Glossary Amendment: Refers to updates or changes made to this glossary over time.
Accountipro LLC Subscription Agreement
Last updated: March 31, 2024
Please carefully consider these terms of service (“Agreement”) as they establish a binding contract between you, the accepting user (“Customer”), and Accountipro LLC, a company registered in Delaware with its main address at 501 Silverside Road, Suite 105 #4875, Wilmington, Delaware 19809, United States (“Accountipro”). This Agreement governs your access to the Accountipro website at http://localhost/newweb (“Site”) or your utilization of the services (“Accountipro Services”) available through the Site and any mobile applications (each an “App”) through which they may be accessed (collectively referred to as the “Services”). By checking an opt-in box, clicking “I accept,” or otherwise accepting this Agreement on the sign-up page, installing the App, accessing any content on the Site, or otherwise engaging with the Services, you acknowledge that you have read, understood, and agreed to comply with the terms of this Agreement. If you are utilizing the Services on behalf of an entity, partnership, or other organization, you represent that you: (i) are an authorized representative of that entity with the authority to bind it to this Agreement, and (ii) such entity agrees to be bound by this Agreement. If you do not agree to the terms of this Agreement, you are not permitted to utilize the Services.
Accountipro retains the right, at its sole discretion, to change, modify, or otherwise amend this Agreement, or any policy or guideline applicable to the Services, at any time. If Accountipro does so, reasonable efforts will be made to communicate these changes via notice on the Application and this Site.
Unless otherwise specified, any changes or modifications will take effect immediately upon posting the revised Agreement on this Site, and your continued use of the Services after such time will constitute an agreement to be bound by the updated Agreement. It is advisable to periodically review this Agreement. The Agreement will always display the “last updated” date at the top.
ARBITRATION NOTICE: By accepting this Agreement, you and Accountipro waive the right to a trial by jury or to participate in any class action or representative proceeding. Disputes will be resolved by binding individual arbitration. Refer to the Arbitration provision in Section(15) below for more details.
1. Services
The Accountipro Services encompass a comprehensive range of accounting and financial tools and solutions, including but not limited to (i) professional bookkeeping services, (ii) tax preparation and assistance services, (iii) payroll management, (iv) business advisory services, and (v) facilitating communication with Third Party Servicers based on Customer instructions. Accountipro will deliver the Services to Customer throughout the term of this Agreement, contingent upon the payment of applicable Fees and adherence to the terms outlined herein. As part of the Services, Accountipro grants Customer a limited, non-exclusive, non-transferable, non-assignable right to utilize the Services, subject to the terms of this Agreement. It’s acknowledged that the Services are cloud-based and hosted, and no copies will be provided to Customer, except for (where available) the App, subject to the End User License Agreement (“EULA”). Customer agrees to use the Services solely for their own purposes, with no transfer of ownership or interest from Accountipro.
Financial Transactions
Accountipro does not conduct financial transactions on behalf of Customer. However, Customer may utilize the Services to convey instructions to Third Party Servicers, who may execute financial transactions on Customer’s behalf as per the Third Party Servicer Agreement. Accountipro bears no responsibility for such transactions or their outcomes.
Errors
Customer must promptly inform Accountipro of any errors in the provision or use of the Services. Accountipro will make commercially reasonable efforts to investigate errors but makes no guarantee regarding their correction. Customer agrees to provide any necessary information for error investigations. Certain payment transactions, like wire transfers, are irreversible, so Customer must exercise caution when initiating financial transactions through the Services.
Tax Services
Customer acknowledges that Accountipro will offer Tax Services only upon completion of a valid Taxpayer Disclosure Authorization, wherein Customer consents to the disclosure of specific tax information. Accountipro will not provide Tax Services until this authorization is executed. Furthermore, Customer agrees that Accountipro may engage third-party tax preparer services to fulfill their tax filing requirements. Any disputes regarding tax filings will be addressed directly with the third-party preparer, with Accountipro assuming no liability for filing errors.
2. Technology Utilization
In order to facilitate the delivery of our services, we may grant access to designated users (“Users”) to utilize functionalities of website(s), cloud software services, software tools, automated forms, and other technologies developed by or for us (collectively referred to as “Our Technology”). You are responsible for: (a) maintaining the confidentiality of User access credentials under your possession or control; (b) establishing appropriate internal roles, permissions, policies, and procedures to ensure the safe and secure use of Our Technology; (c) overseeing your Users’ utilization of Our Technology; and (d) ensuring your Users’ adherence to the Agreement, including our Acceptable Use Policy, and relevant laws. Prompt notification is required if you suspect or become aware of any compromise to the security of your account.
To streamline the provision of our services, we utilize certain internal technologies and tools developed by or for us, which may include integrations with Third-Party Services, software rules, checklists, and other technologies (referred to collectively as “Internal Software”). You agree to cooperate with us to enable the effective utilization of Internal Software in delivering the services and refrain from interfering with its operation. Should you acquire new information technology systems or make modifications to existing ones that contain pertinent data for our services, you agree to promptly inform us and cooperate with us to facilitate the efficient integration of Internal Software.
3. Usage Limitations
Prohibited Users
The following individuals or entities are restricted from utilizing the Services: (i) Individuals listed on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Individuals under the age of 18; (iii) Entities or their affiliates previously terminated by Accountipro; and (iv) individual consumers. The Services are intended for business, charitable, or not-for-profit organizations exclusively, and not for individual consumer use. Accountipro reserves the right to refuse or terminate Services for certain business types. Notifications regarding prohibited business types will be provided to customers through the Site, Account, or App. Any business engaged in illegal activities or supporting illegal endeavors is strictly prohibited from using the Services.
Usage Restrictions
Customers, their personnel, or any third parties shall refrain from: (i) Allowing unauthorized access to the Services; (ii) Modifying, adapting, or altering Accountipro’s software underlying the Services; (iii) Transferring or distributing the Services to any third party; (iv) Attempting to reverse engineer or derive source code of Accountipro’s software; (v) Using or copying Accountipro’s software beyond the terms of this Agreement; (vi) Engaging in illegal activities while using the Services; (vii) Generating unsolicited email advertisements or spam; (viii) Harassing or harming individuals; (ix) Employing automated processes to access or harvest information from the Services; (x) Disrupting the proper functioning of the Services; (xi) Attempting unauthorized access to secured sections of the Services; (xii) Uploading malicious code; (xiii) Extracting or copying web content without permission; (xiv) Impersonating others; (xv) Manipulating the display of Services pages; or (xvi) Publicly displaying or performing any part of the Services. The Services must be used only for their intended purpose, and if prohibited by law, they may not be used at all.
4. Consent for Customer Data Handling
By agreeing to these terms, Customer grants Accountipro the authority, either directly or through third parties, to conduct inquiries and investigations to verify Customer’s identity.
The Services necessitate specific information from Customer, including but not limited to their name, address, phone number, email address, bank account details, and other Third Party Servicer account information. Customer commits to providing accurate and complete information to Accountipro and promptly rectifying any errors in the provided information.
Customer Data is solely owned by the Customer. However, Customer and their personnel authorize Accountipro to collect, store, utilize, and disclose Customer Data in accordance with the Accountipro Privacy Policy for the purpose of delivering, enhancing, and safeguarding the Services, as well as for developing new services, integrating with selected Third Party Servicer Services, and communicating with Customer regarding the Services. Customer confirms that any Customer Data involving third parties has been obtained with the necessary consents for Accountipro to collect, process, and store such data. Data handling practices are subject to the Accountipro Privacy Policy.
In the event of a subpoena request for Customer Data, Accountipro will provide Customer with an opportunity to contest the request, and if unsuccessful, will cooperate with the request, subject to legal obligations.
Customer authorizes Accountipro, its service providers, and Third Party Servicers to obtain and disclose Customer Data as necessary to provide their respective services under this Agreement or their respective Third Party Servicer Agreements.
Accountipro will disclose Customer Data to law enforcement agencies when required by Law and reserves the right to retain Customer Data for the duration of this Agreement and five (5) years thereafter.
5. Data Management
Data Precision
Customer holds sole accountability for the accuracy, appropriateness, and completeness of all data provided. While Bench utilizes the provided data for service delivery, it does not assume responsibility for reviewing or validating its accuracy.
Data Security Measures
Ensuring data protection is paramount to us. We maintain robust security measures to safeguard customer data. However, while we strive for security, we acknowledge that our measures do not guarantee immunity from all potential threats. We reserve the right to cooperate with law enforcement if required and may disclose personal information if necessary.
Feedback Engagement
Customer Feedback is valuable to us for service enhancement. By providing Feedback, Customer grants us the right to utilize it for service modifications, without any entitlement to compensation or royalties.
Usage Restrictions
Customer must ensure lawful use of data and refrain from actions that violate intellectual property rights, confidentiality agreements, or applicable laws. The data should not contain viruses or malicious elements.
Financial Data Handling
Our Services facilitate financial data storage but do not offer professional advice. Customers are responsible for seeking professional advice where necessary and for the accuracy of financial information stored.
Call Monitoring Compliance
For compliance, training, and support purposes, we may record support-related calls. Customer acknowledges and agrees to call monitoring by us and indemnifies us against any related claims.
6. Indemnification
Customer agrees to indemnify, defend, and hold harmless Accountipro, its employees, officers, directors, affiliates, suppliers, licensors, third-party service providers, and other clients from any and all liabilities, including damages, recoveries, deficiencies, interest, penalties, losses, and reasonable legal fees arising from: (i) any violation of the terms herein; (ii) breaches of third-party service agreements; (iii) violations of laws; (iv) the use of Customer data by Customer or third-party service providers; (v) Customer’s utilization of the services, including in conjunction with third-party services; (vi) any transactions; (vii) financial transactions resulting from data transmitted via the services; (viii) acts or omissions of third-party service providers or clients; (ix) costs incurred by Accountipro in enforcing these terms or responding to subpoenas related to Customer, Customer data, or third-party service providers; (x) claims by governmental tax authorities; (xi) disputes between Customer and any third party or Customer personnel; or (xii) Customer’s use or misuse of the content on the website, including infringement claims.
7. Term and Termination
This agreement becomes effective upon the date of signing a signed proposal or agreeing to these terms through any other means, such as clicking through an online agreement (the “Effective Date”). Your initial subscription term begins on the subscription start date and continues for the duration specified on your signed proposal (the “Initial Term”), unless terminated earlier.
Automatic Renewal
At the end of the Initial Term and any subsequent Renewal Term, your subscription will automatically renew for the same duration as the Initial Term, at Accountipro’s then-current price, unless you provide us with notice (via info@accountipro.com) at least thirty (30) days before the end of the current Initial Term or Renewal Term. If there is an increase in subscription fees upon renewal, we will notify you via email sixty (60) days in advance. If you do not terminate your subscription within the thirty (30)-day period prior to the Renewal Term, your continued use of the Service constitutes acceptance of the increased subscription fee.
Termination by Accountipro
We reserve the right to terminate your subscription at any time by providing notice of termination to the email address associated with your account. If we terminate your subscription for reasons other than your violation of unauthorized use of the Services or material breach of this agreement, we will refund prepaid fees for the unelapsed months of the Services.
8. Fees and Payment
Subscription Fees
Our subscription fees for Services are determined based on the information you provide about your business. It is essential that you furnish us with accurate and complete details to determine the appropriate subscription. If there are any changes to this information or if you request a modification to the scope of Services, we may propose a revised subscription corresponding to the updated information. We reserve the right to terminate affected Services or the Agreement if we cannot reach an agreement with you on the revised subscription. Subscription fees, including prepaid hourly Services, must be settled before or at the beginning of each subscription period and cannot be carried forward to subsequent periods.
Hourly Services and other additional Services not covered under your subscription will be invoiced at our prevailing standard hourly rate for the respective Service.
Fee and Scope Adjustments
We may periodically revise our Service prices or alter the scope or subscription model of certain Services as our offerings evolve. In the event of an increase in your subscription fees or a significant change to the scope of Services provided, we will give you written notice at least 30 days prior to the start of your next Renewal Period. By continuing to use the Services beyond this notification period, you agree to pay the revised fees and authorize us to collect payment accordingly.
Payment
Accountipro is authorized to collect payment of Fees using a credit card, debit card, or other designated payment method. By providing payment details, you authorize Accountipro to charge all applicable Fees and taxes to the provided payment method. For credit card payments, Accountipro may pre-authorize the card to ensure sufficient funds are available.
Recurring Payments
If you activate or update recurring payments through our Services, you authorize Accountipro to periodically charge accrued sums on or before the payment due date until the expiration or termination of the Term. To avoid billing for the next Renewal Term, you must provide written notice before the Term renews. Any updates or cancellations to existing payments may take up to 10 business days to process.
Late Payments and Collection
Accountipro reserves the right to cancel Services or terminate the Agreement for late payment. Delinquent accounts may be referred to a collections agency after final notice.
Tax Obligations
Quoted fees do not include taxes or similar charges, which you are responsible for paying. This includes sales, use, and import/export taxes, except taxes based on Accountipro’s net income or profits.
ACH Consent
If you choose to settle transactions via ACH or wire transfer, you authorize Accountipro to initiate debit and credit entries to your designated Bank Account. You certify the legitimacy of the provided account and agree to maintain sufficient funds for transactions. This authorization remains in effect until revoked in writing. Any changes to bank account details must also be submitted in writing. Accountipro is not liable for incorrect deposits due to inaccurate account information.
9. Protection of Sensitive Information
Both parties recognize that during the negotiation and execution of this Agreement, they may disclose Confidential Information to each other. All such Confidential Information disclosed during this process will remain the exclusive property of the disclosing party (or other relevant third party), and the receiving party shall not acquire any rights or interests in it, except as expressly outlined herein. Each party agrees to handle such Confidential Information with the utmost care and security, treating it with the same level of confidentiality as their most sensitive information. Disclosure of Confidential Information to employees and agents is permissible if such knowledge is necessary to fulfill the obligations under this Agreement. Unless otherwise stipulated in this Agreement, neither party shall divulge the Confidential Information of the other party to any third party without obtaining prior written consent from the disclosing party. The obligation of confidentiality established by this section shall persist even after the termination of this Agreement. Customer Data shall be considered Customer Confidential Information without limitation, and Bench Data shall be considered Bench Confidential Information.
10. Representing Others and Customer Representations
When using the Services on behalf of another individual or entity, you affirm that you possess all necessary authorizations and rights. Moreover, you acknowledge and agree to adhere to the representations and warranties delineated in the Customer Representations and Warranties section, which include the following:
- Customer has the legal authority to bind their organization to this Agreement and fulfill obligations under it and under each Third Party Servicer Agreement they are a party to. Furthermore, Customer is the exclusive owner of the Account and is not operating it on behalf of any third party.
- Customer possesses the legal capacity to enter into this Agreement and fulfill their obligations hereunder.
- Customer is classified as a business, charitable organization, or not-for-profit organization, and will utilize the Services solely for business purposes, refraining from individual consumer use.
- Customer is obligated to promptly inform Bench of any defects in the Services or any claim or threatened claim against Bench. Additionally, Customer must immediately notify Bench of any defects in a Product for which a Third Party Servicer has been used as a payment method.
- Customer’s utilization of the Services complies with all applicable laws and the terms outlined in this Agreement.
11. Not Legal, Tax, or Accounting Advice
Accountipro may furnish Customer with legal, tax, or accounting information through its tax preparation and advisory services or on the Site. However, unless expressly provided by a licensed professional from Accountipro under a formal agreement between Customer and Accountipro, such information should not be construed as specific legal, tax, accounting, or other professional advice. It may not encompass recent legal developments, may lack completeness, and might not accurately apply to Customer’s unique circumstances. Therefore, Customer agrees not to make decisions solely based on information provided by Accountipro unless explicitly sourced from a licensed professional under a formal agreement with Customer or after seeking guidance from qualified professional advisors in the relevant subject matter and jurisdiction.
12. Warranty Disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, ACCOUNTIPRO., ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS AND DISTRIBUTORS (THE “ACCOUNTIPRO.”) MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” NO WARRANTY IS MADE THAT THE SERVICES OR RESULTS OF USE OF THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER. THE ACCOUNTIPRO. ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE ACCOUNTIPRO. ENTITIES FOR ALL CLAIMS RELATING TO THE SERVICES AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED US DOLLARS, WHICHEVER IS GREATER. SUBJECT TO APPLICABLE LAW, THE ACCOUNTIPRO. ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF THE ACCOUNTIPRO. ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE ACCOUNTIPRO. ENTITIES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE.
14. Indemnification
You shall defend and indemnify the Accountipro. and Affiliates from and against all damages, losses, liabilities, claims, demands, actions, suits, judgements, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
15. Dispute Resolution and Governing Law
Please carefully review this section, as it outlines the process for resolving disputes between Customer and Accountipro. In the event of a dispute, Accountipro will initially seek resolution through our support team.
Arbitration: Any disputes arising under or related to this Agreement will be resolved through binding arbitration in Wilmington, Delaware, USA, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration will be conducted by a single arbitrator who is a practicing commercial lawyer and will follow the governing law of this Agreement. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party may seek injunctive relief in a court of competent jurisdiction, as necessary, to protect its rights pending the outcome of arbitration.
Jurisdiction and Governing Law: For Customers located in the U.S., this Agreement is governed by the laws of the State of Delaware. Any legal action to enforce this Agreement or related disputes shall be brought in federal or state court in Wilmington, Delaware, USA. Both parties submit to the exclusive jurisdiction and venue of these courts.
NOTICE: BY AGREEING TO THIS AGREEMENT, BOTH CUSTOMER AND ACCOUNTIPRO AGREE TO RESOLVE ANY DISPUTES THROUGH BINDING ARBITRATION, WAIVING THEIR RIGHTS TO LITIGATE MATTERS IN COURT OR JURY TRIALS. THIS ARBITRATION PROVISION IS VOLUNTARY, AND REFUSAL TO SUBMIT TO ARBITRATION MAY RESULT IN COMPELLED ARBITRATION UNDER FEDERAL OR STATE LAW.
16. General Provisions
Updates and Revisions
You acknowledge that we may periodically update these terms. We will inform you of any significant changes via email or within the Services. By continuing to use the Services after receiving notice of changes, you agree to be bound by the revised terms.
Severability Clause
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment Policy
You may not transfer this Agreement or any rights or obligations herein. However, we reserve the right to assign this Agreement freely.
Electronic Communication
All communication between us will be conducted via the email associated with your account. Please ensure your email address is up-to-date to receive important updates.
Entire Agreement and Amendments
This Agreement constitutes the entire understanding between us and supersedes any prior agreements. Any amendments must be in writing and signed by both parties.
Precedence and Interpretation
In case of conflict between these terms and an Order Form, the Order Form takes precedence. Headings are for clarity and do not affect the interpretation of the Agreement.
Third-party Rights
Certain sections of the Agreement may confer rights to third-party entities. No other third parties are intended to benefit from this Agreement.
No Employment or Agency Relationship
Both parties agree they are independent contractors and no employment or agency relationship is established.
Non-Public Disclosure
Neither party shall disclose details of the Agreement or the relationship without prior written consent from the other party.
Compliance Assurance
You are responsible for complying with all relevant laws and regulations related to your use of the Services and Our Technology.
Fair Competition
You agree not to use the Services or materials provided by us to develop competitive products or services.
Waivers and Remedies
Failure to exercise any right under the Agreement does not constitute a waiver. Waivers must be in writing.
Force Majeure Event
Neither party is responsible for delays or failure to perform obligations due to unforeseen events beyond their control.
Rectification of Errors
We reserve the right to correct any errors in pricing information and cancel any orders placed based on incorrect pricing.
17. Glossary
Account Access: Refers to the privilege granted to the Customer to manage instructions or receive information concerning the Services provided by Accountipro.
ACH Transaction: An Automated Clearing House payment transaction.
Related Entities: Includes individuals or organizations directly or indirectly linked through ownership or control, or common business interests.
Application: The online registration process completed by the Customer on the Accountipro platform when applying for the Services.
Bank Account: The Customer’s account with a Third Party Servicer used for transactions.
Platform Data: Information provided through the Accountipro platform or Customer Account.
Confidential Information: Proprietary or sensitive data pertaining to either party, including operational details, client information, and terms of this Agreement.
Customer Banking Account: A designated bank account from which fees or other charges may be deducted.
Customer Data: Non-public personal information belonging to Customers.
End-User Agreement (EULA): A license agreement governing the use of the App for accessing Services provided by Accountipro.
Service Charges: Fees payable by the Customer for utilizing the Services provided by Accountipro, as outlined on the platform or Account.
Intellectual Assets: Rights associated with patents, copyrights, trademarks, and other forms of intellectual property.
Involved Parties: Refers to either the Customer or the service provider individually, and collectively as the “Parties.”
Legal Entities: Includes individuals, businesses, government bodies, or any recognized legal entities.
Product Offering: Any item or service sold or facilitated by the Customer, including those utilizing Third Party Servicers.
Operational Agreement: A contract between the Customer and a Third Party Servicer for service provision.
Service Providers: Third parties engaged to offer specific services to the Customer.
Service Transactions: Activities involving the exchange of data between Customer, the service provider, and Third Party Servicers.
Accountipro: “Accountipro.“, “we”, and “us” means Accountipro.com, and Accountipro llc.
Order Form: Means the ordering document or website page for the Services.