Terms of Use

02. Eligibility

The Services are intended solely for business and professional use.

You may use the Services only if:

• You are at least eighteen (18) years of age.
• You have the legal capacity to enter into a binding agreement.
• You are authorized to use the Services on behalf of yourself or the organization you represent.
• Your use of the Services complies with applicable laws and regulations.

The Services are not intended for personal, household, or consumer use.

03. Description of the Services

Rationale IQ provides an AI-powered accounting and financial reporting platform designed to assist accounting professionals with research, analysis, and financial reporting workflows.

Depending on the Services available to you, the platform may provide capabilities including:

• Disclosure Adequacy Analysis.
• Peer Benchmarking Analysis.
• SEC Comment Letter Risk Analysis.
• Accounting Position Memo Drafting.
• Other accounting and financial reporting workflows that may be introduced from time to time.

The Services are intended to support accounting and financial reporting professionals by organizing information, assisting with research and analysis, generating reports, and improving workflow efficiency.

The Services are designed to assist professional decision-making and are not intended to replace professional judgment.

04. User Accounts

Certain features of the Services require the creation of a user account.

You agree to provide accurate, complete, and current registration information and to keep such information up to date.

You are responsible for:

• Maintaining the confidentiality of your account credentials.
• Restricting access to your account.
• Ensuring that only authorized individuals use your account.
• Promptly notifying Rationale IQ of any suspected unauthorized access or security incident involving your account.

You are responsible for all activities that occur under your account unless caused by Rationale IQ's failure to maintain appropriate security measures.

Rationale IQ reserves the right to suspend or terminate accounts that violate these Terms or present a security risk.

05. Customer Responsibilities

Customers and authorized users are responsible for their use of the Services.

By using the Services, you agree to:

• Use the Services only for lawful business purposes.
• Upload only information you are authorized to use.
• Ensure that Customer Content is accurate to the best of your knowledge.
• Review all analyses and reports generated by the Services.
• Exercise independent professional judgment when evaluating AI-generated outputs.
• Comply with all applicable laws, regulations, contractual obligations, and professional standards.

Customers remain solely responsible for:

• Accounting conclusions.
• Financial reporting decisions.
• SEC filings.
• Regulatory filings.
• Financial statement disclosures.
• Internal approvals.
• Compliance with applicable accounting standards and regulatory requirements.

Use of the Services does not transfer these responsibilities to Rationale IQ.

06. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or regulation.
• Infringe the intellectual property rights of others.
• Upload malicious software, viruses, or harmful code.
• Attempt to gain unauthorized access to the Services or related systems.
• Interfere with or disrupt the operation of the Services.
• Circumvent security features or access controls.
• Use the Services in a manner that could impair the availability or performance of the platform.
• Reverse engineer, decompile, or attempt to discover the source code of the Services except where prohibited by applicable law.
• Use the Services to develop or support a competing product or service.
• Misrepresent the source or accuracy of AI-generated outputs.
• Upload information when you do not have the legal right or authorization to do so.

Rationale IQ reserves the right to suspend or terminate access for violations of these Terms.

07. Customer Content

Customers retain ownership of all Customer Content submitted through the Services.

You represent and warrant that:

• You own or have all necessary rights, permissions, and authority to upload Customer Content.
• Uploading Customer Content does not violate any law, contractual obligation, confidentiality obligation, or the rights of any third party.
• Customer Content does not contain unlawful or malicious material.

By submitting Customer Content, you grant Rationale IQ a limited, non-exclusive right to process such content solely as necessary to:

• Provide the Services.
• Perform requested analyses.
• Generate reports and other requested outputs.
• Maintain and secure the operation of the Services.
• Comply with applicable legal obligations.

This limited right does not transfer ownership of Customer Content to Rationale IQ.

7.1 No Training; Aggregated and De-Identified Data

Rationale IQ does not use Customer Content to develop or train its own proprietary artificial intelligence models.

Rationale IQ may generate and use aggregated or de-identified information that cannot reasonably be used to identify the Customer or any individual for its ordinary business purposes, including platform improvement, performance measurement, product development, business analytics, and research.

Aggregated or de-identified information does not include information that directly identifies a Customer or individual user.

7.2 Third-Party AI Processing

Where the Services use a third-party AI provider to process Customer Content, that provider's handling of Customer Content is governed by the provider's applicable terms and data policies, which are disclosed in the Privacy Policy and incorporated by reference, and which the Customer is solely responsible for reviewing.

Rationale IQ does not control or guarantee the practices of any third-party AI provider. The Customer is responsible for reviewing the provider's current terms and for exercising any deletion or access rights directly with the provider.

7.3 Return or Deletion of Customer Content

Following expiration or termination of the Customer's access to the Services, the Customer may request deletion or return of its Customer Content, and Rationale IQ will delete or return such Customer Content within thirty (30) days of the request, subject only to applicable legal obligations and ongoing legal proceedings. Rationale IQ's deletion obligation is limited to Customer Content within its direct control and does not extend to Customer Content transmitted to and retained by third-party providers (including any third-party AI provider) under those providers' own terms, which the Customer is responsible for addressing directly.

Customer Content residing in secure backups will be deleted in the ordinary course of Rationale IQ's backup rotation and remains subject to the confidentiality obligations of these Terms until deleted.

7.4 Precedence

With respect to the handling of Customer Content, these Terms control over the Privacy Policy in the event of a conflict, and the protections in these Terms may not be diminished by any subsequent change to the Privacy Policy.

08. Intellectual Property Rights

The Services, including the software, platform architecture, workflows, user interface, designs, trademarks, service marks, logos, documentation, text, graphics, and other materials made available by Rationale IQ (collectively, the "Rationale IQ Intellectual Property"), are owned by or licensed to Rationale IQ and are protected by applicable intellectual property laws.

Except as expressly permitted under these Terms, you may not copy, reproduce, modify, distribute, publicly display, reverse engineer, decompile, create derivative works from, or otherwise exploit the Rationale IQ Intellectual Property without the prior written consent of Rationale IQ.

These Terms do not grant you any ownership interest in the Services or the Rationale IQ Intellectual Property.

License to Aggregated Data and Feedback

The Customer grants Rationale IQ a perpetual, irrevocable, worldwide, royalty-free, and fully paid-up license to use, reproduce, modify, distribute, and otherwise exploit (a) aggregated and de-identified information derived from Customer Content, and (b) any suggestions, ideas, or other feedback provided by the Customer or its authorized users regarding the Services, in each case for any purpose, including to operate, develop, and improve the Services and Rationale IQ's other products, without restriction or obligation to the Customer.

09. AI-Generated Outputs

The Services utilize artificial intelligence to assist accounting and financial reporting professionals.

AI-generated outputs may include analyses, reports, benchmarking comparisons, accounting memoranda, summaries, recommendations, and other materials generated in response to Customer requests.

You acknowledge and agree that:

• AI-generated outputs are based on the information provided by users.
• AI-generated outputs may contain inaccuracies, omissions, or incomplete analyses.
• AI-generated outputs should not be relied upon without appropriate review by qualified accounting professionals.
• Professional judgment remains essential to all accounting conclusions and financial reporting decisions.
• Rationale IQ does not guarantee the completeness, accuracy, or suitability of any AI-generated output for a particular purpose.

Customers remain solely responsible for reviewing, modifying, approving, and determining whether any AI-generated output is appropriate for use.

Ownership of Outputs

As between the parties, and subject to Rationale IQ's rights in the Rationale IQ Intellectual Property, the Customer owns the outputs generated specifically for it through the Services, and Rationale IQ assigns to the Customer any rights it may have in such outputs.

Rationale IQ retains all right, title, and interest in and to the Services and the Rationale IQ Intellectual Property, including all underlying models, software, and templates, and nothing in these Terms grants the Customer any rights therein.

The Customer acknowledges that outputs are generated by artificial intelligence, may not be unique, and that Rationale IQ may generate the same or similar outputs for other customers.

10. References and Citations to Accounting Literature

As part of certain Services, Rationale IQ may provide references and citations to accounting literature to assist users in locating relevant guidance.

Where available, the platform may also provide external links directing users to third-party sources where applicable accounting guidance may be accessed.

Rationale IQ is designed to facilitate accounting research and is not intended to reproduce, redistribute, or provide unrestricted access to licensed accounting literature.

Access to third-party accounting literature is subject to the applicable terms, conditions, and licensing requirements of the respective content providers.

11. Professional Judgment and No Professional Advice

The Services are designed to assist accounting and financial reporting professionals by providing AI-assisted research, analysis, workflow support, and document preparation.

The Services do not replace professional judgment.

Customers and authorized users remain solely responsible for evaluating all information generated through the Services and for determining whether any analysis, recommendation, report, or other output is appropriate for their specific facts and circumstances.

Rationale IQ does not provide:

• Accounting services.
• Audit services.
• Tax advice.
• Legal advice.
• Investment advice.
• Consulting services.
• Regulatory approval or certification.

Nothing contained within the Services or any AI-generated output should be interpreted as a substitute for professional judgment or professional advice.

Customers remain solely responsible for:

• Accounting conclusions.
• Financial statement preparation.
• Financial statement disclosures.
• SEC filings.
• Regulatory filings.
• Compliance with applicable accounting standards.
• Compliance with applicable laws and regulations.
• Communications with auditors, regulators, investors, or other third parties.

Use of the Services does not establish a fiduciary, professional, advisory, audit, attorney-client, or other similar relationship between Rationale IQ and any Customer or user.

12. Pilot Program Terms

Participation in the Rationale IQ Pilot Program is subject to these Terms and any additional Pilot Program agreement or documentation provided by Rationale IQ.

The purpose of the Pilot Program is to evaluate platform functionality, identify enhancement opportunities, and collect feedback to support future development.

Because the platform is under active development during the Pilot Program:

• Features may change.
• Functionality may be modified.
• Services may be temporarily unavailable.
• New features may be introduced.
• Existing features may be revised or discontinued.

Pilot participants acknowledge that pre-release software may contain defects, interruptions, or other limitations not present in commercially released software.

Unless otherwise agreed in writing, Pilot Program participation does not create any obligation for Rationale IQ to continue providing Pilot Services after completion of the Pilot Program.

13. Subscription, Fees, and Payment

Certain Services may require payment of subscription fees or other charges.

Applicable pricing, subscription terms, billing frequency, and payment obligations will be set forth in the applicable order form, subscription agreement, invoice, pricing schedule, or other written agreement between Rationale IQ and the Customer.

Customers agree to pay all applicable fees in accordance with the agreed payment terms.

Failure to timely pay amounts due may result in suspension or termination of access to the Services.

Unless otherwise stated in writing, fees are non-refundable except where required by applicable law.

14. Analysis Usage Limits

Certain subscriptions may include limitations on the number or type of analyses, reports, users, storage capacity, or other platform usage.

Customers are responsible for monitoring their use of the Services.

If a Customer exceeds the applicable usage limits associated with its subscription, Rationale IQ may:

• Notify the Customer.
• Restrict additional analyses.
• Offer additional usage for an additional fee.
• Upgrade the applicable subscription.
• Invoice the Customer for authorized overage usage where provided in the applicable customer agreement.

Usage limits are intended to support fair and efficient operation of the Services.

15. Confidentiality

Rationale IQ recognizes that Customer Content may include confidential, proprietary, and business-sensitive information.

Rationale IQ will use reasonable administrative, technical, and organizational safeguards designed to protect Customer Content from unauthorized access, disclosure, alteration, or destruction.

Rationale IQ protects Customer Content using industry-standard encryption in transit and at rest.

If Rationale IQ becomes aware of a security incident that materially affects Customer Content, it will investigate, take appropriate measures to contain and remediate the incident, and notify the affected Customer without undue delay and, in any event, within seventy-two (72) hours of confirming the incident.

Customers are likewise responsible for maintaining the confidentiality of their account credentials and controlling access to Customer Content within their organizations.

Nothing in these Terms limits any additional confidentiality obligations that may be included in a separate written agreement between Rationale IQ and the Customer.

Each party acknowledges that Customer Content may include confidential, proprietary, and trade-secret business information. Each party agrees to protect the other party's confidential and trade-secret information using at least the same degree of care it uses to protect its own comparable information, and in no event less than a reasonable degree of care.

Notwithstanding the foregoing, this mutual obligation does not require Rationale IQ to bind any third-party AI provider whose terms are non-negotiable to confidentiality obligations no less protective than those in these Terms; such provider's handling of Customer Content is governed by the provider's own terms as described in Section 7, which the Customer is solely responsible for reviewing.

Confidentiality Exceptions

The confidentiality obligations in these Terms do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to the receiving party without obligation of confidentiality before disclosure; (c) is independently developed without use of the disclosing party's confidential information; or (d) is rightfully received from a third party without restriction.

A receiving party may disclose confidential information to the extent required by law or legal process, provided that, where legally permitted, it gives prompt notice to the disclosing party and reasonably cooperates in any effort to limit or contest the disclosure.

Except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law, the confidentiality obligations survive for three (3) years following termination.

16. Third-Party Services

The Services may utilize third-party technologies or service providers to support platform functionality.

These may include services relating to:

• Secure cloud infrastructure.
• User authentication.
• Database services.
• Artificial intelligence processing.
• Website functionality.
• Other operational technologies.

Rationale IQ is not responsible for the independent products or services provided directly by third parties.

Use of third-party services may also be subject to the applicable terms and privacy policies of those providers.

17. Availability of the Services

Rationale IQ will use commercially reasonable efforts to make the Services available to Customers.

However, uninterrupted or error-free operation cannot be guaranteed.

The Services may be temporarily unavailable due to:

• Scheduled maintenance.
• Emergency maintenance.
• Security events.
• Internet or telecommunications failures.
• Third-party service interruptions.
• Software updates.
• Events beyond the reasonable control of Rationale IQ.

Rationale IQ may modify, enhance, suspend, or discontinue portions of the Services from time to time as part of ongoing product development.

18. Suspension and Termination

Rationale IQ may suspend or terminate access to the Services if:

• These Terms are violated.
• Applicable fees remain unpaid.
• Use of the Services creates a security risk.
• Use of the Services violates applicable law.
• Continued access may adversely affect the Services or other customers.

Customers may terminate their subscription in accordance with the applicable customer agreement.

Termination does not relieve either party of obligations that, by their nature, survive termination, including provisions relating to intellectual property, confidentiality, limitations of liability, indemnification, and dispute resolution.

19. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RATIONALE IQ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

RATIONALE IQ DOES NOT WARRANT THAT:

• THE SERVICES WILL IDENTIFY EVERY ACCOUNTING ISSUE.
• THE SERVICES WILL IDENTIFY EVERY REQUIRED DISCLOSURE.
• THE SERVICES WILL PREVENT SEC COMMENTS.
• THE SERVICES WILL GUARANTEE REGULATORY COMPLIANCE.
• AI-GENERATED OUTPUTS WILL ALWAYS BE COMPLETE, ACCURATE, OR ERROR-FREE.

CUSTOMERS ARE RESPONSIBLE FOR REVIEWING ALL OUTPUTS AND EXERCISING THEIR OWN PROFESSIONAL JUDGMENT.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RATIONALE IQ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RATIONALE IQ'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO RATIONALE IQ DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. TO THE EXTENT SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW, THEY SHALL APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED.

21. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Rationale IQ, its officers, directors, stockholders, employees, contractors, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Customer Content.
• The Customer's use of the Services.
• Violation of these Terms.
• Violation of applicable laws or regulations.
• Infringement of the rights of any third party by the Customer or its authorized users.

22. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

Any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located within the Commonwealth of Virginia, and each party consents to the jurisdiction of those courts.

Limitation of Actions

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim accrues, except where a longer period is required by applicable law; otherwise, the claim is permanently barred.

Class Action Waiver; Jury Trial Waiver

To the maximum extent permitted by applicable law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

To the maximum extent permitted by applicable law, each party waives any right to a trial by jury in any action arising out of or relating to these Terms or the Services.

23. Changes to These Terms

Rationale IQ may revise these Terms from time to time.

When material changes are made, we will update the Effective Date at the beginning of these Terms.

Revised Terms will be posted on the website or within the platform, and the revised Terms will become effective as of the updated Effective Date shown on the posted version. Where a change is material, Rationale IQ will use reasonable efforts to provide additional notice through the platform, by email, or by other reasonable means.

Continued use of the Services following the effective date of updated Terms constitutes acceptance of the revised Terms.

24. Contact Information

If you have questions regarding these Terms or the Services, please contact us.

Rationale IQ email:

[email protected]

25. Miscellaneous

Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form, Subscription Agreement, Pilot Program Agreement, or other written agreement between Rationale IQ and the Customer, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings relating to the subject matter of these Terms.

Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

Assignment

The Customer may not assign or transfer these Terms, in whole or in part, without Rationale IQ's prior written consent. Rationale IQ may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms bind and inure to the benefit of the parties' permitted successors and assigns.

No Waiver

No failure or delay by Rationale IQ in exercising any right under these Terms operates as a waiver, and no single or partial exercise of any right precludes any further exercise of that or any other right.