Terms of Service

1.Snapshot

A plain-language summary of the full Terms below. The full sections control if there is any conflict.

Who Naveh is. A US finance operations firm for companies that operate across borders with a US entity. One team runs formation, cross-border compliance, bookkeeping and monthly close, payroll and People Ops coordination, reporting, and CFO-led finance judgment. Running payroll and HR services are quoted separately.

What you get. The scope named in your engagement letter. Every tier includes US entity formation at no charge, US tax and cross-border compliance, and CFO involvement. What rises with the tier is the depth of finance operations and the intensity of CFO involvement.

Who delivers it. An automated delivery layer processes recurring work. The Naveh finance team reviews everything before it reaches you. A CFO is in every engagement.

What you owe us. A fixed fee for a named scope, billed on an annual term, plus government filing fees and registered-agent costs passed through at cost. If work crosses the scope, we re-quote before it starts, never after.

What we owe you. The commitments in Section 5, and your files on request, at any time, in a usable form.

What this is not. Naveh does not provide audit, attest, legal, immigration, investment, or fiduciary services. Tax work is performed by qualified personnel within their professional scope.

How disputes are handled. Governing law is [Delaware]. Disputes are resolved by binding arbitration unless otherwise required by law.

2.Definitions

“AI Outputs” means transaction categorizations, reconciliations, drafts, summaries, filing-calendar entries, and other materials generated wholly or in part by automated systems used in the Services.

“Naveh Team” means the finance professionals, including the CFO assigned to your engagement, who review Deliverables and deliver services through Naveh.

“Customer Data” means information provided by or on behalf of Customer, or generated through Customer’s use of the Services, including financial records, entity and ownership records, integrations data, and uploaded documents.

“Deliverables” means the financial statements, filings, reports, models, the compliance calendar, and other outputs delivered to Customer by Naveh.

“Engagement Letter” means the engagement letter, order form, or signed proposal that names your scope and tier and references these Terms.

“Services” has the meaning set forth in the introduction.

“Subscription Term” means the annual period during which Customer is entitled to the Services as set forth in the Engagement Letter.

“US Finance Review” means the free, no-obligation review described in Section 4.2.

3.Eligibility and engagement

Eligibility. The Services are intended for businesses, not consumers. You must be at least 18 and authorized to bind your organization. Naveh serves companies that have, or are forming, a US entity and operate across borders. We may decline to serve any prospective Customer at our discretion.

Accuracy. You agree to provide accurate, current, and complete information about your entity, ownership, and operations, and to keep it updated. Compliance filings depend on it.

Authorized users. You may permit your employees, contractors, advisors, board members, home-country accountant, and other authorized representatives to work with Naveh on your behalf, subject to these Terms. You are responsible for their acts and omissions.

4.The Services

4.1 Scope

Naveh runs the US finance function for Customers through a combination of automated systems and the Naveh Team. The specific scope depends on your tier and Engagement Letter. Tiers typically include some combination of:

• US entity formation, EIN, registered agent, corporate records, and banking onboarding.
• US federal and state tax compliance, including Form 1120, Delaware franchise tax, state registration, and nexus monitoring.
• Cross-border compliance, including Form 5472 and 5471, BOI and Corporate Transparency Act reporting, FBAR, intercompany agreements, transfer pricing, and multi-entity consolidation.
• Bookkeeping, reconciliations, and monthly close on a fixed date.
• Accounts payable and receivable, vendor payments, and management reporting.
• US payroll, benefits, contractor payments, onboarding, and multi-state employment registration (People Ops).
• FP&A, budgeting, forecasting, and board and investor reporting.
• CFO involvement at every tier, and a dedicated CFO at the top tier, including board and diligence leadership.

4.2 The US Finance Review

Before any engagement, you may book a US Finance Review: thirty minutes with a cross-border finance expert and a written summary of what your US finance function needs, what is already in place, and what it would take to run it properly. The Review is free, creates no obligation on either party, and the written summary is yours to keep whether or not you engage Naveh. The Review is a scoping exercise and is not itself a Deliverable, professional advice, or a commitment to provide any service.

4.3 The Naveh Team and the CFO

Each engagement is delivered by the Naveh Team, which includes a CFO. A CFO is present in every tier; what rises with the tier is the intensity of CFO involvement, from review and sign-off on a set cadence, to monthly supervision and review, to a dedicated and embedded CFO. Naveh is responsible for the commitments in Section 5; the Naveh Team is responsible for professional judgment and Deliverable review.

4.4 AI components

Naveh uses an automated delivery layer to accelerate and improve operational tasks. AI Outputs are reviewed by the Naveh Team before delivery. You acknowledge that:

• AI Outputs may contain errors, omissions, or hallucinations.
• AI Outputs are not professional advice on their own. Final accountability for Deliverables sits with the Naveh Team who review the work.
• We do not use your identifiable Customer Data to train third-party foundation models. See our Privacy Policy for details.

4.5 Third-party integrations and partner-delivered services

The Services connect to third-party tools (for example, QuickBooks Online, Xero, Mercury, Brex, Ramp, Stripe, Gusto, Rippling, Deel, Carta, Stripe Atlas, Firstbase). Your use of those tools is governed by their own terms. We are not responsible for third-party services, including their availability, accuracy, or security. If a third-party service changes or terminates, parts of the Services may be affected.

Some services available at any tier are delivered by partners rather than by Naveh, such as immigration and relocation, R&D tax credits, and recruiting. Where you engage a partner-delivered service through us, the partner’s own terms apply to that service, and Naveh’s responsibility is limited to the introduction and coordination described in your Engagement Letter.

4.6 Government fees and third-party costs

Government filing fees, registered-agent fees, and other out-of-pocket costs are passed through to you at cost, without markup, and are not included in your subscription fee unless your Engagement Letter says otherwise.

5.Our commitments

Naveh commits to the following for active Customers in good standing, subject to Customer providing required information and access on time. These commitments are stated in your Engagement Letter:

• Every message answered within one business day.
• Every filing deadline on a shared calendar with a named owner and a date, visible to you and filed ahead of the deadline.
• A monthly close on the same date each month.
• A fixed fee for a scope named in writing, with re-quote triggers stated up front.
• Your files released to you on request, at any time, in a usable form.
• If Customer fails to provide required documents, access, or approvals within the timeframes specified, the relevant dates shift accordingly.

6.Customer responsibilities

You agree to:

Provide accurate, complete, and timely information and access to the integrations, accounts, entity records, and documents needed for Naveh to deliver the Services, including information about your ownership structure and any foreign parent or subsidiary.

Designate a primary point of contact who can respond to Naveh’s questions and approve work product, and, where relevant, coordinate with your home-country accountant.

Use the Services only for lawful business purposes.

Maintain your own backup of Customer Data where appropriate.

Comply with all laws applicable to your business, in the US and in every country where you operate, including tax, corporate, employment, securities, sanctions, and data privacy laws.

Refrain from: (i) reverse engineering, decompiling, or attempting to discover source code or algorithms; (ii) interfering with or disrupting the Services; (iii) circumventing security; (iv) using the Services to build a competing product; (v) sharing access with unauthorized third parties; or (vi) submitting unlawful, infringing, or harmful content.

7.Fees, billing, and taxes

7.1 Fees

Fees for the Services are set out in your Engagement Letter. Unless your Engagement Letter says otherwise:

• The subscription fee is a fixed fee for the scope named in your Engagement Letter, billed on an annual term.
• Government filing fees, registered-agent fees, and other out-of-pocket costs are billed at cost as incurred.
• Payment is due upon receipt of invoice.
• Fees are denominated in US dollars.
• All fees are non-refundable except where required by law or as expressly stated in these Terms.

7.2 Scope and re-quotes

Your fee covers the scope named in your Engagement Letter. The triggers that move you to a different scope are stated up front, such as an additional entity, an additional state, or crossing an employee band. If the work crosses the scope, we will re-quote before any additional work starts, never after. You buy the next tier when the work gets harder, not when you get bigger.

7.3 Auto-renewal

Subscriptions automatically renew at the end of each Subscription Term for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal pricing is the then-current rate for your tier unless your Engagement Letter states otherwise.

7.4 Late payments

Past-due amounts accrue interest at the lower of 1.5% per month or the maximum permitted by law. We may suspend the Services for accounts more than fifteen (15) days past due, after providing notice and a reasonable opportunity to cure. You agree to reimburse reasonable collection costs. Suspension of Services may affect filing deadlines; Naveh is not responsible for penalties arising from a suspension caused by non-payment.

7.5 Taxes

Fees do not include taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes, except taxes on Naveh’s income.

7.6 Price changes

We may change fees for any renewal term by giving you at least thirty (30) days’ written notice before the start of the new term.

8.Data, ownership, and license

8.1 Customer Data

As between the parties, you own all right, title, and interest in Customer Data. You grant Naveh a worldwide, royalty-free, non-exclusive license to access, use, host, copy, modify, transmit, and process Customer Data solely to provide and improve the Services and as otherwise permitted by these Terms and the Privacy Policy.

8.2 Aggregated and de-identified data

Naveh may create and use aggregated, de-identified, or anonymized data derived from Customer Data for benchmarking, product improvement, analytics, research, and similar purposes. Aggregated and de-identified data does not identify Customer or any individual.

8.3 Naveh property

Naveh and its licensors own all right, title, and interest in the Services, the platform, software, automated systems, methodologies, templates, the compliance calendar structure, documentation, and all related intellectual property. We grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to use the Services for your internal business purposes.

8.4 Deliverables

Subject to payment of fees, you own the Deliverables specifically created for you, including filed returns, financial statements, and your compliance calendar. Naveh retains ownership of underlying methodologies, templates, frameworks, models, and any pre-existing or independently developed intellectual property used to produce Deliverables.

8.5 Feedback

If you provide suggestions, feedback, or ideas about the Services, you grant Naveh a perpetual, irrevocable, royalty-free license to use them without restriction.

8.6 Data export

At any time during or after the Subscription Term, you may request your files, and Naveh will release them to you in a usable form. Within thirty (30) days after termination, you may request a final export. After that period, Naveh may delete or de-identify Customer Data, subject to retention required by law (see Privacy Policy).

9.Confidentiality

Each party may receive non-public information of the other party (“Confidential Information”). Confidential Information includes Customer Data, pricing, business plans, ownership and cap-table information, technical information, and anything reasonably understood to be confidential.

The receiving party will:

• Use Confidential Information only to perform under these Terms.
• Protect it with at least the same care it uses for its own confidential information, but no less than reasonable care.
• Disclose it only to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party. Disclosure required by law, including disclosure to government and tax authorities to make filings you have engaged us to make, is permitted with prompt notice (where lawful) so the disclosing party can seek protection.

10.Professional services disclaimers

You acknowledge and agree that:

Not audit or attest services. Naveh does not perform audits, reviews, compilations, or attest engagements under AICPA standards, and Deliverables are not audited financial statements.

Not legal, immigration, or investment advice. Naveh does not provide legal advice, immigration advice, or investment advisory services. Entity formation and corporate housekeeping are performed as administrative services; questions of law, including the choice of entity and structure, should be confirmed with your own counsel. Immigration and relocation services are delivered by partners under their own terms.

Tax services. Tax-related work, including the preparation and filing of US federal, state, and cross-border returns and information reports, is performed by qualified personnel within their professional scope. Formal tax opinions may require a separate engagement.

Home-country obligations. Naveh runs the US side of your finance function. Unless your Engagement Letter says otherwise, filings and obligations in your home country or any non-US jurisdiction remain your responsibility and that of your local advisors. We coordinate with them so both sets of books tell the same story.

Reliance. You are responsible for reviewing Deliverables and for decisions made based on them. Naveh delivers work product to support your decisions, not to replace your own judgment.

Professional judgment. The Naveh Team, including the CFO on your engagement, are professionals whose work is governed by their professional standards and the scope of your Engagement Letter.

11.Term, termination, and suspension

11.1 Term

These Terms apply from the date you first accept them and continue for as long as you have an active engagement.

11.2 Termination for convenience

Unless your Engagement Letter says otherwise, either party may terminate your engagement at the end of the then-current Subscription Term by giving at least thirty (30) days’ written notice.

11.3 Termination for cause

Either party may terminate immediately on written notice if the other party (i) materially breaches these Terms and fails to cure within thirty (30) days after written notice, or (ii) becomes insolvent, files for bankruptcy, or ceases doing business.

11.4 Suspension

We may suspend the Services if your account is past due, you breach these Terms, or your use poses a security or legal risk. Where reasonable, we will give notice and an opportunity to cure first.

11.5 Effect of termination

On termination: (i) the Services end; (ii) you will pay all fees accrued before termination, including pass-through costs already incurred; (iii) you may request your files per Section 8.6; (iv) Naveh will hand over the compliance calendar and the status of any filings in progress so that nothing falls in the gap; and (v) provisions that by their nature should survive will survive (including Sections 7, 8, 9, 10, 12, 13, 14, 15, and 17).

12.Warranties and disclaimers

12.1 Mutual warranties

Each party represents that it has the authority to enter into these Terms and that doing so does not breach any other agreement.

12.2 Naveh warranty

Naveh warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Customer’s exclusive remedy for breach of this warranty is re-performance of the affected services.

12.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICES, AI OUTPUTS, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAVEH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. NAVEH DOES NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM BIAS.

13.Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Excluded damages. Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility.

Cap. Each party’s total cumulative liability arising out of or relating to these Terms will not exceed the fees paid by Customer to Naveh in the twelve (12) months immediately before the event giving rise to the claim.

Carve-outs. The exclusions and cap do not apply to: (i) Customer’s payment obligations; (ii) either party’s indemnification obligations; (iii) breaches of confidentiality with respect to the other party’s Confidential Information; or (iv) liability that cannot be excluded under applicable law.

These limitations are an essential basis of the bargain and apply even if a remedy fails of its essential purpose.

14.Indemnification

14.1 By Naveh

Naveh will defend Customer against third-party claims alleging that the Services, as provided by Naveh and used in accordance with these Terms, infringe a US patent, copyright, or trademark, and will pay damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, third-party or partner-delivered services, modifications not made by Naveh, or use of the Services in violation of these Terms.

14.2 By Customer

Customer will defend Naveh, its affiliates, and the Naveh Team against third-party claims arising from (i) Customer Data, including inaccurate or incomplete ownership or entity information supplied for filings, (ii) Customer’s breach of these Terms, (iii) Customer’s violation of law in any jurisdiction, or (iv) decisions made by Customer based on Deliverables, and will pay damages and costs finally awarded or agreed in settlement.

14.3 Process

The indemnified party will give prompt written notice, allow the indemnifying party to control defense and settlement, and provide reasonable cooperation. The indemnifying party will not settle a claim that imposes a non-monetary obligation on the indemnified party without consent.

15.Governing law and disputes

15.1 Governing law

These Terms are governed by the laws of the State of [Delaware], without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal resolution

Before filing any formal claim, the parties will attempt in good faith to resolve disputes through negotiation between senior representatives for at least thirty (30) days.

15.3 Binding arbitration

Except for claims for injunctive relief or in small-claims court, any dispute arising out of or relating to these Terms will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. Arbitration will be held in [city, state] before a single arbitrator, and may be conducted remotely by agreement given that Customers may be located outside the United States. The arbitrator’s award may be entered in any court of competent jurisdiction.

15.4 Class action waiver

To the maximum extent permitted by law, disputes will be resolved on an individual basis. You and Naveh waive any right to participate in a class, collective, or representative action.

15.5 Equitable relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16.Publicity

With Customer’s prior written consent (which may be by email), Naveh may identify Customer as a customer and use Customer’s name and logo in marketing materials. Either party may withdraw consent on written notice with reasonable lead time. Naveh does not publish client names without consent.

17.General

Entire agreement. These Terms, the Privacy Policy, the applicable Engagement Letter, and any referenced documents constitute the entire agreement between the parties on the subject matter and supersede all prior agreements.

Order of precedence. If terms conflict, the order is: (i) the Engagement Letter; (ii) these Terms; (iii) the Privacy Policy.

Modifications. Naveh may update these Terms by posting a revised version with a new “Last updated” date. Material changes will be notified by email at least thirty (30) days before they take effect for existing Customers. Continued use after the effective date means you accept the changes.

Assignment. Customer may not assign these Terms without Naveh’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations and is not a competitor of Naveh. Naveh may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Force majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor disputes, internet or utility outages, governmental action, and pandemics. This does not excuse payment obligations.

Notices. Notices to Naveh should be sent to hello@naveh.ai with a copy to [address]. Notices to Customer will be sent to the email on file.

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 to make it enforceable.

Waiver. A failure to enforce any provision is not a waiver of the right to do so later.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except that members of the Naveh Team are intended beneficiaries of the disclaimers and limitations in Sections 10, 12, 13, and 14.

Headings. Section headings are for convenience and have no legal effect.

18.Contact

[Naveh International, Inc.]

[address]

Email: hello@naveh.ai