Terms of Service

‍Last Updated: March 25, 2026

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1. ACCEPTANCE OF TERMS

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These Terms of Use (“Terms”) govern your access to and use of theservices provided by Spendly, Inc. d/b/a “Spendly” (“Spendly,” “we,” “us,” or“our”), including our website located at www.getspendly.com and any related applications, platforms, or services (collectively, the“Services”).

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By accessing or using the Services, you agree to be bound by these Terms,our Privacy Policy, and any applicable order forms, subscription agreements, orother commercial agreements (collectively, the “Agreement”).

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If you do not agree to these Terms, you may not access or use theServices.

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2. DESCRIPTION OF SERVICES

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Spendly provides a business expense optimization platform that helpsorganizations identify, analyze, and reduce operating costs.

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Our Services include

• Bill Intelligence, our subscription-based, AI-driven expense analysis and recommendation service; and;
• Optional vendor engagement and negotiation services, where we assist in identifying savings     opportunities and communicating with vendors on your behalf (with your authorization).
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3. BILL INTELLIGENCE
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Bill Intelligence is Spendly’s subscription-based software service that analyzesuser-provided data, including billing data, expense data, contracts, vendorinformation, and related business information.

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Bill Intelligence may provide:

• Expense categorization and analysis
• Suggested actions and insights
• Benchmarking and pricing insights    
• Identification of cost-saving opportunities
• Recommendations for vendor optimization or renegotiation
 

Important Disclaimers
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Bill Intelligence is provided for informational and business support purposes only.

• We do not guarantee cost savings, improved vendor terms, or any specific business outcome
• Outputs may be incomplete, inaccurate, or outdated.
• AI outputs are probabilistic in nature and may not reflect real-world pricing, contractual terms, or vendor behavior.
• You are solely responsible for reviewing and validating all outputs before acting on them.
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4. AUTHORIZATION TO ACT ON YOUR BEHALF(OPTIONAL)

If you elect to use Spendly’s vendor engagement or negotiation services, you authorize Spendly to act as your limited agent solely for:

• Communicating with third-party vendors
• Requesting billing or contract information
• Facilitating cost optimization discussions
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This authorization:

• Applies only to vendor categories you designate
• Does not allow Spendly to:
  
  • Enter into contracts on your behalf
  • Terminate service
  • Incur charges without your express written approval

You may revoke this authorization at any time by written notice.
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5. SUBSCRIPTIONS AND BILLING
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Certain Services, including Bill Intelligence, are provided on asubscription basis.
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By purchasing a subscription, you agree to:

• Pay all applicable fees as set forth in your order form or agreement
• Authorize Spendly to charge your payment method on a recurring basis
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Auto-Renewal
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Subscriptions automatically renew for successive terms unless canceled prior to the renewal date.
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Fees and Payments

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All fees are due in advance and are non-refundable, except asrequired by law or expressly stated otherwise.

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Price Changes

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We may modify subscription pricing with reasonable notice. Continued useof the Services after such changes constitutes acceptance.

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Suspension for Non-Payment

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We reserve the right to suspend or terminate access to the Services forfailure to pay fees when due.

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6. COMMERCIAL TERMS
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Your use of certain Services may be governed by a separate agreement,including:

• Subscription agreement
• Order form
• Savings share agreement
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These agreements govern pricing, billing, term, and service scope.
In the event of a conflict, the separate agreement controls.
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7. ELIGIBILITY
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You must be at least 18 years old to use the Services.
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If you are using the Services on behalf of a company, you represent that you have authority to bind that entity to these Terms.
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8. USER ACCOUNTS
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To access certain features, you may be required to create an account.
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You agree to:

• Provide accurate and complete information
• Maintain the security of your credentials
• Be responsible for all activity under your account
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9. USER DATA AND CONTENT
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You may provide data, documents, and other content (“User Content”) tothe Services.

You retain ownership of your User Content.
You grant Spendly a limited, non-exclusive license to:

• Use, process, and analyze your data
• Provide, maintain, and improve the Services
• Generate insights and outputs
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You represent that you have all necessary rights to provide such data.

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10. CONFIDENTIALITY

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We will use commercially reasonable efforts to protect the confidentiality of your non-public information.

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We will not disclose your confidential information except:

• As necessary to provide the Services
• As required by law
• As permitted by our Privacy Policy
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11. ACCEPTABLE USE
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You agree not to:

• Use the Services for unlawful purposes

• Upload false, misleading, or infringing content
• Attempt unauthorized access to systems or data
• Interfere with or disrupt the Services
• Reverse engineer or copy the platform
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12. THIRD-PARTY SERVICES
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The Services may reference or interact with third-party vendors orservices.

Spendly:

• Does not control or guarantee third-party services
• Is not responsible for third-party actions or outcomes
• Does not endorse any vendor unless explicitly stated
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13. SERVICE AVAILABILITY
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We may modify, suspend, or discontinue any part of the Services at anytime without liability.

We do not guarantee uptime, availability, or uninterrupted access.
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14. INTELLECTUAL PROPERTY
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All rights in the Services, including software, design, and content(excluding User Content), are owned by Spendly.
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You are granted a limited, non-exclusive, revocable license to use theServices.

You may not:

• Copy, modify, or distribute the Services
• Reverse engineer or attempt to extract source code
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15. ARTIFICIAL INTELLIGENCE DISCLAIMER
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The Services, including Bill Intelligence, may use artificialintelligence (“AI”).
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AI Limitations
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AI outputs may:

• Contain errors or inaccuracies
• Be incomplete or outdated
• Reflect biases or incorrect assumptions
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User Responsibility
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You are solely responsible for:

• Reviewing and validating AI outputs
• Any decisions made based on those outputs
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No Guarantee
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Spendly does not guarantee that AI-generated insights will result in:

• Cost savings
• Improved vendor terms
• Any measurable outcome
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16. DISCLAIMER OF WARRANTIES
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THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPENDLY DISCLAIMS ALL WARRANTIES,INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR RELIABILITY
  

We do not guarantee that the Services will be uninterrupted orerror-free.
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17. LIMITATION OF LIABILITY
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TO THE MAXIMUM EXTENT PERMITTED BY LAW:
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SPENDLY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, ORCONSEQUENTIAL DAMAGES, INCLUDING:

• LOSS OF PROFITS
• LOSS OF DATA
• BUSINESS INTERRUPTION
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IN ALL CASES, SPENDLY’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAIDBY YOU IN THE PRIOR SIX (6) MONTHS.
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18. INDEMNIFICATION

You agree to indemnify and hold harmless Spendly and its affiliates fromany claims arising from:

• Your use of the Services
• Your violation of these Terms
• Your User Content
• Your reliance on AI outputs
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19. COMPLIANCE WITH LAWS
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You agree to use the Services in compliance with all applicable laws andregulations.
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20. TERMINATION
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We may suspend or terminate your access at any time for any reason.
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You may stop using the Services at any time.
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Upon termination:

• Your access will cease
• Certain provisions will survive, including liability and indemnification
  

21. MODIFICATIONS
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We may update these Terms at any time.
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Changes become effective upon posting.
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Continued use of the Services constitutes acceptance.
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22. GOVERNING LAW
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These Terms are governed by the laws of the State of North Carolina.
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All disputes shall be resolved in courts located in Mecklenburg County, North Carolina.
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23. GENERAL PROVISIONS

• These Terms constitute the entire agreement between you and Spendly
• If any provision is invalid, the remainder remains enforceable
• You may not assign these Terms without our consent
• We may assign these Terms freely
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24. CONTACT INFORMATION
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Spendly, Inc.
Email: support@getspendly.com