Lieutenant Terms of Service

1. The Service

Lieutenant provides AI agents that perform finance and operations work for businesses, such as reading bills and invoices, reconciling transactions, drafting and sending messages, preparing reports and close packets, and forecasting cash. The Service connects to third-party systems you authorize, such as accounting software, bank data providers, email, and file storage.

We may update and improve the Service over time. We will not materially reduce the core functionality of a paid subscription during its term without notice.

2. Accounts and authorized users

• You are responsible for everyone you give access to the Service ("Authorized Users"), and for their compliance with these Terms.
• Keep sign-in credentials secure and tell us promptly at support@lieutenants.io if you believe an account has been compromised.
• You must provide accurate account information and keep it current.

3. Approvals and your responsibility for actions

The Service is designed so that consequential actions, such as sending messages to your customers or vendors, recording or changing accounting entries, or scheduling payments, are routed to an Authorized User for approval, or are performed under standing rules your business configures.

• You are responsible for the approvals your Authorized Users give and the rules your business sets. When an Authorized User approves an action, or a rule you configured allows it, the action is taken on your behalf.
• Review agent work before relying on it. AI agents can make mistakes, misread documents, or produce incomplete or inaccurate output. You are responsible for reviewing output before approving it or relying on it.
• Not professional advice. The Service does not provide legal, tax, accounting, audit, investment, or other professional advice, and it does not replace a licensed professional. Keep your own accountants and advisors responsible for filings, tax positions, audits, and financial statements.
• Payments. Lieutenant does not hold or move your funds. Where the Service prepares or schedules payments, the payment is executed by your bank or payment provider under your authorization.

4. Connected services

• You authorize Lieutenant to access and act within the third-party services you connect (for example Google Workspace, Microsoft 365, QuickBooks, Plaid, Salesforce), within the permissions you grant, to provide the Service.
• Your use of those services is governed by your agreements with their providers. Lieutenant is not responsible for third-party services, their availability, or changes they make to their APIs or terms.
• You can disconnect a service at any time. Some features will stop working when you do.
• Lieutenant's use of information received from Google APIs follows our Privacy Policy, including the Google API Services User Data Policy and its Limited Use requirements.

5. Customer data

• You own your data. As between you and Lieutenant, you retain all rights in the data you or your connected services provide to the Service, and in the output the Service generates for you ("Customer Data").
• Our license to use it. You grant Lieutenant a limited license to host, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service for you, and as described in our Privacy Policy.
• No training of general models. We do not use Customer Data to train generalized AI models.
• Your responsibilities. You are responsible for having the rights and any required consents to provide Customer Data to the Service, including personal information of your employees, customers, and vendors.
• Privacy. Our Privacy Policy describes how we handle personal information.

6. Acceptable use

You will not, and will not allow anyone to:

• use the Service for anything unlawful, fraudulent, or deceptive, including sending messages that impersonate someone you are not authorized to represent;
• use the Service to send spam or unsolicited bulk messages;
• upload or transmit malware, or attempt to disrupt, overload, or gain unauthorized access to the Service or any connected system;
• reverse engineer, copy, or resell the Service, except as permitted by law;
• access the Service to build a competing product; or
• use the Service in violation of the terms of any connected third-party service.

We may suspend access if we reasonably believe use of the Service violates this section or threatens the security of the Service or others, and we will tell you when we can.

7. Fees

• Fees, billing frequency, and payment terms are set out in your order form or the plan you select.
• Fees are exclusive of taxes, which you are responsible for, other than taxes on Lieutenant's income.
• Usage-based charges, if any, are calculated from the Service's usage records.

8. Confidentiality

Each party will protect the other's non-public information that is marked or reasonably understood as confidential, using at least reasonable care, and will use it only to perform under these Terms. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from a third party. A party may disclose confidential information when required by law, after giving notice where lawful.

9. Intellectual property

Lieutenant and its licensors own the Service, including its software, agents, models, and documentation, and all improvements to them. These Terms do not transfer any of those rights to you. If you send us feedback, we may use it without obligation to you.

10. Term, termination, and your data after termination

• These Terms apply for as long as you use the Service, and for the subscription term in your order form, if any.
• Either party may terminate for the other's material breach that is not cured within 30 days of written notice.
• When the Service ends, you may request an export of your Customer Data within 30 days. After that period, we delete your dedicated environment and Customer Data, except where we are required by law to retain it.
• Sections that by their nature should survive termination (including 5, 8, 9, 11, 12, 13, and 15) will survive.

11. Warranties and disclaimers

• Lieutenant will provide the Service with reasonable skill and care. Lieutenant does not commit to any specific uptime or service level unless a signed agreement says otherwise.
• Except as expressly stated in these Terms, the Service is provided "as is" and "as available." To the fullest extent permitted by law, Lieutenant disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
• Lieutenant does not warrant that the Service or its AI output will be error-free, complete, or uninterrupted.

12. Limitation of liability

To the fullest extent permitted by law:

• Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.
• Each party's total liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to Lieutenant in the 12 months before the event giving rise to the claim.
• These limits do not apply to a party's indemnification obligations, Customer's payment obligations, or liability that cannot be limited by law.

13. Indemnification

• By Lieutenant. Lieutenant will defend Customer against third-party claims that the Service, as provided by Lieutenant, infringes that third party's intellectual property rights, and pay resulting damages finally awarded or agreed in settlement.
• By Customer. Customer will defend Lieutenant against third-party claims arising from Customer Data, Customer's violation of Section 6, or actions approved by Customer's Authorized Users or performed under rules Customer configured, and pay resulting damages finally awarded or agreed in settlement.
• The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.

14. Changes to these Terms

We may update these Terms. If a change is material, we will give at least 30 days' notice by email or in the Service before it takes effect. Continued use after the effective date means you accept the updated Terms. If you have a signed agreement, changes to these Terms do not override it.

15. General

• Governing law and venue. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. Disputes will be resolved exclusively in the state or federal courts located in the State of Delaware.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
• Notices. Notices to Lieutenant go to legal@lieutenants.io and 131 Continental Drive, Suite 305, Newark, Delaware 19713. Notices to you go to the email address on your account.
• Entire agreement. These Terms, together with any order form and the Privacy Policy, are the entire agreement between the parties about the Service.
• Severability and waiver. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

16. Contact