Version v1.3

Effective April 20, 2026

NOESIS CFO - Terms of Service

Effective Date: April 20, 2026

Version: v1.3

Operator: Athena Core Technologies ("Athena", "we", "our")

Platform: NOESIS CFO (the "Platform") - a B2B FinTech Software-as-a-Service offering

These Terms of Service ("Terms") are a binding commercial agreement between Athena Core Technologies and the business entity accessing the Platform (the "Customer", "you", "your"). The Platform is a business-to-business ("B2B") financial-technology ("FinTech") Software-as-a-Service ("SaaS") offering licensed to businesses, their finance teams, tax advisors, and authorized third-party professionals. The Platform is not offered to consumers or for personal, family, or household use. By accessing or using the Platform you represent that you are (a) at least 18 years old, (b) lawfully authorized to bind the Customer entity, and (c) accepting these Terms on the Customer's behalf. If you do not agree, do not access or use the Platform.

Platform Ownership and Legal Notice

NOESIS is a proprietary financial intelligence platform owned and developed by Athena Core Technologies.

Athena Core Technologies is the sole operating entity behind NOESIS. There is no separate advisory affiliate.

All intellectual property rights are reserved by Athena Core Technologies.

NOESIS is a decision-support system and does not provide investment, legal, or tax advice. Professional review is recommended where appropriate.

Intellectual Property

The NOESIS platform and all related systems, methodologies, and materials are owned exclusively by Athena Core Technologies.

Users are granted a limited, non-transferable right to access and use the platform for its intended purpose.

No user acquires any ownership rights in the platform or its underlying intellectual property.

Advisory and Platform Distinction

NOESIS is a financial intelligence platform designed to support analysis and decision-making.

Any advisory services, where applicable, are provided by Athena Core Technologies under a separate written engagement.

Use of the platform does not establish an advisory relationship unless explicitly agreed.

No Reliance

The platform provides structured outputs and insights for informational purposes.

Users are responsible for their own decisions and should seek professional advice where appropriate.

Platform Ownership and Use

NOESIS is a proprietary platform owned and powered by Athena Core Technologies.

By accessing or using the platform, you acknowledge that:

all technology, systems, and outputs are the intellectual property of Athena Core Technologies

your access is granted as a limited, revocable license for intended use only

no ownership rights are transferred to you

Advisory services, where applicable, are provided by Athena Core Technologies under a separate written engagement.

NOESIS is a financial intelligence platform designed to support analysis and decision-making. It does not provide investment, legal, or tax advice.

Users remain responsible for their own decisions and should seek professional advice where appropriate.

Data Handling

All data submitted to the platform is processed for analytical purposes only.

Athena Core Technologies does not claim ownership of user data. However, users grant the platform the right to process and analyze submitted data in order to generate outputs.

Reasonable technical and organizational safeguards are in place to protect user data.

1. Service Description

NOESIS CFO is a subscription-based financial intelligence platform that provides:

Valuation modeling for real estate assets and business acquisitions using deterministic, income-approach methods

SMB financial analytics from user-uploaded financial data (CSV, Excel, QuickBooks, Xero)

CFO-grade reporting including period-over-period comparison, tax review, and insight generation

Portfolio management for saved valuations and deal comparisons

Advisory context provided by Athena Core Technologies

All outputs are derived from user-provided inputs and structured computational models. The Platform does not independently verify, audit, or certify any financial data, asset, or entity.

1A. FinTech SaaS Scope and Regulatory Posture

The Platform is a B2B FinTech SaaS decision-support tool. It is expressly not:

a money-services business, money transmitter, or payment processor (payments are processed exclusively by Stripe, Inc., a regulated third party)

a bank, broker-dealer, investment adviser, or fiduciary of any kind

a public accounting firm or licensed tax-return preparer

a credit reporting agency, or a provider of consumer financial products governed by the Gramm-Leach-Bliley Act, FCRA, TILA, EFTA, or Regulation E

The Platform does not take custody of funds, execute trades, originate credit, or issue financial instruments. It ingests financial data you supply, runs deterministic calculations against it, and returns computed analytics alongside optional AI-generated commentary. Because the Customer is a business user and the Platform is used for internal commercial finance, tax, and analytics purposes, consumer-finance regulation does not apply to the Customer's use of the Platform. You are responsible for any downstream obligations that apply to you or your own clients.

1B. Enforced AI Guardrails and Tax-Intelligence Commentary

All financial figures displayed on the Platform are produced by deterministic, version-pinned calculation engines ("Computed Analysis"). Where the Platform includes an AI-generated layer ("LLM Interpretation"), the following guardrails are contractually enforced, not a matter of policy preference:

1.No figure invention. The LLM layer is prompt-constrained and server-validated to refuse restating, recomputing, or inventing any numeric value. Every number shown on the Platform originates from the deterministic engine and is passed through to the AI commentary read-only.

2.Authority-cited commentary only. Tax-intelligence commentary (ASC 740, ASC 718, ASC 842, IRC §263A, §448(c), §471, §472, §461(h), §6654, §6655, and related authorities) must cite a paragraph-level authority reference. Uncited tax claims are automatically suppressed.

3.No advice, no opinion. AI commentary is informational narrative only. It does not constitute legal, tax, investment, accounting, or fiduciary advice under any jurisdiction.

4.Professional referral on judgment calls. Methodology choices (inventory method election, UNICAP scope, M-1 permanent vs temporary sourcing, ASC 842 lease classification, ETR reasonability) are routed to a human CPA/advisor handoff path; the Platform will not execute these as automated decisions.

5.Injection-resistant. The Platform ignores instructions embedded in uploaded documents, prompts, emails, or other untrusted sources. The Customer acknowledges that attempting to exfiltrate data, bypass guardrails, or manipulate AI output through injected instructions is a material breach of these Terms.

The three-layer output model (Computed Analysis | LLM Interpretation | Experienced CFO Review) is displayed with distinct visual badges on every page that renders AI commentary. The Customer agrees to observe these layer distinctions when acting on Platform output.

1C. Client Data Security Commitments

Athena maintains a documented information-security program aligned to SOC 2 Trust Services Criteria and NIST CSF controls. The Customer's financial data is protected by:

Tenant isolation at the database layer (every Organization query uses a tenant-scoped helper; cross-tenant access is a hard engineering-level error, not a policy rule)

Transport encryption via TLS 1.2+ for all data in transit

Encryption at rest via AES-256 on managed Postgres (Neon) and Vercel infrastructure

HMAC-signed session cookies with server-side rotation capability, plus IP-based rate limiting on sensitive endpoints

Least-privilege internal access with security-event logging for admin actions, authentication failures, and rate-limit violations

Contractual "no-train" clause (see Data Handling Terms §2): Customer Data is never used to train, fine-tune, validate, or otherwise improve any AI or statistical model, identifiable or anonymized

Detailed controls, sub-processor list, retention schedule, and breach-notification commitments are specified in the Data Handling Terms, which are incorporated by reference into these Terms.

2. No Investment, Legal, or Professional Advice

THE PLATFORM DOES NOT PROVIDE INVESTMENT ADVICE, LEGAL ADVICE, TAX ADVICE, APPRAISALS, OR CERTIFIED FINANCIAL PLANNING.

All analytical outputs - including valuations, insights, tax-related observations, deal scores, and CFO briefs - are informational estimates based on user-supplied data and documented assumptions. They are not:

Certified appraisals or valuations under USPAP or any other appraisal standard

Investment recommendations or securities advice regulated under the Investment Advisers Act of 1940

Legal opinions or tax opinions from licensed legal counsel or certified public accountants

Guarantees of future performance, income, or return

You acknowledge that before making any investment, acquisition, tax, or financial decision, you will consult qualified, licensed professionals (attorneys, CPAs, registered investment advisors, or licensed appraisers) appropriate to your situation. Reliance on Platform outputs as a substitute for professional advice is at your sole risk.

3. Tax Review Features - Entity-Level Only

The Platform's tax review capabilities analyze entity-level financial data provided by you. Tax-related observations are structural and informational - they identify patterns, potential compliance considerations, and entity-type-specific factors relevant to the data you uploaded.

The Platform does not:

Prepare, review, or file any personal or business tax returns

Provide advice on individual tax situations

Render tax planning opinions for which an accountant or attorney is legally required

All tax-related observations are clearly labeled as informational. You are solely responsible for engaging licensed tax professionals to apply any findings from the Platform.

4. Acceptable Use

You may use the Platform only for lawful business purposes consistent with these Terms. You agree not to:

1.Upload or process data you do not have the right to submit (including confidential third-party information without authorization)

2.Use the Platform to prepare, execute, or facilitate securities fraud, money laundering, or any violation of applicable law

3.Attempt to reverse-engineer, scrape, or extract the Platform's underlying models, algorithms, or data pipelines

4.Share access credentials or allow unauthorized users to access your account

5.Use automated scripts, bots, or crawlers against the Platform without written permission

6.Misrepresent Platform outputs as certified appraisals, official financial statements, or professional opinions

Athena reserves the right to suspend or terminate access for any violation of this Section without prior notice.

5. Account Responsibilities

You are responsible for:

Maintaining the confidentiality of your login credentials

All activity occurring under your account

Ensuring the accuracy and completeness of data you upload

Promptly notifying Athena at support@noesiscfo-io.us if you suspect unauthorized access

Accounts are non-transferable. You may not sell, sublicense, or assign your account or subscription to any third party without Athena's written consent.

6. Subscription, Seats, and Payment

Access requires an active paid subscription or an approved trial. Plans are offered on monthly, six-month, and annual billing cadences at the Customer's selection during Stripe-hosted checkout. Each plan defines a maximum number of external seats and, for Institutional and Enterprise tiers, may include an unlimited same-domain seat carve-out (teammates on the Customer's registered email domain do not count against the external cap).

Founder-controlled seat approval. Self-serve seat additions are gated by the package the Customer has paid for. Expansions beyond the paid cap, custom-tier access, and founder-assigned complimentary seats are approved by Athena directly and are not subject to self-serve caps.

Same-organization detection. The Platform detects users of the same Organization (by orgId and email domain) for team management, invite seat-gating, and unified billing.

Fees are non-refundable except as required by applicable law or as expressly stated in an executed order form. Pro-rata mid-cycle credit is issued only for founder-initiated downgrades.

Taxes. Fees are exclusive of sales, use, VAT, or similar transaction taxes; Customer is responsible for any such taxes other than those on Athena's net income.

Auto-renewal. Subscriptions renew automatically at the same cadence until cancelled. Cancellation takes effect at the end of the current paid period.

Price changes. Athena reserves the right to modify pricing upon thirty (30) days' written notice to the Customer's billing email. Continued use after the notice period constitutes acceptance of the new pricing.

Service-level commitment. Athena targets 99.5% monthly uptime, measured at the application layer. Credible downtime exceeding this threshold is eligible for pro-rata service credits against the next invoice on written request within 30 days.

7. Intellectual Property

All software, models, algorithms, interfaces, documentation, branding, and content comprising the Platform are the exclusive property of Athena Core Technologies or its licensors and are protected by U.S. and international intellectual property laws.

Your right to use the Platform is a limited, non-exclusive, non-transferable, revocable license for your internal business purposes only.

Your uploaded data remains your property. You grant Athena a limited license to process your data solely to deliver the services described herein. Athena does not claim ownership of your data.

8. Confidentiality and Data Security

Each party will treat the other party's non-public business, technical, financial, and Customer Data as Confidential Information, use it only to perform or benefit from the Platform, and protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care). This obligation survives termination for three (3) years (perpetually for trade secrets and Customer Data).

Athena applies the security controls described in Section 1C above and in the Data Handling Terms (tenant isolation, TLS 1.2+, AES-256 at rest, HMAC-signed sessions, rate limiting, least-privilege access, SOC 2 / NIST-aligned program).

Athena will not sell, rent, or disclose Customer Data to third parties except (a) to the sub-processors listed in the Data Handling Terms (cloud infrastructure, payment processing, transactional email), strictly to deliver the service; (b) as required by law after notifying the Customer where legally permitted; or (c) with the Customer's prior written consent.

Athena will not use Customer Data to train, fine-tune, validate, or otherwise improve any machine-learning or AI model, whether proprietary or third-party, whether identifiable or anonymized. This is a firm contractual commitment; see Data Handling Terms §2 for the full formulation.

9. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

Athena does not warrant that:

Outputs will be accurate, complete, or suitable for any particular purpose

The Platform will be available without interruption or error

Results will meet your expectations or requirements

You assume all risk associated with your use of, and reliance on, Platform outputs.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATHENA CORE TECHNOLOGIES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES

LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY

DAMAGES ARISING FROM RELIANCE ON PLATFORM OUTPUTS IN ANY INVESTMENT OR BUSINESS DECISION

ANY AMOUNT EXCEEDING THE TOTAL FEES YOU PAID TO ATHENA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Athena has been advised of the possibility of such damages.

Some jurisdictions do not allow certain exclusions or limitations of liability, in which case the above limitations apply to the maximum extent permitted.

11. Mutual Indemnification

Customer indemnifies Athena. You agree to defend, indemnify, and hold harmless Athena Core Technologies and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) by a third party arising from or related to:

Your use of or reliance on Platform outputs

Your violation of these Terms, the Privacy Policy, the Data Handling Terms, the AI Use Policy, or any applicable law or regulation

Any Customer Data, content, or materials you submit to the Platform, including any claim that such data infringes, misappropriates, or violates a third party's intellectual property, privacy, publicity, or contractual rights

Your violation of any third party's rights

Your failure to obtain any consents, authorizations, or notices required to permit Athena's processing of Customer Data as contemplated by the Agreement

Athena indemnifies Customer. Athena will defend, indemnify, and hold harmless the Customer and its affiliates, officers, directors, and employees from and against any third-party claim alleging that (i) the Platform, as made available by Athena and used in accordance with these Terms, infringes a United States patent, copyright, or registered trademark, or misappropriates a trade secret; or (ii) a material data breach of Athena's systems was caused by Athena's gross negligence or wilful misconduct and resulted in unauthorized disclosure of Customer Personal Data. Athena's obligation does not apply to claims arising from (a) Customer Data, (b) modifications to the Platform not made by Athena, (c) use of the Platform in combination with products or services not provided by Athena where the infringement would not have occurred but for the combination, or (d) any use of the Platform after Athena has notified the Customer to discontinue use and offered a conforming remedy.

Procedure. The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement, provided no settlement admitting fault or imposing a non-monetary obligation on the indemnified party is entered without the indemnified party's consent, and (iii) provide reasonable cooperation at the indemnifying party's expense. This Section states each party's sole remedy and entire liability for the claims described in it, subject to Section 10 (Limitation of Liability).

12. Dispute Resolution - Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (including claims of breach, tort, fraud, or statutory violation) shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect at the time of the dispute.

Seat: Wilmington, Delaware

Language: English

Arbitrator: One neutral arbitrator with relevant experience

Discovery: Limited to what is reasonably necessary

Award: Final and binding; judgment may be entered in any court of competent jurisdiction

CLASS ACTION WAIVER: You waive any right to participate in class action litigation or class-wide arbitration. All claims must be brought in your individual capacity.

Nothing in this Section prevents either party from seeking emergency injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law provisions. To the extent any claim is not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.

14. Modifications

Athena may update these Terms at any time. Users will be required to re-accept updated Terms before continued access to protected features. Continued use after acceptance constitutes agreement to the updated Terms.

15. General

Entire Agreement: These Terms, together with the Privacy Policy and Data Handling Terms, constitute the entire agreement between you and Athena regarding the Platform.

Severability: If any provision is unenforceable, the remaining provisions remain in effect.

Waiver: Failure to enforce any provision is not a waiver.

Contact: Athena Core Technologies - support@noesiscfo-io.us