Terms of Service

1.1Who is contracting

These Terms of Service (the "Terms") form a binding agreement between Dexcon Capital LLC, a Florida limited liability company doing business as FiscalOS ("FiscalOS," "we," "us," or "our"), and the person or entity that creates a FiscalOS account or uses the Service ("you," "your," or "Customer"). FiscalOS is a registered fictitious name; the contracting party is Dexcon Capital LLC.

The Terms incorporate the Privacy Policy and any order, plan confirmation, or written agreement we sign with you. Where a signed agreement conflicts with these Terms, the signed agreement controls for that customer.

1.2Acceptance, authority, and eligibility

You accept the Terms by creating an account, accepting an invitation to a workspace, or using the Service. If you accept on behalf of a company or other entity, you represent that you are at least 18 years old, that you have authority to bind that entity, and that "you" refers to that entity. Do not use the Service if you cannot make those representations.

You may not use the Service if you are barred from doing so under applicable law, including United States export controls and economic sanctions, or if we have previously terminated your access.

4.1Account security

You are responsible for everything that happens under your credentials and within your Workspace. Use a unique passphrase, enable two-factor authentication, keep credentials confidential, and do not share a login. Notify us promptly at the security address in Notices if you suspect unauthorized access.

4.2Roles and administrator authority

FiscalOS assigns each member of a Workspace one role — owner, administrator, accountant, clerk, or viewer — which determines what that person may view, prepare, approve, post, export, or administer. You are responsible for assigning roles appropriately, for configuring approval policies including any dual-control requirement, and for removing access promptly when someone leaves.

An owner or administrator can access, export, modify the configuration of, and erase the Workspace, and can act on behalf of the Workspace with us. If your Workspace was created for you by an employer or an accounting firm, that organization controls it and may exercise those rights over information associated with your use.

4.3Your obligations for the records you keep in FiscalOS

• Accuracy. You are responsible for the accuracy, completeness, and legality of Customer Data, and for reviewing what you approve. We do not verify your records against reality.
• Authority to supply. You represent that you have the right to put Customer Data into the Service, including any personal information about your customers, vendors, employees, and contractors, and that you have provided any notice and obtained any consent that law requires.
• Your own copies. Export your data regularly and keep independent copies of records you are required to retain. The Service is not a substitute for your own backup and retention practice.
• Review and reconciliation. You remain responsible for reconciling accounts, reviewing period-end results, and confirming figures before you file, report, or distribute them.
• Tax and employment obligations. Determining and meeting your tax, payroll, withholding, deposit, reporting, and employment obligations is yours alone, whatever the Service prepares or reminds you of.

5.1Early access

The Service is currently offered in Early Access without charge and without a payment card. During Early Access the Service is provided as-is, features may be added, changed, limited, or removed, and defects are expected. Do not rely on Early Access as your sole system of record, and export your data regularly.

Prices published on our pricing page are the prices we intend to charge at launch. They are disclosed early so nothing surprises you, and they are not an offer or a commitment. We will confirm your plan and price with you before any billing begins.

5.2Plans, billing, and automatic renewal

When paid plans begin, the following applies to your subscription:

• Term and renewal. Subscriptions are sold per Workspace for a monthly or annual term and renew automatically for successive terms at the then-current price until cancelled. We will disclose the price, billing frequency, and renewal terms clearly before you subscribe.
• Charges. Fees are billed in advance in United States dollars through our payment processor. You authorize us to charge your selected payment method for each term and for any usage-based capability you exceed the included allowance for, such as live voice minutes.
• Price changes. We may change prices for a future renewal term with at least 30 days' notice before the renewal date. If you do not accept the new price, cancel before renewal.
• Cancellation. You can cancel at any time in Settings → Billing, without calling or emailing anyone. Cancellation takes effect at the end of the current paid term, and you keep access until then.
• Refunds. Fees are non-refundable except where required by law. We do not provide refunds or credits for partial terms, unused capacity, or periods in which you did not use the Service. Nothing here waives a right you cannot waive under the law of your state.
• Non-payment. If a charge fails, we may retry, notify you, and — after a reasonable cure period — suspend the Workspace. We will preserve your data during suspension for the period described in Suspension, termination, and your data afterward.
• Taxes. Prices exclude sales, use, VAT, GST, and similar taxes. You are responsible for those, other than taxes on our net income. Provide a valid exemption certificate if one applies.
• Additional workspaces. Your first organization is included. Each additional organization requires an active paid entitlement, reserved before the workspace is created and bound to it before use.

6.1You own your data

You retain all right, title, and interest in Customer Data. We claim no ownership of it. We do not sell it, we do not use it to advertise to you, and we do not use it to train, fine-tune, or improve any AI model.

You grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, index, display, and process Customer Data solely to provide, secure, and support the Service for you, and to comply with law. That license exists so the Service can function; it ends when the data is deleted, except for copies retained in backups until they cycle out or where law requires retention.

6.2Our processing role and data protection

For Customer Data you are the controller or business and we are the processor or service provider, acting on your documented instructions. Your instructions are the configuration you choose and the actions you and your Users take in the Service. We will not retain, use, or disclose Customer Data for any purpose other than providing the Service, except as law requires. The Privacy Policy describes our safeguards, our subprocessors, and how we assist you with data-subject requests, and is incorporated here. Where the GDPR applies to your use, that policy together with these Terms constitutes our data processing agreement; we will execute Standard Contractual Clauses on request.

Where the Service processes tax return information, we handle it in accordance with IRC §7216 and its regulations as described in the Privacy Policy. Your agreement to these Terms is not consent to disclose or use tax return information beyond providing the Service, and we will never treat it as such.

6.3Aggregated and de-identified data

We may generate and use aggregated, de-identified statistics about how the Service is used — error rates, latency, feature adoption, and similar operational measures — to run and improve the Service. Such statistics contain no personal information, no financial amounts from your records, and nothing that identifies you or your Workspace, and we will not attempt to re-identify them.

6.4Append-only accounting history

Posted journal entries and journal lines in FiscalOS cannot be updated or deleted, by you or by us. Corrections are made by reversal entries, so the history remains complete and auditable, and a hash chain makes tampering detectable. Company erasure anonymizes personal information but preserves that accounting history. You accept this design, and you accept that a request to delete posted accounting records cannot be satisfied.

7.1AI prepares; an authorized person decides

Maya may read your records and prepare work. When Maya prepares something that would change your records, it is stored as a Proposal in a pending state. A Proposal has no accounting effect. An authorized User must approve it, at which point the server re-validates the stored payload under your Workspace's controls and applies it as that person's action, recording both the Proposal and the approver.

Approving a Proposal makes it your entry. You are responsible for reviewing what you approve, for the resulting records, and for anything you file, report, or distribute based on them. Approval by a User with authority is your act, not ours.

7.2AI output, accuracy, and your reliance

Maya is a probabilistic system built on third-party foundation models. It can be incomplete, outdated, or wrong, including about accounting treatment, tax rules, thresholds, and amounts, and different sessions may produce different answers to the same question. Citations support a general explanation and do not account for facts you have not supplied. Verify anything material.

You are interacting with an artificial-intelligence system whenever you use Maya chat or a Maya call, and we disclose that in the interface. Live voice transmits your microphone audio for processing while a call is active. You are responsible for the consent of anyone else audible during a call; several states, including Florida, require the consent of every party. See the Privacy Policy.

We make no representation that AI output is unique to you, and comparable output may be generated for others. To the extent we hold any rights in output generated for you, we assign them to you, subject to our retained rights in the Service itself.

7.3Do not circumvent the approval gate

You may not attempt to make Maya, an integration, a script, or any automation post accounting entries without human approval, bypass role gates or approval policies, or approve on behalf of another person without authority. The approval gate is a control, not a convenience, and interfering with it is a material breach.

9.1Services you choose to connect

You may connect Third-Party Services such as a bank aggregation provider, a payment processor, or another accounting system. Each connection is your choice, is governed by that provider's own terms and privacy policy, and authorizes the exchange of data you specify. We are not responsible for a Third-Party Service, its availability, its accuracy, its fees, or its handling of your data, and a change on their side may break a feature on ours.

Imported data is staged for your review and is never posted to your ledger automatically. No external provider can post to your ledger. Bank connections are read-only; FiscalOS cannot move money.

9.2Portals, links, and documents you send

When you send an invoice, statement, payslip, 1099 workpaper, or portal link, the recipient can access the information in it through a scoped token. Treat those links as sensitive, send them to the right person, and revoke a portal when the relationship ends. You are responsible for what you disclose to a recipient and for the lawfulness of that disclosure.

13.1How the agreement ends

• By you. Cancel your subscription in Settings → Billing, or close your account or Workspace in Settings → Privacy & data, at any time.
• By us for cause. We may suspend or terminate for material breach that you do not cure within 15 days of notice, for non-payment after a reasonable cure period, or immediately where continued access presents a security, legal, or fraud risk to us, another customer, or a third party.
• By us for convenience. During Early Access, and for any free plan, we may terminate with 30 days' notice. For a paid subscription, we may terminate for convenience at the end of the then-current term with 30 days' notice, and will refund prepaid fees for any period after termination.

13.2What happens to your data

Export before you go. An owner or administrator can download a full machine-readable export at any time, and should do so before closing a Workspace.

Where the agreement ends without your using the erase control — because you cancelled, or because we terminated — we retain Customer Data in an inaccessible state for 30 days so you can request reactivation or a final export, then delete or anonymize it in the ordinary course, subject to backups cycling out and to records we must keep by law.

Where you use Erase and close the company yourself, erasure runs immediately and there is no 30-day window. Erasure anonymizes personal information but preserves the append-only accounting history described in Append-only accounting history. Export first.

Termination does not relieve you of fees already accrued. Provisions that by their nature should survive do survive, including definitions, your data ownership, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and the general provisions.

17.1Governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and by applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration agreement below, the state and federal courts located in Hillsborough County, Florida, have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

17.2Talk to us first

Most disputes can be resolved without a proceeding. Before starting arbitration or a lawsuit, send a written notice of dispute to [email protected] with "Legal notice" in the subject line, describing the claim, the relief sought, and your account details. The parties will attempt in good faith to resolve it for 60 days from receipt. This step is a condition precedent to arbitration, and the limitations period is tolled while it runs.

17.3Binding individual arbitration

If the informal process does not resolve the dispute, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Tampa, Florida, in English. The Federal Arbitration Act governs this agreement to arbitrate. The arbitrator decides all issues except those reserved below, including the scope and enforceability of this arbitration agreement, and may award any relief a court could award to that individual claimant. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own fees and costs unless the arbitrator awards otherwise; where a claim is small, we will consider paying the filing fee on request.

Class-action waiver. Arbitration and any court proceeding will be conducted only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, coordinated, mass, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding. If this waiver is held unenforceable as to a particular claim, that claim, and only that claim, will proceed in court, and the remainder of the arbitration agreement will remain in effect.

Jury-trial waiver. To the extent a dispute proceeds in court, each party knowingly and voluntarily waives any right to a trial by jury.

Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect its intellectual property, confidential information, or the security of the Service, without first completing the informal process.

How to opt out. You may reject this arbitration agreement by sending written notice to [email protected] with the subject "Arbitration opt-out," including your name, account email, and a statement that you decline arbitration, within 30 days after you first accept these Terms. Opting out affects nothing else in these Terms, and we will not retaliate for it. If we materially change this section in the future, you may reject the change within 30 days of notice, and the prior version will continue to apply to you.