Terms of Service

1. Definitions

"Antler" or "Platform" means the Antler software-as-a-service application, including all features, AI tools, reporting capabilities, and associated services operated by Antler Software LLC.

"Company" means Antler Software LLC, a limited liability company organized under the laws of New York.

"Subscriber" or "Firm" means the accounting firm, CPA practice, or other professional entity that has registered for and accesses the Antler platform.

"Authorized Users" means the individual team members, accountants, and employees of the Subscriber who are granted access to the platform by the Subscriber's firm administrator.

"Client Data" means all financial transaction data, bank records, categorizations, reports, and other information uploaded to or generated within the platform by the Subscriber or its Authorized Users.

"AI Features" means the artificial intelligence capabilities within the platform including transaction categorization suggestions, conflict detection, natural language rules, check recognition, and the AI chat assistant.

"Global Vendor Library" means the proprietary backend database of anonymized vendor-to-category mappings maintained by the Company and used to power AI categorization. This library is never directly accessible to Subscribers.

2. The Platform — What Antler Is and Is Not

2.1 What Antler Does

• Ingests and organizes bank transaction data uploaded by the Subscriber
• Suggests transaction categories using AI trained on historical accounting data
• Generates financial reports including Profit & Loss statements and Balance Sheets
• Provides workflow tools including rules, conflict detection, and bulk reclassification
• Facilitates team collaboration within a Subscriber's firm

2.2 What Antler Does Not Do

• Antler does not provide accounting, tax, legal, or financial advice
• Antler does not guarantee the accuracy of any AI-generated categorization suggestion
• Antler does not file tax returns, prepare official financial statements, or submit documents to any government authority
• Antler does not replace the professional judgment of a licensed CPA, accountant, or tax professional
• Antler does not verify the accuracy or completeness of data uploaded by the Subscriber

3. Subscription, Access & Payment

3.1 Subscription Plans

Subscriber selects a Subscription Plan at registration. Plans govern the number of client entities, Authorized Users, and features available. Current plan details are available at antlerapp.com/pricing.

3.2 Payment Terms

• Subscription fees are billed in advance on a monthly or annual basis
• All fees are non-refundable except as expressly stated in Section 3.4
• The Company reserves the right to modify pricing with 30 days written notice
• Failure to pay within 10 days of the due date may result in suspension of access

3.3 Free Trial

The Company may offer a free trial period at its sole discretion. At the end of the trial, the Subscriber must select a paid plan or access will be terminated. No data is guaranteed to be retained after trial expiration without a paid subscription.

3.4 Refund Policy

Subscription fees are non-refundable. If the Company terminates the Subscriber's account without cause, the Company will provide a pro-rated refund for the unused portion of any prepaid subscription period.

3.5 Cancellation

Subscriber may cancel at any time through firm settings. Cancellation takes effect at the end of the current billing period. Client Data will be available for export for 30 days following cancellation. After 30 days, the Company may permanently delete all Subscriber data.

4. Data, Privacy & Security

4.1 Subscriber Owns Their Data

All Client Data uploaded to the platform by the Subscriber remains the sole property of the Subscriber. The Company claims no ownership over Client Data. The Subscriber grants the Company a limited license to process, store, and use Client Data solely for the purpose of providing the platform services.

4.2 Firm Data Isolation

The Company implements technical and organizational measures to ensure that each Subscriber's data is completely isolated from other Subscribers. Specifically:

• Every tenant table contains a firm_id column and Row Level Security (RLS) is enforced at the database level, independently of application logic
• No Subscriber can access another Subscriber's Client Data through the platform under any circumstances
• Cross-firm data access is designed to return zero rows even with a valid authentication token
• The Company performs isolation testing before and after any schema change

4.3 Global Vendor Library

The platform uses a Global Vendor Library maintained by the Company in a dedicated backend database table to power AI categorization suggestions. This library is proprietary to the Company, stored separately from all Subscriber-specific data, and never directly accessible, queryable, or visible to any Subscriber through the platform UI. It is used only by the AI categorization engine running server-side.

Subscribers who opt into the Shared Network program may contribute anonymized vendor name and category mappings to this library. Contributions are strictly limited to vendor name and master Chart of Accounts category. No client names, transaction amounts, financial figures, dates, or identifying information are ever contributed.

4.4 Data Security

• Encrypted data transmission (HTTPS) and encrypted data at rest
• Database-level Row Level Security policies with firm_id isolation on every tenant table
• Session timeout after 30 minutes of inactivity
• Account lockout after 5 consecutive failed login attempts
• Tamper-proof audit trail retained for 7 years minimum
• Super admin account protected with hardware two-factor authentication

4.5 File Upload Security

• File type validated by content — not just extension
• Maximum file sizes: 10MB for CSV/Excel, 25MB for PDF
• Uploaded files stored in firm-isolated Supabase Storage buckets with Row Level Security
• Check PDFs processed and immediately discarded — extracted data stored, not the original file

4.6 Super Admin Access

The Company's super administrator has technical access to all Subscriber data for platform support, maintenance, and security purposes. Any super admin access to a specific Subscriber's data is logged in the platform audit trail. The Company will not access Subscriber data for any purpose other than providing and improving the platform services.

5. AI Features — Important Limitations

5.1 Nature of AI Suggestions

The AI Features generate suggestions based on historical patterns, training data, and probabilistic models. These suggestions may be incorrect, incomplete, or inappropriate for specific client situations. The AI does not understand the full context of any client's business, legal structure, or tax situation.

5.2 No Guarantee of Accuracy

The Company makes no representation or warranty that any AI-generated categorization, suggestion, report, or output is accurate, correct, complete, or suitable for any particular purpose. Confidence scores are statistical indicators only and do not constitute a guarantee of correctness.

5.3 Subscriber Responsibility for AI Outputs

The Subscriber and its Authorized Users are solely responsible for reviewing, verifying, approving, and taking responsibility for all AI suggestions before they are used in any client deliverable, financial statement, tax filing, or professional work product.

5.4 Third-Party AI Providers

The AI Features are powered by one or more third-party AI providers, which may include but are not limited to: Anthropic (Claude API), Google (Gemini models), and AI gateway services such as Lovable's AI Gateway. The specific provider(s) used may change over time as the Company evaluates and adopts new or improved AI services. The Company is not responsible for the outputs, availability, accuracy, or changes to any third-party AI provider's services. Use of the AI Features may also be subject to the applicable terms of service and privacy policies of the underlying AI provider(s) in use at the time of processing.

6. Subscriber Responsibilities

6.1 Accurate Data

The Subscriber is responsible for ensuring that all data uploaded to the platform is accurate, complete, and lawfully obtained.

6.2 Professional Licensing

The Subscriber represents and warrants that it and its Authorized Users are appropriately licensed to practice accounting, bookkeeping, or tax preparation in their applicable jurisdiction.

6.3 Client Consent

The Subscriber is responsible for obtaining all necessary consents from its own clients before uploading their financial data to the platform.

6.4 Authorized Users

The Subscriber is responsible for all actions taken by its Authorized Users and must promptly remove access for any user who leaves the firm or should no longer have access.

6.5 Acceptable Use

The Subscriber agrees not to: (a) use the platform for any unlawful purpose, (b) attempt to gain unauthorized access to any part of the platform or other Subscribers' data, (c) upload malicious code, (d) reverse engineer the platform or its proprietary algorithms, (e) resell or sublicense access without written consent, or (f) use the platform in any way that could damage its availability or functionality.

7. Liability Disclaimer & Limitation of Liability

7.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND UNINTERRUPTED OPERATION.

7.2 No Liability for Financial Losses

THE COMPANY SHALL NOT BE LIABLE FOR ANY FINANCIAL LOSS, TAX LIABILITY, PENALTY, INTEREST, AUDIT FINDING, OR OTHER ADVERSE FINANCIAL CONSEQUENCE ARISING FROM: (a) ANY AI CATEGORIZATION SUGGESTION, (b) ANY REPORT GENERATED BY THE PLATFORM, (c) ANY ERROR OR INACCURACY IN THE PLATFORM'S OUTPUT, OR (d) THE SUBSCRIBER'S RELIANCE ON ANY PLATFORM OUTPUT WITHOUT INDEPENDENT PROFESSIONAL REVIEW.

7.3 Limitation of Damages

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA.

7.4 Cap on Liability

THE COMPANY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE SUBSCRIBER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

8. Indemnification

The Subscriber agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses arising out of or related to: (a) the Subscriber's use of the platform, (b) any breach of these Terms, (c) the Subscriber's violation of any applicable law or regulation, or (d) any claim by a third party arising from the Subscriber's use of platform outputs.

9. Intellectual Property

9.1 Company Ownership

The platform, including its source code, design, AI models, Global Vendor Library, industry templates, and all proprietary algorithms, is and remains the exclusive property of Antler Software LLC. The Global Vendor Library is a proprietary backend asset and is not licensed or disclosed to any Subscriber under any plan.

9.2 Subscriber License

The Company grants the Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the platform solely for the Subscriber's internal business operations during the subscription term.

10. Term & Termination

10.1 Termination by Subscriber

The Subscriber may terminate their subscription at any time through firm settings. Termination takes effect at the end of the current billing period.

10.2 Termination by Company

The Company may suspend or terminate the Subscriber's access immediately and without notice if: (a) the Subscriber breaches any material term of these Terms, (b) fails to pay subscription fees when due, or (c) the Company determines the Subscriber's use poses a security risk to the platform or other Subscribers.

10.3 Effect of Termination

Upon termination, the Subscriber's license ends immediately. Client Data will be available for export for 30 days following termination. After 30 days, the Company may permanently delete all Subscriber data without further notice or liability.

11. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of New York. Any dispute that cannot be resolved informally shall be submitted to binding arbitration under the rules of the American Arbitration Association in New York, New York. The Subscriber waives any right to participate in a class action lawsuit or class-wide arbitration.

12. Specific Accounting & Tax Disclaimer

Antler is a technology tool designed to assist accounting professionals with workflow efficiency. The platform does not provide accounting advice, tax advice, legal advice, or any other professional services.

• Chart of Accounts suggestions and templates are general starting points only and must be verified by a qualified professional
• AI transaction categorizations are based on pattern matching and historical data and may be incorrect for specific client situations
• Financial reports generated are preliminary working documents only — not audited, reviewed, or compiled financial statements
• Fiscal year closing entries generated are automated calculations that must be reviewed by a licensed CPA before being considered final
• Reports are not tax returns and are not suitable for direct submission to the IRS or any government agency
• Antler Software LLC operates the Antler platform as a software provider only and is not providing professional accounting services to the Subscriber or the Subscriber's clients

13. Acceptance

By creating an account or using the Antler platform, the Subscriber acknowledges that they have read, understood, and agree to be bound by these Terms of Service in their entirety on behalf of themselves and their firm.

For enterprise agreements requiring wet signatures, contact hello@antlerapp.com. All other agreements are accepted electronically at account creation.