do not agree, do not access or use the Software.
1.1 Licensee acknowledges and accepts that this is a paid pilot version of the Software, offered at a discounted price. Certain features and functions are marked "coming soon" and are not operational. Such features may be added, modified, delayed, or withdrawn at Licensor's sole discretion, and Licensee's subscription and pricing are not contingent on the delivery, timing, or functionality of any "coming soon" feature.
1.2 The Software is provided on a developmental, pilot basis. Licensee accepts the Software in its current state, with all of its limitations, as further described in Section 9 (Disclaimers).
2.1 Grant. Subject to Licensee's compliance with this Agreement and payment of all applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely during the active paid subscription period for which fees have been paid.
2.2 No Other Rights. The license confers only the right to use the Software during the paid term. It confers no right, title, or interest in or to: (a) the source code of the Software; (b) any formulas, calculation logic, models, or formulaic representations of financial projections used by or underlying the Software; or (c) any other intellectual property of Licensor.
2.3 Restrictions. Licensee shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, formulas, or calculation logic of the Software, except to the extent such restriction is prohibited by applicable law; (c) rent, lease, lend, sell, sublicense, distribute, or otherwise make the Software available to any third party; (d) remove or alter any proprietary notices; or (e) use the Software in violation of any applicable law.
2.4 Reservation of Rights. All rights not expressly granted to Licensee are reserved by Licensor. The Software is licensed, not sold.
2.5 Authorized Users; Seats. The subscription includes access for up to three (3) named individual users, each with their own login credentials. Additional named users are forty-nine United States dollars ($49) per user per month, added to the Subscription Fee and billed on the same monthly cycle under Section 3. Login credentials are personal to the individual named user and shall not be shared; two or more individuals shall not access the Software through a single login. Each Authorized User must be an employee, officer, or director of Licensee, or a contractor performing services for Licensee under written confidentiality obligations no less protective than this Agreement. Licensee is responsible for the acts and omissions of its Authorized Users as if they were Licensee’s own. Where Licensee shares a company model with another person under Section 8.5(b), that person must hold their own Authorized User license under this Section.
3.1 Subscription Fee. The fee for the Software is one hundred ninety-nine United States dollars ($199) per month, unless a different rate is stated in a written order form or written offer accepted by both parties, in which case that rate applies for the period stated there.
3.2 Month-to-Month Term; Automatic Renewal. The subscription is month-to-month. Licensee's payment method is charged on the subscription start date and automatically on the same day of each following month until cancelled. Each charge renews the subscription for one (1) additional month. Licensee authorizes Licensor to store Licensee's payment method and to charge it on this recurring basis.
3.3 Cancellation. Licensee may cancel at any time by written notice to subscriptions@budgetvsactual.app. Cancellation takes effect at the end of the then-current paid month; Licensee retains access to the Software through that date and is not charged again. Licensor may cancel or suspend the subscription on thirty (30) days' written notice, or immediately for non-payment or breach.
3.4 No Refunds; No Proration. All fees are non-refundable and are not prorated for partial months, including where Licensee cancels mid-month or does not use the Software.
3.5 Price Changes. Licensor may change the Subscription Fee upon thirty (30) days' written notice to Licensee, effective at the beginning of the next monthly billing period following that notice. Licensee's sole remedy is to cancel under Section 3.3 before the new rate takes effect. Any promotional or pilot rate stated in an order form applies only for the period stated there, after which the then-current standard rate applies on notice under this Section.
3.6 Taxes; Failed Payment. Fees are stated in U.S. dollars and are exclusive of taxes, which are the responsibility of Licensee. Payment is processed by a third-party payment processor. If a charge fails, Licensor may retry the charge and may suspend access until the balance is paid.
3.7 Data on Cancellation. Following cancellation or termination, Licensor may suspend or terminate access, including loss of Licensee Data (see Section 12.3). Licensee is responsible for exporting its data before its final paid month ends.
4.1 Scope of Support. Customer service is limited to onboarding assistance, provided by Licensor by telephone, video, or email at Licensor's discretion, up to a maximum of one (1) hour, provided on a one-time basis at or near the start of the subscription. Such time is clocked and timed by Licensor, and Licensor's records of time used are determinative.
4.2 One-Time; No Carryover. The onboarding hour is one-time, does not recur monthly, does not carry over, and has no cash value.
4.3 No Other Services Included. Except for the limited onboarding assistance described above, no support, training, consulting, configuration, or professional services are included with the subscription.
5.1 No Fractional CFO Services. Licensee acknowledges and agrees that the license and subscription do not include, and shall not be construed to include, fractional CFO services or any financial, accounting, tax, investment, or advisory services of any kind.
5.2 Separately Contracted Services. Licensee may contract separately with Licensor for white-glove onboarding or fractional CFO services. Any such services are subject to a separate written agreement and separate fees, and are not governed by this Agreement.
6.1 Licensee acknowledges and agrees that use of the Software does not guarantee, ensure, or promise any successful investor equity financing, debt financing, fundraising outcome, or any other business, financial, or capital-raising result. Any outputs of the Software are tools only and do not constitute assurances of any outcome.
7.1 Illustrative Only. All financial presentations, projections, models, charts, and outputs generated by or through the Software are provided for illustration purposes only and do not constitute financial, accounting, tax, legal, or investment advice.
7.2 No Responsibility for Errors. Licensor is not responsible for any data-entry errors (whether made by Licensee or otherwise) or for any errors in calculations, outputs, or results produced by the Software. Licensee is solely responsible for the accuracy, completeness, and appropriateness of all data it inputs and for independently reviewing and verifying all outputs before relying on them.
7.3 Independent Judgment. Licensee should consult its own qualified professional advisors before making any business, financial, accounting, tax, or investment decision.
8.1 The Software, including all source code, object code, formulas, calculation logic, models, designs, user interfaces, content, trademarks, and all related intellectual property, is and remains the exclusive property of Licensor and its licensors. This Agreement grants Licensee only the limited use license described in Section 2.
8.2 Licensee Data; Ownership. As between the parties, Licensee retains all right, title, and interest in and to the data it inputs into the Software ("Licensee Data"). Licensee grants Licensor a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Licensee Data as necessary to provide, support, secure, and improve the Software, and to exercise the rights expressly granted in Section 8.4.
8.3 No AI Training on Licensee Data. Licensor does not provide Licensee Data to any third party for the purpose of training, fine-tuning, or developing any machine-learning or artificial-intelligence model, and does not permit any third party to do so. Licensor does not use Licensee Data to train, fine-tune, or develop any model in any manner that would permit Licensee Data, or any output derived from it, to be reproduced, reconstructed, or attributed to Licensee. The Software’s financial outputs are produced by deterministic calculation, not by a system that learns from Licensee Data. For clarity, nothing in this Section limits Licensor’s rights in Aggregated Data under Section 8.4, or Licensor’s right to develop, operate, and improve features of the Software using Aggregated Data or data that is not Licensee Data.
8.4 Aggregated Data. Licensor may create, use, and disclose anonymized, aggregated statistical data derived from Licensee Data ("Aggregated Data") to operate, analyze, and improve the Software and to develop, use, and publish industry benchmarks, research, and product features. Aggregated Data: (a) shall not identify Licensee, any of Licensee's customers, employees, or counterparties, or any individual, and shall not contain Licensee Data in its original or reconstructable form; (b) shall, in the case of any statistic that Licensor publishes or discloses outside Licensor, be derived from no fewer than ten (10) distinct Licensee accounts; and (c) is and remains the exclusive property of Licensor. For clarity, Aggregated Data is a derived statistical work; Licensor's ownership of Aggregated Data confers no ownership of, and no right to disclose, the underlying Licensee Data, which remains Licensee's under Section 8.2. Licensor's rights in Aggregated Data, and Aggregated Data already created as of the effective date of termination, survive termination or expiration of this Agreement, and Licensee acknowledges that Aggregated Data cannot be disaggregated or withdrawn once created.
8.5 No Sale; Limited Disclosure. Licensor does not sell Licensee Data. Licensor will not disclose Licensee Data to any third party except: (a) to Licensor's personnel and to subprocessors that host or support the Software, in each case under obligations of confidentiality and only as necessary to provide, support, secure, or troubleshoot the Software; (b) as directed or authorized by Licensee, including where Licensee shares a company model with another user; or (c) as required by law or legal process.
8.6 Privacy. Licensor's handling of information in connection with the Software is further described in Licensor's Privacy Policy.
9.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
9.2 LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, COMPLETE, OR SECURE, OR THAT ANY "COMING SOON" FEATURE WILL BE DELIVERED. LICENSEE EXPRESSLY ACKNOWLEDGES THE PILOT NATURE OF THE SOFTWARE.
10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST FINANCING, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR IN THE THREE (3)-MONTH TERM IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 The limitations in this Section 10 apply notwithstanding any failure of essential purpose of any limited remedy.
Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, members, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Licensee's use of the Software, (b) Licensee Data, (c) Licensee's reliance on any output of the Software, or (d) Licensee's breach of this Agreement.
12.1 This Agreement is effective on the Effective Date and continues for so long as Licensee has an active paid term.
12.2 Licensor may suspend or terminate this Agreement and Licensee's access immediately upon any breach by Licensee, including non-payment.
12.3 Upon any termination or expiration, Licensee's license and right to access the Software immediately cease. Licensee is solely responsible for exporting its data before expiration or termination. Licensor has no obligation to retain, return, or provide access to Licensee Data after expiration or termination, and such data may be deleted.
12.4 Sections that by their nature should survive termination (including Sections 2.2, 5–11 (and in particular Section 8.4), and 13) survive.
13.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules.
13.2 Dispute Resolution / Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Marin County, California for any dispute arising out of or related to this Agreement.
13.3 Entire Agreement. This Agreement is the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous understandings. Separately contracted services (Section 5.2) are governed by their own agreements.
13.4 Modifications. Licensor may modify this Agreement upon notice or by posting updated terms. Continued use after the effective date of changes constitutes acceptance.
13.5 Assignment. Licensee may not assign this Agreement without Licensor's prior written consent. Licensor may assign this Agreement, including to any successor entity or successor d/b/a.
13.6 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary.
13.7 No Waiver. No failure or delay in exercising any right operates as a waiver.
13.8 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
13.9 Notices. Notices to Licensor may be sent to subscriptions@budgetvsactual.app.
2.0 Group LLC d/b/a Budgetvsactual.app
3400 Cottage Way, Ste G2
Sacramento, CA 95825
support@budgetvsactual.app
By subscribing to or using the Software, Licensee acknowledges that it has read and agrees to these Terms and Conditions.