FOLIO — TERMS MCP CONNECTOR SUPPLEMENT

Terms of Service.

MCP Connector.

Supplementary to the FinHelm general Terms of Service published at finhelm.ai/terms. In the event of conflict with respect to the MCP connector, these Terms control.

Effective III May MMXXVI · Last Updated III May MMXXVI

These Terms of Service (the “Terms”) govern your access to and use of FinHelm’s Model Context Protocol (MCP) connector for AI clients (the “Service”), developed and operated by FinHelm Corp, a Tennessee corporation (“FinHelm,” “we,” “us,” or “our”). The Service is offered as part of, and is supplementary to, FinHelm’s broader product offerings governed by the FinHelm general Terms of Service published at finhelm.ai/terms (the “General Terms”). In the event of a conflict between these Terms and the General Terms with respect to the Service, these Terms control.

By installing, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not install, access, or use the Service.

SECTION IDefinitions

1.1 · “Service” means the FinHelm Model Context Protocol (MCP) connector for AI clients, including any associated documentation, tools, software, and updates.

1.2 · “User” or “you” means the individual or entity that has registered an Account and that accesses or uses the Service. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

1.3 · “AI Client” means any Model Context Protocol-compatible artificial intelligence client (including, without limitation, Claude.ai operated by Anthropic, PBC) through which you invoke the tools exposed by the Service.

1.4 · “ERP Provider” means a third-party financial system to which the Service connects on your behalf, including, as of the Effective Date, QuickBooks Online (Intuit Inc.), DualEntry, and Rillet, and such additional providers as may be listed at the FinHelm MCP connector from time to time.

1.5 · “Output” means any data, analysis, narrative, score, distribution, or other artifact returned by the Service in response to a tool invocation, including without limitation Uncertainty Exposure Score™ values, Monte Carlo simulation results, variance analyses, and AI-generated narratives.

1.6 · “Account” means the user account registered with FinHelm via AWS Cognito and associated with these Terms.

1.7 · “Documentation” means the public documentation for the Service, currently published at the FinHelm MCP connector, as it may be updated.

SECTION IIService Description

2.1 · What the Service does. The Service exposes a defined set of tools (functions) over the MCP protocol that an AI Client may invoke on your behalf after you complete authentication. The tools enable the AI Client to fetch limited financial data from a connected ERP Provider and to receive Probabilistic Finance™ analysis (including UES™ scores and Monte Carlo results) computed by FinHelm’s servers.

2.2 · What the Service does not do. The Service does not initiate financial transactions. It does not move money. It does not modify your accounting records or post journal entries. It does not provide professional accounting, tax, audit, financial-advisory, or legal advice. It does not replace your CPA, controller, CFO, auditor, or any other licensed professional.

2.3 · MCP-specific architecture. The Service is delivered over the MCP protocol and is invoked by an AI Client of your choice. Tool calls flow from the AI Client to the Service’s HTTPS endpoint over an authenticated session secured by a bearer token issued by FinHelm following sign-in. FinHelm does not control the AI Client. Your use of any AI Client is governed by that AI Client’s own terms and privacy policy, which you should review before connecting.

2.4 · Updates and changes. FinHelm may add, modify, deprecate, or remove tools, ERP Providers, and capabilities at any time. We will use reasonable efforts to provide advance notice of material removals via the Documentation or by email.

SECTION IIILicense Grant

Subject to your compliance with these Terms, FinHelm grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes. No other rights are granted by implication, estoppel, or otherwise.

SECTION IVUser Responsibilities

4.1 · Legitimate use. You will use the Service only for lawful business purposes consistent with these Terms and the Documentation.

4.2 · Credential security. You are responsible for maintaining the confidentiality of your Account credentials and any bearer tokens, OAuth tokens, or other credentials issued in connection with the Service. You will notify FinHelm promptly of any suspected unauthorized access.

4.3 · ERP authorization. You represent and warrant that you are authorized to grant the Service access to each ERP Provider you connect, and that doing so will not violate any agreement between you and that ERP Provider, your employer, or any third party.

4.4 · Accurate information. You will provide and maintain accurate Account information.

4.5 · Outputs are estimates. You acknowledge that Outputs are probabilistic estimates produced by statistical and AI methods, are not warranted for accuracy, and must be reviewed by a qualified professional before being used for any material business, financial, regulatory, or legal decision.

SECTION VAcceptable Use Policy

You will not, and will not permit any third party to:

5.1 · reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or architecture of the Service, except to the extent expressly permitted by applicable law notwithstanding this limitation;

5.2 · scrape, harvest, or extract data from the Service by means other than the documented MCP tools and their intended use;

5.3 · conduct security or penetration testing of the Service without prior written consent from FinHelm;

5.4 · use the Service to engage in, facilitate, or conceal illegal financial activity, including without limitation money laundering, tax evasion, securities fraud, or violations of sanctions laws;

5.5 · grant any third party access to the Service, including by sharing credentials or tokens, except as expressly permitted in writing by FinHelm;

5.6 · interfere with, disrupt, or impose unreasonable load on the Service, including by sending requests at a rate that materially exceeds typical individual or organizational use;

5.7 · use the Service to develop, train, or fine-tune any product, model, or service that competes with FinHelm or its products; or

5.8 · remove, obscure, or alter any proprietary notices in the Service or its Outputs.

SECTION VIIntellectual Property

6.1 · FinHelm IP. FinHelm and its licensors own all right, title, and interest in and to the Service, the Documentation, the architecture, the algorithms (including the Monte Carlo engine, the UES™ formula, and the Reflection Engine™), the trademarks (including Probabilistic Finance™, Uncertainty Exposure Score™, UES™, UA-FP&A™, FinHelm Clarity™, and FinHelm Platform™), and all underlying technology and improvements thereto.

6.2 · Your data. As between you and FinHelm, you own your data, including the data residing in your ERP Provider that the Service accesses on your behalf. You grant FinHelm a limited license to access, transmit, and process such data solely as necessary to provide the Service.

6.3 · License to Outputs. Subject to your continued compliance with these Terms and any applicable subscription, FinHelm grants you a non-exclusive, non-transferable, royalty-free license to use Outputs for your internal business purposes. You may not resell, redistribute, or commercially exploit Outputs without FinHelm’s prior written consent.

6.4 · Feedback. If you provide feedback, suggestions, or ideas about the Service, FinHelm may use them without restriction or compensation.

SECTION VIIThird-Party Services

7.1 · AI Client. Claude.ai (operated by Anthropic, PBC) is the primary AI Client supported as of the Effective Date. Other MCP-compatible AI Clients may be supported. Your use of any AI Client is governed by that AI Client’s own terms and privacy policy, and your relationship with the operator of the AI Client is independent of your relationship with FinHelm.

7.2 · ERP Providers. ERP Providers, including QuickBooks Online (Intuit Inc.), DualEntry, and Rillet, are independent third parties. Your use of each ERP Provider is governed by its own terms, and your relationship with each ERP Provider is independent of your relationship with FinHelm. FinHelm is not responsible for the availability, accuracy, or completeness of data within any ERP Provider, nor for any action or omission of any ERP Provider.

7.3 · No endorsement. Reference to any third party in the Service or Documentation does not imply endorsement by FinHelm of that third party, nor by that third party of FinHelm, except where expressly stated in writing.

SECTION VIIIData Handling

8.1 · Privacy Policy. Data handling under these Terms is governed by the FinHelm Privacy Policy at finhelm.ai/privacy, which is incorporated by reference.

8.2 · Zero data custody. Consistent with the Privacy Policy, raw ERP data accessed in service of a tool call is processed in transient memory only and is not persisted on FinHelm’s servers. Outputs may be persisted as described in the Privacy Policy.

8.3 · OAuth tokens. ERP and MCP connector OAuth tokens are stored encrypted at rest using AWS Key Management Service customer-managed keys, are never transmitted to the browser, and are deleted immediately upon disconnection or Account closure.

8.4 · Audit logging. FinHelm maintains audit logs of tool invocations (tool name, Account identifier, timestamp, response status) for security and operational purposes, retained as described in the Privacy Policy.

SECTION IXDisclaimers

9.1 · AS-IS. THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINHELM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

9.2 · NOT FINANCIAL, LEGAL, OR TAX ADVICE. OUTPUTS ARE PROBABILISTIC ESTIMATES PRODUCED BY STATISTICAL AND AI METHODS. THEY ARE NOT FINANCIAL ADVICE, LEGAL ADVICE, ACCOUNTING ADVICE, AUDIT OPINIONS, TAX ADVICE, OR INVESTMENT RECOMMENDATIONS. THEY DO NOT SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A CPA, CONTROLLER, CFO, AUDITOR, ATTORNEY, OR OTHER QUALIFIED PROFESSIONAL.

9.3 · THIRD PARTIES. FINHELM DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO ANY THIRD-PARTY SERVICE, INCLUDING ANY AI CLIENT AND ANY ERP PROVIDER.

SECTION XLimitation of Liability

10.1 · CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINHELM’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO FINHELM FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10.2 · EXCLUSIONS. IN NO EVENT WILL FINHELM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 · ESSENTIAL BASIS. THE LIMITATIONS IN THIS SECTION 10 ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SECTION XIIndemnification

11.1 · By you. You will defend, indemnify, and hold harmless FinHelm and its officers, directors, employees, and agents from and against any third-party claim arising out of or related to: (a) your breach of these Terms; (b) your violation of any law or third-party right; (c) your authorization of access to any ERP Provider in violation of an agreement with that ERP Provider or with a third party; or (d) your use of any Output in a manner not contemplated by these Terms.

11.2 · By FinHelm. FinHelm will defend, indemnify, and hold harmless you from and against any third-party claim alleging that the Service, when used in accordance with these Terms and the Documentation, infringes a U.S. patent, copyright, or trademark, or misappropriates a U.S. trade secret. FinHelm’s obligation under this Section 11.2 will not apply to any claim arising from (i) your use of the Service in combination with products or services not provided by FinHelm, (ii) modifications to the Service not made by FinHelm, or (iii) Outputs used in violation of these Terms.

11.3 · Procedure. The indemnified party will promptly notify the indemnifying party of any claim, give the indemnifying party sole control of defense and settlement, and provide reasonable cooperation. The indemnifying party will not settle any claim that imposes any obligation on the indemnified party without the indemnified party’s prior written consent.

SECTION XIITerm and Termination

12.1 · Term. These Terms become effective when you first access or use the Service and continue until terminated as set forth herein.

12.2 · Subscription. Where the Service is offered on a subscription basis, the subscription term and renewal terms are as stated at point of purchase or in an applicable order form.

12.3 · Termination for breach. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure within ten (10) days of written notice (or, for breaches that cannot be cured, immediately).

12.4 · Termination for convenience. You may terminate these Terms at any time by closing your Account. FinHelm may terminate these Terms or suspend the Service for convenience upon thirty (30) days’ written notice.

12.5 · Effect of termination. Upon termination: (a) your license to use the Service ends immediately; (b) FinHelm will delete OAuth tokens and bearer tokens associated with your Account; (c) FinHelm will delete or anonymize Account data and Outputs in accordance with the retention schedule in the Privacy Policy; and (d) Sections 1, 6, 8, 9, 10, 11, 14, 15, 16, 17, and 18 survive.

SECTION XIIIModifications

FinHelm may modify these Terms from time to time. We will provide notice of material changes by posting the updated Terms with a new “Last Updated” date and by sending an email notice to the address associated with your Account. Material changes take effect thirty (30) days after notice. Continued use of the Service after the effective date constitutes acceptance.

SECTION XIVGoverning Law

These Terms are governed by the laws of the State of Tennessee, U.S.A., without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

SECTION XVDispute Resolution

15.1 · Good-faith negotiation. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute by negotiation between executives with authority to settle, for a period of at least thirty (30) days following written notice of the dispute.

15.2 · Binding arbitration. Any dispute not resolved under Section 15.1 will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration is Davidson County, Tennessee. The arbitration will be conducted in English by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

15.3 · Equitable relief. Notwithstanding Section 15.2, either party may seek injunctive or other equitable relief in a court of competent jurisdiction in Davidson County, Tennessee, to protect intellectual property or confidential information.

SECTION XVIClass Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative or class proceeding.

SECTION XVIISeverability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

SECTION XVIIIEntire Agreement

These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between you and FinHelm with respect to the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

SECTION XIXContact

FinHelm Corp
Attn: Legal
Email: privacy@finhelm.ai

FOLIO — INVITATION · LEGAL CORRESPONDENCE

Read closely. Ask anything.

These Terms govern your use of the MCP connector. For commercial discussions, partner agreements, or counsel-to-counsel correspondence, write to legal.