TERMS AND CONDITIONS OF SERVICE

1. ACCEPTANCE OF TERMS

1.1 Binding Agreement. Accountant Bluebook Inc. (“Accountant Bluebook,” “we,” “us,” or “our”), a
Delaware corporation located at New Castle, DE 19720, provides its cloud-based accounting software
platform and related services (collectively, the “Services”) to you (“Customer,” “you,” or “your”) subject
to these Terms and Conditions of Service (“Terms”).
1.2 Agreement to Terms. BY CLICKING “I AGREE,” “SIGN UP,” OR A SIMILAR BUTTON, COMPLETING THE
REGISTRATION PROCESS, ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE
READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE
TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE
AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO
NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE
SERVICES.
1.3 Modifications. We reserve the right to modify these Terms at any time. We will provide notice of
material changes via email to the address on file or through a prominent notice within the Services. Your
continued use of the Services after the effective date of the revised Terms constitutes your acceptance
of the changes.

2. DEFINITIONS

• “Customer Data” means all electronic data, text, messages, personal data, or other materials
  submitted to the Services by you or your Users.
• “Documentation” means the online user guides, documentation, and help and training
  materials for the Services, as updated from time to time.
• “Order Form” means any ordering document or online subscription process specifying the
  Services purchased.
• “Services” means the cloud-based accounting software, features (including but not limited to
  invoicing, expense management, reporting, automated bank reconciliation, and payment
  functionality), and related support services made available by Accountant Bluebook.
• “Users” means individuals who are authorized by you to use the Services and who have been
  supplied user credentials by you or by us at your request.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Information. You must provide accurate, current, and complete information during
registration and keep your account information updated.
3.2 Account Security. You are responsible for maintaining the confidentiality of your login credentials
and for all activities that occur under your account. You agree to notify us immediately of any
unauthorized use of your account or any other breach of security. Accountant Bluebook will not be
liable for any loss or damage arising from your failure to comply with this section

4. LICENSE GRANT AND USE RIGHTS

4.1 License Grant. Subject to these Terms and payment of all applicable fees, Accountant Bluebook
grants you a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to access
and use the Services and Documentation during the subscription term, solely for your internal business
operations.
4.2 Usage Limitations. Your use of the Services is subject to any usage limits specified in your Order
Form or subscription plan. You may not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or
otherwise commercially exploit the Services; (b) modify, make derivative works of, disassemble, reverse
compile, or reverse engineer any part of the Services; (c) access the Services to build a competitive
product or service, or copy any feature, function, or graphics; or (d) use the Services in any manner that
could damage, disable, overburden, or impair the Services or interfere with any other party’s use of the
Services.

5. FEES AND PAYMENT

5.1 Fees. You agree to pay all fees specified in your Order Form or subscription plan. Fees are based on
Services purchased and not on actual usage. Payment obligations are non-cancelable, and fees paid are
non-refundable.
5.2 Invoicing and Payment. Fees for paid subscription plans will be billed in advance on a recurring basis
(monthly or annually). You must provide valid and current payment information. By submitting payment
details, you authorize us to charge the provided payment method for all applicable fees. If you pay by
credit card, you authorize us to charge your credit card for all fees payable at the start of your
subscription and any renewal term.
5.3 Taxes. Our fees do not include any taxes, levies, duties, or similar governmental assessments,
including value-added, sales, use, or withholding taxes assessable by any jurisdiction (collectively,
“Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder.
5.4 Automatic Recurring Payments. By subscribing to our services, you authorize (Accountant Bluebook “we,” “us,” or “our”) to charge the subscription fees and any other applicable charges to the payment method (credit/debit card, bank account, or other approved payment method). You agree that we may automatically charge this payment method on a recurring basis (e.g., monthly, annually) at the beginning of each billing cycle without requiring further authorization or notice for each payment, unless you cancel your subscription in accordance with our cancellation policy. It is your responsibility to ensure that your payment information is current, complete, and accurate, and to notify us promptly of any changes to prevent interruption of service. Failure to maintain valid payment information may result in the suspension or termination of your account.

6. THIRD-PARTY PAYMENT PROCESSING SERVICES

6.1 Independent Service. The Services include functionality that allows you to apply for, link to, and
utilize payment processing services provided by independent third-party payment processors (“Payment
Processors”). By using this functionality, you understand and agree that you are entering into a direct
contractual and financial relationship with the Payment Processor. ACCOUNTANT BLUEBOOK IS NOT A
BANK, MONEY TRANSMITTER, OR PAYMENT PROCESSOR AND IS NOT A PARTY TO ANY AGREEMENT
BETWEEN YOU AND A PAYMENT PROCESSOR.
6.2 Your Responsibilities. You are solely responsible for: (a) complying with all applicable laws, rules,
and Payment Card Industry Data Security Standards (PCI DSS) related to payment processing; (b)
complying with the Payment Processor’s separate terms of service and privacy policy; (c) managing all
customer disputes, refunds, and chargebacks; and (d) the security of your Payment Processor account
credentials and API keys linked to our Services.
6.3 Disclaimer. THE PAYMENT PROCESSING FUNCTIONALITY IS PROVIDED “AS IS” FOR YOUR
CONVENIENCE. ACCOUNTANT BLUEBOOK EXPLICITLY DISCLAIMS ALL LIABILITY ARISING FROM YOUR USE
OF ANY THIRD-PARTY PAYMENT PROCESSOR, INCLUDING FOR FINANCIAL LOSSES, DATA BREACHES, OR
THE PAYMENT PROCESSOR’S FAILURE TO COMPLY WITH LAW.
6.4 Indemnification. You agree to indemnify and hold Accountant Bluebook harmless from any claim,
loss, or damage arising from your use of a Payment Processor or your failure to comply with applicable
payment laws.

7. SPECIFIC SERVICE FUNCTIONALITY TERMS

7.1 Automated Bank Reconciliation (“Bank Rec”). YOU ACKNOWLEDGE THAT THE AUTOMATED BANK
RECONCILIATION FUNCTIONALITY IS PROVIDED “AS IS.” This feature collects and processes data from
your linked financial accounts or uploading bank statements to suggest transaction matches. YOU ARE
SOLELY AND EXCLUSIVELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND CONFIRMING THE
ACCURACY AND COMPLETENESS OF ALL RECONCILIATION RESULTS BEFORE FINALIZING
THEM. Accountant Bluebook provides support to investigate reported discrepancies but assumes no
liability for errors, omissions, or financial decisions made based on this functionality.
7.2 Two-Factor Authentication (2FA). To enhance security, we offer 2FA using your mobile phone
number. By enabling this feature, you consent to receive automated SMS or voice messages for
authentication purposes. Standard message and data rates from your carrier may apply. You may opt
out of 2FA at any time in your account settings, understanding this may reduce account security.

8. CUSTOMER DATA AND PRIVACY

8.1 Ownership. As between you and Accountant Bluebook, you retain all right, title, and interest in and
to your Customer Data.
8.2 License to Customer Data. You grant Accountant Bluebook a worldwide, limited-term license to
host, copy, transmit, and display Customer Data as necessary to provide the Services and for internal
business purposes such as improving the Services.
8.3 Data Protection. We will maintain appropriate administrative, physical, and technical safeguards for
the protection, confidentiality, and integrity of Customer Data, as described in our Privacy Policy. Our
Data Processing Addendum, incorporated herein by reference, applies where we process personal data
on your behalf.
8.4 Privacy Policy. Our collection and use of personal information is governed by our Privacy Policy,
available at [Link to Privacy Policy]. By using the Services, you consent to the practices described therein.

9. CONFIDENTIALITY

9.1 Definition. “Confidential Information” means all non-public information disclosed by one party
(“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably
should be understood to be confidential given its nature.
9.2 Protection. The Receiving Party will use the same degree of care to protect Confidential Information
as it uses to protect its own confidential information of like kind (but not less than reasonable care). It
may disclose Confidential Information only to its employees and contractors who need to know such
information and who are bound by confidentiality obligations at least as protective as those herein.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Our Ownership. Accountant Bluebook and its licensors own all right, title, and interest in and to the
Services, Documentation, and all related intellectual property rights. No rights are granted to you other
than the limited license expressly set forth in these Terms.
10.2 Feedback. If you provide any suggestions, ideas, or feedback regarding the Services (“Feedback”),
you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback
into the Services without any obligation or compensation to you.

11. U.S. FEDERAL AND STATE LAW COMPLIANCE

11.1 Export Compliance. The Services and related technology are subject to U.S. export control laws,
including the U.S. Export Administration Regulations. You agree to comply with all applicable export and
re-export control laws and regulations. You represent that you are not located in, under the control of,
or a national/resident of any U.S.-embargoed country or on any U.S. government list of prohibited or
restricted parties.
11.2 No Professional Advice. The Services provide tools for accounting and financial management but
do not constitute legal, tax, financial, or professional advice. You are solely responsible for: (i) the
accuracy of your data; (ii) ensuring your accounting and tax filings comply with all applicable laws; and
(iii) consulting with a qualified professional for advice.
11.3 State Consumer Rights. If you are a “consumer” as defined by laws such as the California Consumer
Privacy Act (CCPA), our Privacy Policy details your rights and how to exercise them. Nothing in these
Terms shall limit your rights under applicable state consumer protection laws, but your exclusive remedy
for service-related claims is as set forth in the “Limitation of Liability” section.
11.4 Automatic Renewal. For subscription plans that automatically renew, we will comply with
applicable state automatic renewal laws (e.g., California’s ARL) by providing clear disclosure of renewal
terms and easy cancellation instructions before renewal charges are processed.

12. WARRANTIES AND DISCLAIMERS

12.1 Limited Service Warranty. We warrant that the Services will perform materially in accordance with
the applicable Documentation under normal use. Your exclusive remedy for breach of this warranty is
the re-performance of the non-conforming Services.
12.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL RELATED
COMPONENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND.
TO THE FULLEST EXTENT PERMITTED BY LAW, ACCOUNTANT BLUEBOOK EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE,
ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

13. LIMITATION OF LIABILITY

13.1 NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES) ARISING FROM OR RELATED TO THESE
TERMS, REGARDLESS OF THE LEGAL THEORY.
13.2 LIMIT ON DIRECT DAMAGES. ACCOUNTANT BLUEBOOK’S TOTAL AGGREGATE LIABILITY ARISING
FROM OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE,
SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO ACCOUNTANT BLUEBOOK FOR
THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST
INCIDENT OUT OF WHICH THE LIABILITY AROSE.
13.3 Exceptions. The limitations in this Section 13 do not apply to: (a) your payment obligations; (b)
liability arising from your indemnification obligations; (c) a breach of the confidentiality obligations; or
(d) liability that cannot be limited by applicable law.
13.4 Lawful Business Use Only; No Liability for Illegal Activity. You represent, warrant, and covenant that your use of our software and services is solely for the operation of a legitimate business and for lawful purposes. You are strictly prohibited from using our software or services for any fraudulent, illegal, or unauthorized activity, including but not limited to money laundering, financial fraud, deceptive practices, or any activity that violates any local, state, national, or international law or regulation.
You assume full and sole responsibility for all activities conducted through your account and for the legality of your business operations. Accountant BlueBook expressly disclaims any and all liability arising from or related to any illegal, fraudulent, or unauthorized use of our software or services by you or any third party accessing the services through your account. You agree to indemnify, defend, and hold harmless Accountant BlueBook, its affiliates, officers, directors, and employees from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from your illegal or fraudulent use of the services or your breach of this provision.

14. HOLD HARMLESS AND INDEMNIFICATION

14.1 Your Indemnity. You agree to indemnify, defend, and hold harmless Accountant Bluebook, its
affiliates, officers, directors, and employees from and against any and all claims, damages, losses,
liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) your
use of the Services; (b) your violation of these Terms; (c) your Customer Data; (d) your use of a Payment
Processor; or (e) your violation of any law or third-party rights.
14.2 Process. The indemnified party will provide prompt written notice of the claim and reasonable
cooperation. The indemnifying party will have sole control of the defense and settlement of any claim,
provided that no settlement may be entered into that admits fault or imposes liability on the
indemnified party without prior written consent.

15. WAIVER OF RIGHT TO SUE; MANDATORY ARBITRATION

15.1 Waiver of Jury Trial and Class Action. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND
ACCOUNTANT BLUEBOOK EACH IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE
RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER
REPRESENTATIVE PROCEEDING IN ANY LEGISLATION OR ARBITRATION.
15.2 Mandatory Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to
these Terms or the Services (a “Dispute”) shall be resolved by final and binding arbitration, rather than
in court. The arbitration will be administered by the American Arbitration Association (“AAA”) under its
Commercial Arbitration Rules. The arbitrator’s award shall be final and may be entered as a judgment in
any court of competent jurisdiction.
15.3 Arbitration Details. The arbitration will be conducted on an individual basis, not as a class or
consolidated action. The seat of arbitration shall be New Castle County, Delaware. The arbitrator may
award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the
extent necessary. The prevailing party in any arbitration may be entitled to an award of reasonable
attorneys’ fees.
15.4 Exceptions. This arbitration agreement does not preclude either party from seeking relief in small
claims court for disputes within its jurisdiction or from seeking injunctive relief in court to prevent
irreparable harm pending arbitration.

16. TERM AND TERMINATION

16.1 Term. These Terms commence on the date you first accept them and continue until your
subscription expires or is terminated.
16.2 Termination for Cause. Either party may terminate these Terms if the other party materially
breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice.
16.3 Effect of Termination. Upon termination, your right to access and use the Services will immediately
cease. You are responsible for exporting your Customer Data prior to termination. We may delete or
retain Customer Data in accordance with our data retention policy and applicable law.

17. GOVERNING LAW AND VENUE

These Terms and any Dispute shall be governed by the laws of the State of Delaware, without regard to
its conflict of laws rules. Except for arbitration or small claims actions, any legal suit, action, or
proceeding arising out of these Terms shall be instituted exclusively in the federal or state courts located
in New Castle County, Delaware, and you consent to the personal jurisdiction of such courts.

18. MISCELLANEOUS

18.1 Entire Agreement. These Terms, together with any Order Forms and the Privacy Policy, constitute
the entire agreement between you and Accountant Bluebook and supersede all prior or
contemporaneous agreements.
18.2 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining
provisions will remain in full force and effect.
18.3 Assignment. You may not assign these Terms without our prior written consent. We may assign
these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
18.4 Force Majeure. Neither party will be liable for any failure or delay in performance due to causes
beyond its reasonable control.
18.5 Notices. Notices to you may be sent via email or posted within the Services. Legal notices to us
must be sent to: Accountant Bluebook Inc., 93 Christina Rd, New Castle, DE 19720, Attn: Legal
Department.
18.6 Waiver. The failure to enforce any right or provision of these Terms will not constitute a waiver of
future enforcement of that or any other provision.

Contact Information: For questions about these Terms, please contact us at
info@accountantbluebook.com.