Terms of Service

These Terms of Service (“Terms”) govern your use of the website at fifth-legion.com, the Fifth Legion client portal and related online tools (the “Services”) provided by Fifth Legion LLC (“Fifth Legion,” “we,” “us”). By using the Services you agree to these Terms. If you use the Services on behalf of a company, you agree on its behalf and confirm you have authority to do so.

1. Relationship to your engagement

Our financial advisory and fractional CFO services are provided under a separate engagement letter or services agreement with your company. That agreement governs the scope, fees and professional terms of our work. If it conflicts with these Terms, the engagement agreement controls.

2. Accounts and security

• Access to the client portal is by invitation only. Your company decides who is invited and what role each person has.
• You must keep your sign-in methods secure, including your password (if any) and the authenticator app used for two-step verification, which is required. Do not share your account.
• Tell us promptly at privacy@fifth-legion.com if you suspect unauthorized access.
• We may suspend access to protect the Services, your company or other users.

3. Your data

Your company owns the data it and its users submit to the Services (“Client Data”). You grant us a limited license to host, process and display Client Data only as needed to provide the Services and our engagement, and as described in our Privacy Policy. You are responsible for the accuracy of Client Data and for having the rights and consents needed to share it with us, including information about shareholders, employees and other individuals. We keep Client Data confidential and do not sell it.

4. Acceptable use

You agree not to:

• access data or areas you are not authorized to access, or attempt to bypass security or access controls;
• probe, scan or test the vulnerability of the Services without our written permission;
• upload malicious code or content that infringes others' rights or violates the law;
• interfere with or overload the Services, or use automated means to access them except as we permit;
• copy, resell or reverse engineer the Services, or use them to build a competing product.

5. Nature of the Services

Models, forecasts, cap table views and scenario tools in the Services are aids to decision making and depend on the data and assumptions provided. Unless expressly agreed in your engagement agreement, the Services do not provide legal, tax, investment or accounting advice; they are not a registered transfer agent; and they are not your company's official stock ledger. You should confirm important decisions with appropriate advisors.

6. Third-party services

You may sign in using Google or Microsoft. Your use of those services is governed by their own terms and privacy policies, and we are not responsible for them.

7. Changes and availability

We may change, add or remove features of the Services. We work to keep the Services available and secure but do not guarantee they will be uninterrupted or error-free, including during maintenance.

8. Termination

Your company may stop using the Services at any time, and access ends when your engagement ends unless we agree otherwise. We may suspend or end access for breach of these Terms or to protect the Services or others. On request made within 30 days after access ends, we will provide an export of Client Data we hold, then delete it as described in our Privacy Policy, subject to legal and professional retention obligations. Sections 3, 5 and 9 through 13 survive termination.

9. Disclaimers

Except as expressly stated in your engagement agreement, the Services are provided “as is” and “as available,” and we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, to the fullest extent permitted by law.

10. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, arising from the Services, and Fifth Legion's total liability arising from the Services will not exceed the greater of the fees paid to us for the Services in the twelve months before the claim or US$100. These limits do not apply to a party's gross negligence, willful misconduct or fraud, or where your engagement agreement provides otherwise.

11. Indemnity

You will defend and indemnify Fifth Legion against third-party claims arising from Client Data you provide without the necessary rights or from your violation of these Terms.

12. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Any dispute will be brought exclusively in the state or federal courts located in Texas, and each party consents to their jurisdiction, unless your engagement agreement provides a different dispute process.

13. General

These Terms, together with our Privacy Policy and any engagement agreement, are the entire agreement about the Services. If a provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent. We may update these Terms by posting a new version here with a new effective date; for material changes we will notify account holders, and continued use after the change means you accept it.

14. Contact

Fifth Legion LLC
privacy@fifth-legion.com