Welcome to Ledgerlogs Bookkeeping Private Limited, an online back office business, tax and accounting service ("Ledgerlogs") designed for small to medium businesses. Please read these Terms of Service, together with the Ledgerlogs Service Privacy Policy (“Privacy Policy,” a copy of which may be found at https://www.Ledgerlogs.com/privacy which is hereby incorporated by reference as if fully set forth herein) (collectively, and as modified from time to time, the "Terms") fully and carefully before accessing or using https://www.Ledgerlogs.com or any other platform or website(s) offering the Ledgerlogs(collectively, "Website") or any content, products, and/or services made available by Us (together with the Website, the “Services” or the “Ledgerlogs Services”). The Terms set forth the legally binding terms and conditions governing your access to and use of the Services. You understand that your acceptance as a client of the Ledgerlogsis conditioned upon LEDGERLOGS's client acceptance policies and procedures. You understand the quality of the services provided by LEDGERLOGS are dependent upon the accuracy of the information provided by you, including but not limited to the completeness, spelling, grammar and consistency of names, addresses, descriptions, financial information and the like. You also understand it is your sole responsibility to provide complete and accurate information and you will review all final document(s) before approving, signing, submitting and or returning them to the designated recipients.
The Ledgerlogsare currently only available to users and businesses who are located in the United States of America. If You or Your business are located outside of the United States, you may not use the Ledgerlogs Services. For the purpose of this provision, to be located in the United States, a business must be both operated and legally established within the United States.
By registering to use and/or using the Ledgerlogsin any manner, You, just as if You had done so in writing, (i) acknowledge that You have read and understood the Terms, (ii) represent and warrant that You are at least eighteen (18) years of age, and if applicable, have the authority to enter into these Terms on behalf of any person or entity for whom You are accessing or using the Ledgerlogs Services, and (iii) agree to these Terms and all other rules, policies, and procedures that may be published on the Website from time to time, each of which are incorporated into these Terms and each of which may be updated without notice to you. Certain of the Ledgerlogsmay be subject to additional terms and conditions specified by us from time to time; Your use of such Ledgerlogsis subject to those additional terms and conditions, which are incorporated into these Terms by reference. These Terms are binding upon any use of the Ledgerlogs Services, including by Subscribers and Authorized Users (each as defined below), and apply to You from the time that LEDGERLOGS provides You with access to the Ledgerlogs Services.
The Ledgerlogs will evolve over time based on user feedback. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you. The right to access the Ledgerlogsis revoked where these Terms or use of the Ledgerlogsis prohibited or to the extent offering, sale or provision of the Ledgerlogsconflicts with any applicable law, rule or regulation.
IF YOU ARE ACCESSING THE LEDGERLOGSIN YOUR CAPACITY AS AN ACCOUNTING FIRM OR A CERTIFIED PUBLIC ACCOUNTANT (EACH, A “CPA”), OR A CLIENT OF A CPA (EACH, A “CPA CLIENT”), CERTAIN TERMS AS EXPRESSLY INDICATED HEREIN MAY SPECIFICALLY APPLY TO YOU BUT NOT OTHER USERS AND CERTAIN TERMS AS EXPRESSLY INDICATED HEREIN MAY NOT APPLY TO YOU AT ALL.
1. DEFINITIONS
“Data” means any data and/or information inputted by You or on Your behalf into the Website or otherwise provided by You or on your behalf to us in connection with the Ledgerlogs Services. “Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. “LEDGERLOGS”, “we” or “us” means LEDGERLOGS BOOKKEEPING PRIVATE LIMITED and their affiliates, and their respective partners, principals, employees, and agents are collectively referred to herein as the “LEDGERLOGS Parties.” . “Authorized User” means any person or entity authorized by the client to access or use the Ledgerlogsfrom time to time on behalf of the client Organization” means the organization the Subscriber represents or the organization an Authorized User has been added to and granted access to via the Website. “Subscriber” means the person or entity who registers to use the KPMG Spark Services, and/or any person or entity on whose behalf that person registers to use the KPMG Spark Services. “You” means any Subscriber or Authorized User. “Your” has a corresponding meaning.
2. LEDGERLOGS IS NOT A SUBSTITUTE FOR A LAWYER OR LAW FIRM
• 3.1 YOU HEREBY ACKNOWLEDGE AND AGREE THAT LEDGERLOGS, THE LEDGERLOGS BOOKKEEPING PRIVATE LIMITED, AND OTHER CONTENT ARE NOT A LAW FIRM OR A SUBSTITUTE FOR A LAW FIRM. LEDGERLOGS CANNOT AND DOES NOT RENDER ANY LEGAL SERVICES TO YOU, AND THE LEDGERLOGSARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR LEGAL ADVICE OR LEGAL SERVICES. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT ANY FORMS, TEMPLATES, OR CONTENT PROVIDED THROUGH THE LEDGERLOGS ARE PRESENTED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND AND DO NOT CONSTITUTE LEGAL ADVICE. YOUR RELIANCE ON ANY LEDGERLOGS IS SOLELY AT YOUR OWN RISK. YOUR COMMUNICATIONS WITH LEDGERLOGS ARE NOT ATTORNEY WORK-PRODUCT AND ARE NOT PROTECTED UNDER ANY PRIVILEGE, INCLUDING ATTORNEY-CLIENT PRIVILEGE. If You need legal advice, we encourage You to hire a lawyer.
3.2 Federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority, consumer contracts (collectively, “Law”) and publicly available facts about entities that issue consumer contracts are voluminous and ever-changing. Accordingly, LEDGERLOGS cannot and does not guarantee that any information provided through the Ledgerlogs is current. Law relevant to consumers varies depending on the relevant jurisdiction (for example, the applicable U.S. state), and the Ledgerlogs are not, and cannot be, necessarily customized to Your jurisdiction.
4. PAYMENT
4.1 Billing: Upon registering for an account, you acknowledge that the Ledgerlogs have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. YOU ACKNOWLEDGE AND AGREE THAT LEDGERLOGS MAY SUBMIT MONTHLY CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY LEDGERLOGS) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE LEDGERLOGS REASONABLY COULD ACT.
4.2 Subscription Fee Changes: LEDGERLOGS may change the amount of the Subscription Fee in its sole discretion from time to time upon notice to You.
4.3 Payment: LEDGERLOGS shall bill through a payment method linked to Your account on the Ledgerlogs for use of the Ledgerlogs. By choosing to register for the Ledgerlogs, you agree to pay LEDGERLOGS all charges at the prices then in effect for any use of such Ledgerlogs in accordance with the applicable payment terms and you authorize us to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. LEDGERLOGS reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. LEDGERLOGS will continue billing monthly until this Agreement is terminated in accordance with Section 9. All billing information will be sent to You, or to a billing contact whose details are provided by You (“Billing Contact”), by email. You are responsible for payment of all taxes in addition to the Subscription Fee.
4.4 Reaffirmation of Authorization: Your non-termination or continued use of the Ledgerlogs reaffirms that LEDGERLOGS is authorized to charge You for those Ledgerlogs. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Ledgerlogs Services.
4.5 Preferential Pricing or Discounts: You may from time to time be offered preferential pricing or discounts for the Ledgerlogs Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Subscription Fees in relation to all of Your Organizations. Without prejudice to any other rights that LEDGERLOGS may have under these Terms or at law, LEDGERLOGS reserves the right to bill for the full (non-discounted) Subscription Fees due or suspend or terminate Your use of the Ledgerlogsin respect of any or all of Your Organizations in the event that any amount owed for those Subscription Fees are not paid in full by the due date for payment.
4.6 Automated Bank Transaction Data Delivered into Your Account: Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, LEDGERLOGS reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at LEDGERLOGS’s sole discretion. LEDGERLOGS would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, You must notify LEDGERLOGS of which automated bank account transaction data feeds You want to discontinue. Upon receiving such notice LEDGERLOGS will arrange for such feeds to be terminated in accordance with each bank’s usual practices.
5. YOUR OBLIGATIONS AND RESPONSIBILITIES
5.1 General Obligations: You must only use the Ledgerlogs for Your own lawful internal business purposes, in accordance with these Terms and any additional or amended terms and conditions posted on the Website and/or noticed to you by LEDGERLOGS.
5.2 Registration: You must provide accurate complete information and keep Your account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than You without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You may never use another person’s user account or registration information for the Ledgerlogswithout permission. You must notify us immediately of any change in Your eligibility to use the Ledgerlogs Services, breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account. You shall have the ability to delete Your account, either directly or through a request made to one of our employees or affiliates.
5.3 Access Conditions: You must ensure that all usernames and passwords required to access the Ledgerlogsare kept secure and confidential. You must immediately notify LEDGERLOGS of any unauthorized use of Your passwords or any other breach of security and LEDGERLOGS will reset Your password. You must take all other actions that Ledgerlogs reasonably deems necessary to maintain or enhance the security of LEDGERLOGS’s computing systems and networks and Your access to the Ledgerlogs Services.
5.4 Prohibited Uses: As a condition of use, You promise not to use the Ledgerlogsfor any purpose that is prohibited by these Terms. You are responsible for all of Your activity in connection with the Ledgerlogs Services. When accessing and using the Ledgerlogs Services, You shall not (and shall not permit any third party to) either (i) take any action or (ii) upload, download, post, submit, transmit, input, or otherwise distribute or facilitate distribution of any Data on or through the Ledgerlogs that:
5.4.1 infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
5.4.2 You know is false, misleading, untruthful or inaccurate;
5.4.3 is offensive, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
5.4.4 constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
5.4.5 contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of LEDGERLOGS or of any third party;
5.4.6 may damage LEDGERLOGS’s, or any other person or entity’s, computing devices or software or may in any way which may impair the functionality of the Ledgerlogs Services, Website, or other systems used to deliver the Services or impair the ability of any other user to use the Ledgerlogs Services;
5.4.7 constitutes an attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation;
5.4.8 constitutes an attempt to undermine the security or integrity of LEDGERLOGS’s computing systems or networks or, where the Ledgerlogsare hosted by a third party, that third party’s computing systems and networks;
5.4.9 constitutes an attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Ledgerlogsare hosted;
5.4.10 impersonates any person or entity, including any of our employees or representatives; or
5.4.11 includes anyone’s identification documents or sensitive financial information (such as social security numbers, credit card account information, driver’s license or passport information).
5.5 Usage Limitations: Your use of the Ledgerlogsmay be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against LEDGERLOGS’s application programming interface. Any such limitations will be specified within the applicable Services.
5.6 Referral Program: From time to time LEDGERLOGS may implement a program through which entities may help LEDGERLOGS obtain Subscribers in exchange for a referral fee. Where required by law or regulation, the terms of any such program will be specified by LEDGERLOGS at the time of implementation.
5.7 Information: You agree that in order to provide the Ledgerlogsyou must provide certain information on a timely basis. You agree that all information supplied by you or your agent to LEDGERLOGS will be complete and accurate. You acknowledge that LEDGERLOGS is relying upon such information in the preparation and completion of each and all orders without any verification by LEDGERLOGS as to its accuracy or completeness. You agree to provide updates to information on a timely basis. In providing the LedgerlogsLEDGERLOGS may provide advice or recommendations and you will provide all management decisions on a timely basis. You agree to hold the LEDGERLOGS Parties harmless and defend and indemnify the LEDGERLOGS Parties from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform LEDGERLOGS of any changes or corrections to your information.
5.8 Bookkeeping Financial Statement Preparation: The Ledgerlogs include bookkeeping and the preparation of monthly financial statements prepared on the tax basis of accounting based on information You provide. These are not intended to be a full set of financial statements. Services to prepare the financial statements for Your business (or the business of your CPA Client, as applicable) are subject to the following:
5.8.1 Our Responsibilities: In providing these professional services, we will comply with the AICPA's Code of Professional Conduct, including the ethical principles of integrity, objectivity, professional competence, and due care, and with regard to the financial statement preparations, we will also conduct our engagement in accordance with Statements on Standards for Accounting and Review Services (SSARSs) promulgated by the Accounting and Review Services Committee of the AICPA. Those standards do not required us to, and we will not, verify the accuracy or completeness of the information You provide to us for these services or otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion or a conclusion or provide any assurance on the financial statements. Our services cannot be relied upon to identify or disclose any financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrong doing within the entity or noncompliance with laws and regulations. In providing these services, each page of the monthly financial statement package will include a disclaimer that states:
"These financial statements are not audited, reviewed, or compiled and, accordingly, no opinion or assurance is expressed on these statements. These financial statements are not a full set of financial statements and instead reflect transaction activity based on the information provided by the company."
5.8.2 Your Responsibilities: These services are provided on the basis that, through the acceptance of these Terms, You acknowledge and understand that our role is to maintain accounting books and prepare financial statements on a tax basis. In providing these services to You, You agree that You as the owner or management of the business or the CPA advising such owner or management of the business have the following overall responsibilities:
The services You are selecting for such business are a tax basis financial reporting framework to be applied in the preparation of the financial statements on the tax basis of accounting which omit substantially all disclosures and may exclude certain non- cash activity such as recording of depreciation expense which would ordinarily be recorded under the tax basis of accounting.
Identifying all accounts relevant to these services
The design, implementation, and maintenance of any internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error
To prevent and detect fraud
To ensure that the business complies with the laws and regulations applicable to its activities
The accuracy and completeness of the records, documents, explanations, and other information, including significant judgments, You provide to us for the engagement to prepare financial statements
To review the financial statement for errors and notify us on a timely basis To provide us with:
Additional information that may be requested for the purpose of the preparation of the financial statements, and Access to persons within your business of whom we determine necessary to communicate.
5.9 Filing and Business License Fees: You understand and agree that the Ledgerlogs Service does not include filing fees and or business licensing fees. Except as otherwise noted, filing and recording fees include all mandatory or applicable federal, state, county and local administrative fees and may also include publishing, name check, handling processing fees and business licensing.
5.10 Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Services (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Ledgerlogs Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Ledgerlogs Services, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Ledgerlogs Services, You represent that You are permitted to make such communication. LEDGERLOGS is under no obligation to ensure that the communications on the Ledgerlogsare legitimate or that they are related only to the use of the Ledgerlogs Services. As with any other mobile- or web-based forum, You must exercise caution when using the communication tools available on the Ledgerlogs Services. However, LEDGERLOGS does reserve the right to remove any communication at any time in its sole discretion.
5.11 Indemnity: You agree to defend, indemnify, and hold harmless LEDGERLOGS and the LEDGERLOGS Parties from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your or Your Authorized Users’ use or misuse of, or access to, the Ledgerlogs Services, including Your or Your Authorized Users’ violation of the Terms, infringement by You, any of Your Authorized Users or any other third party using Your account or identity in the Ledgerlogs of any intellectual property or other right of any person or entity, and Your or Your Authorized Users’ breach of any of these Terms or any obligation You may have to LEDGERLOGS, including (but not limited to) any costs relating to the recovery of any Subscription Fees that are due but have not been paid by You. We reserve the right to assume the exclusive defense 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.
6. INTELLECTUAL PROPERTY
6.1 General: Except as expressly provided herein, LEDGERLOGS alone retains all Intellectual Property Rights relating to the Ledgerlogs Services. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information or documentation provided by You relating to the Ledgerlogs(“Feedback”) shall be assigned by You to LEDGERLOGS. LEDGERLOGS will be free to use or disseminate Feedback. You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms.
6.2 Ownership and Use of Data: Except as set forth herein, You shall retain all Intellectual Property Rights (if any) in Your Data. However, Your access to the Data is contingent upon full payment of the Subscription Fee when due. You hereby grant LEDGERLOGS a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use, copy, transmit, disclose, store, and back-up Your Data for the purposes of enabling You to access and use the Ledgerlogs Services, to permit LEDGERLOGS to comply with its obligations under applicable law, regulation, or professional standards or policy regarding document retention (including to meet applicable reporting obligations), and for any other purpose related to the provision of the Ledgerlogsto You or as may be set forth in the Privacy Policy. As set forth in Section 4 of the Privacy Policy, you hereby permit LEDGERLOGS, with the assistance of third parties, to collect, hold, and use the Personal Information (as defined in the Privacy Policy) you provide to LEDGERLOGS for the additional purposes of: (i) improving the delivery or quality of services or technology to You and other clients (including, but not limited to, for software/machine learning purposes related to the Services); (ii) thought leadership projects allowing You and other clients to evaluate various business transactions and opportunities (e.g., white papers, client alerts, articles, and blogs); and/or (iii) providing marketing materials and other presentations to You, other clients, and prospective clients, in each case to the extent permitted by applicable law and subject to Section 13 of the Privacy Policy. Upon termination of these Terms in accordance with Section 9, at any time LEDGERLOGS may, in its sole discretion, destroy Your Data or any information otherwise provided by You to LEDGERLOGS (or, if you are a CPA Client, provided by your CPA on your behalf) of any type or nature and shall have no obligation to maintain or provide such Data or information to You. In addition, LEDGERLOGS may retain Your Data or any information otherwise provided by You to LEDGERLOGS to comply with its obligations under applicable law, regulation, or professional policy regarding document retention (including to meet applicable reporting obligations) and as otherwise permitted herein and in Sections 3 and 4 of the Privacy Policy.
6.3 Backup of Data: You must maintain copies of all Data inputted into the Ledgerlogs. LEDGERLOGS adheres to industry-standard policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. LEDGERLOGS expressly excludes liability for any loss of Data no matter how caused.
6.4 Third Party Applications and Your Data: The Ledgerlogs may link to, or permit You to access, other websites, services or resources (“Third-Party Applications”) on the Internet, and certain Third-Party Applications may contain links to the Ledgerlogs. There may be administrative fees or other charges associated with Your use of Third-Party Applications. If You choose to enable Third-Party Applications for use in conjunction with the Ledgerlogs, You do so at Your own risk and subject to any terms or conditions communicated to You by the providers of the Third-Party Applications. These Third-Party Applications are not under our control. LEDGERLOGS may rely upon information obtained from the Third-Party Applications you enable for use in conjunction with the Ledgerlogs in order to provide You with the Ledgerlogs. LEDGERLOGS may allow the providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Ledgerlogs. You acknowledge and agree that LEDGERLOGS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Application, or for any disclosure, modification or deletion of Your Data by any Third-Party Applications. LEDGERLOGS is not responsible for the privacy practices of any Third-Party Applications, and urges You to read the privacy policies of any Third-Party Applications before enabling their use in conjunction with the Ledgerlogs Services.
6.5 Third Party Content: Content from other users, suppliers, advertisers, and other third parties, including Third-Party Applications, may be made available to You through the Ledgerlogs Services. Because LEDGERLOGS does not control such content, You agree that LEDGERLOGS is not responsible for any such content. LEDGERLOGS does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and LEDGERLOGS assumes no responsibility for unintended, offensive, indecent, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. You understand that by using the Services You may be exposed to third-party websites that You find. LEDGERLOGS makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third-Party Applications accessible from the Website. LEDGERLOGS provides these links for Your convenience only and does not control such websites. LEDGERLOGS’s inclusion of links to such websites does not imply any endorsement of the materials on such Third-Party Applications or any association with their operators. The Ledgerlogsmay contain links to websites that are operated by LEDGERLOGS but which operate under different terms.
6.6 It is Your responsibility to review the privacy policies and terms of service of any other website or mobile application that You visit, including any Third-Party Applications made available to You through the Ledgerlogs Services. YOU AGREE THAT IN NO EVENT WILL LEDGERLOGS BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, SERVICES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT ANY CLAIM WHICH YOU MAY HAVE IN RESPECT OF SUCH THIRD-PARTY APPLICATIONS MAY ONLY BE ASSERTED AGAINST THE PROVIDER OF SUCH THIRD-PARTY APPLICATIONS, AND NOT AGAINST LEDGERLOGS OR ANY OF THE LEDGERLOGS PARTIES.
7. WARRANTIES AND ACKNOWLEDGEMENTS: COVENANTS
7.1 Authority: You warrant that where You have registered to use the Ledgerlogson behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person or entity and to bind that person or entity to perform any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
7.2 Acknowledgement: You acknowledge that: You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Ledgerlogs(whether that information and Data is Your own or that of anyone else).
7.3 LEDGERLOGS has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Ledgerlogs or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You acknowledge and agree that:
7.3.1 You are responsible for (i) ensuring that You have the right to do so; and (ii) authorizing any person or entity who is given access to Data;
7.3.2 You agree that LEDGERLOGS has no obligation to provide any person or entity access to such information or Data without Your authorization and may refer any requests for information to You to address; and
7.3.3 You will indemnify LEDGERLOGS against any claims or loss relating to:
LEDGERLOGS’s refusal to provide any person access to Your information or Data in accordance with these Terms,
LEDGERLOGS’s making available information or Data to any person with Your authorization.
7.3.4 LEDGERLOGS does not warrant that use of the Ledgerlogswill be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Ledgerlogs Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Ledgerlogs Services. LEDGERLOGS is not in any way responsible for any such interference or prevention of Your access or use of the Ledgerlogs Services.
7.3.5 It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
7.3.6 You remain solely responsible for complying with all applicable tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Ledgerlogs and the Website will comply with laws applicable to You (including any laws requiring You to retain records).
7.4 Consumer Guarantees: You warrant and represent that You are acquiring the right to access and use the Ledgerlogs for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Ledgerlogs Services, the Website, or the Terms.
7.5 Warranty Disclaimer: THE LEDGERLOGS PROVIDED BY LEDGERLOGS TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. LEDGERLOGS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. LEDGERLOGS DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. CERTAIN STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
7.6 Electronic Communications: LEDGERLOGS and You may communicate with one another by electronic mail or otherwise transmit documents in electronic form during the course of accessing or using the Ledgerlogs. Each party accepts the inherent risks of these forms of communication (including the security risks of interception of or unauthorized access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices). You agree that the final hardcopy or electronic version of a document, or other written communication that LEDGERLOGS transmits to You shall supersede any previous versions transmitted by LEDGERLOGS to You. By continuing to use the Ledgerlogs Services, you consent to receive text messages sent by an automatic telephone dialing system. Consent to these terms is not a condition of purchase.
8. LIMITATION OF LIABILITY
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEDGERLOGS EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE LEDGERLOGS SERVICES, FOR ANY (I) LOSS (INCLUDING LOSS OF INFORMATION, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROFITS AND SAVINGS), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL DAMAGES RESULTING FROM ANY USE OF, OR RELIANCE ON, THE LEDGERLOGS SERVICES. CERTAIN STATE LAWS MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR FOR THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, LEDGERLOGS’s LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
8.2 IF YOU SUFFER ANY DIRECT LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICES, ANY CLAIM BY YOU AGAINST LEDGERLOGS WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE SUBSCRIPTION FEES PAID BY YOU IN THE PREVIOUS TWELVE (12) MONTHS; PROVIDED THAT IF YOU ARE A CPA OR CPA CLIENT, LEDGERLOGS’S TOTAL LIAIBLITY TO CPA AND/OR CPA CLIENT IN AGGREGATE FOR SUCH INCIDENTS SHALL NOT EXCEED THE SUBSCRIPTION FEES ATTRIBUTABLE TO THE CPA CLIENT ACCOUNT(S) TO WHICH THE INCIDENTS RELATE IN THE PREVIOUS TWELVE (12) MONTHS. ANY REFERENCE TO LEDGERLOGS IN THIS SECTION ALSO INCLUDES THE LEDGERLOGS PARTIES AND ITS AND THEIR SUPPLIERS OR CONTENT PROVIDERS. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.3 If You are not satisfied with the Ledgerlogs, Your sole and exclusive remedy is to terminate these Terms in accordance with Section 9 (Termination) below.
9. TERMINATION
9.1 Payment Policy: Billing will begin from the day Your billing details are added into the Ledgerlogs Services. LEDGERLOGS will not provide any refund for any remaining prepaid period for a prepaid Subscription Fee subscription.
9.2 Term; Renewal; No-fault Termination: These Terms will continue for the period covered by the Subscription Fee. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You (or your CPA, if applicable) continue to pay the prescribed Subscription Fee when due, unless You (or your CPA or CPA Client, if applicable) terminate this agreement by giving notice to LEDGERLOGS at least thirty (30) days in advance. If this agreement is terminated in this manner on less than thirty (30) days before the end of your current billing period, Subscription Fees will be charged on a pro-rata basis for the following month until termination takes effect. LEDGERLOGS may terminate this agreement at any time immediately upon notice to You (or your CPA, if applicable).
9.3 Breach or Insolvency:
9.3.1 If You: breach any of these Terms (including, without limitation, by non-payment of any Subscription Fees) and do not remedy the breach within fourteen (14) days after receiving notice of the breach if the breach is capable of being remedied, OR breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Subscription Fees that are more than thirty (30) days overdue), OR You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, LEDGERLOGS may take any or all of the following actions, at its sole discretion:
Terminate Your use of the Ledgerlogs and the Website;
Suspend for any definite or indefinite period of time, Your use of the Ledgerlogs and the Website;
Suspend or terminate Your access to all or any Data;
Take any of the actions above with respect to any or all other persons whom You have authorized to have access to Your information or Data.
9.4 For the avoidance of doubt, if payment of any invoice for Subscription Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined above) is not made in full by the relevant due date, LEDGERLOGS may suspend or terminate Your use of the Ledgerlogs Services, the authority for all or any of Your Organizations to use the Ledgerlogs Services, or Your rights of access to all or any Data.
9.5 Accrued Rights: Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You shall:
9.5.1 remain liable for any accrued charges and amounts which become due for payment before or after termination;
9.5.2 remain obligated to refrain from any actions prohibited by the Terms that survive termination; and
9.5.3 immediately cease to use the Ledgerlogsand the Website.
10. HELP DESK
10.1 Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting LEDGERLOGS. If You still need technical help, please check the support provided on the Website or email us at help@Ledgerlogsspark.com.
10.2 Service Availability: While LEDGERLOGS intends that the Ledgerlogsshould be available from 9:00am to 6:00pm MST during business days, it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. If for any reason LEDGERLOGS has to interrupt the Ledgerlogsfor longer periods than LEDGERLOGS would normally expect, LEDGERLOGS will use reasonable endeavors to publish in advance details of such activity on the Website.
11. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
11.1 YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE LEDGERLOGS SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED IN ACCORDANCE WITH THE RULES FOR NON-ADMINISTERED ARBITRATION OF THE INTERNATIONAL INSTITUTE FOR CONFLICT PREVENTION AND RESOLUTION (THE “IICPR”) BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF ARBITRATORS IN ACCORDANCE WITH SUCH RULES. ANY ISSUE CONCERNING THE EXTENT TO WHICH ANY DISPUTE IS SUBJECT TO ARBITRATION, OR ANY DISPUTE CONCERNING THE APPLICABILITY, INTERPRETATION, OR ENFORCEABILITY OF THESE DISPUTE RESOLUTION PROCEDURES, INCLUDING ANY CONTENTION THAT ALL OR PART OF THESE PROCEDURES IS INVALID OR UNENFORCEABLE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT AND RESOLVED BY THE ARBITRATOR. BY OPERATION OF THIS PROVISION, THE PARTIES AGREE TO FOREGO LITIGATION OVER SUCH DISPUTES IN ANY COURT OF COMPETENT JURISDICTION. ARBITRATION SHALL TAKE PLACE IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1, ET SEQ. THE ARBITRATOR SHALL HAVE NO POWER TO AWARD NON-MONETARY OR EQUITABLE RELIEF OF ANY SORT EXCEPT AS PROVIDED IN IICPR RULE 13 (INTERIM MEASURES OF PROTECTION). DAMAGES THAT ARE INCONSISTENT WITH ANY APPLICABLE AGREEMENT BETWEEN THE PARTIES, THAT ARE PUNITIVE IN NATURE, OR THAT ARE NOT MEASURED BY THE PREVAILING PARTY’S ACTUAL DAMAGES SHALL BE UNAVAILABLE IN ARBITRATION OR ANY OTHER FORUM. IN NO EVENT, EVEN IF ANY OTHER PORTION OF THESE PROVISIONS IS HELD TO BE INVALID OR UNENFORCEABLE, SHALL THE ARBITRATOR HAVE THE POWER TO MAKE AN AWARD OR IMPOSE A REMEDY THAT COULD NOT BE MADE OR IMPOSED BY A COURT DECIDING THE MATTER IN THE SAME JURISDICTION. JUDGMENT UPON THE AWARD RENDERED BY SUCH ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. IN THE EVENT THAT LEDGERLOGS PREVAILS IN ANY PROCEEDING, WHETHER BROUGHT BY YOU OR LEDGERLOGS, IN CONNECTION WITH THESE TERMS OF USE OR THE LEDGERLOGS SERVICES, LEDGERLOGS WILL BE ENTITLED TO RECEIVE ITS COSTS, EXPERT WITNESS FEES AND REASONABLE ATTORNEY’S FEES, INCLUDING COSTS AND FEES ON APPEAL.
11.2 Neither You nor LEDGERLOGS will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.
11.3 Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within one (1) year after such claim of action arose or be forever banned. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Clause & Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of Your relationship with us.
12. ADDITIONAL TERMS RELATING TO TAX SERVICES
This Section 12 shall apply only to Subscribers and Authorized Users who receive tax preparation services as part of the Ledgerlogs Services. Tax preparation services are not currently available to CPAs or CPA Clients.
12.1 The Internal Revenue Service imposes penalties upon taxpayers and preparers for failure to observe due care in reporting for income tax returns. In order to insure an understanding of our mutual responsibilities, we ask all clients for whom returns are prepared to confirm the following arrangements. LEDGERLOGS will prepare your federal and state income tax returns from information which you will furnish to us. We will not audit or otherwise verify the data you submit, although it may be necessary to ask you for clarification of some of the information. It is your responsibility to provide all information required for the preparation of complete and accurate returns. You should retain all original documentation and send only copies of originals, canceled checks, and other information for the basis of income and deductions. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You have the final responsibility for the income tax returns; therefore, you should review them carefully before you sign them. The information you are supplying LEDGERLOGS needs to be accurate, and complete to the best of your knowledge, and needs to be supported by records as required by law. Our work in connection with preparations of your income tax returns do not include any procedures designed to discover defalcation, or other irregularities, should any exist. We will render accounting assistance as determined to be necessary for preparation of income tax returns.
12.2 Notwithstanding anything to the contrary set forth herein, no provision in these Terms is or is intended to be construed as a condition of confidentiality within the scope of the Internal Revenue Code of 1986 (the “IRC”) section 6011 as implemented through Treasury Regulation 1.6011-4(b)(3)(ii) (without regard to references to payment or receipt of a minimum fee) or under any similar or analogous provisions of the laws of a state or other jurisdiction. In particular, You may disclose to any and all persons, without limitation of any kind, tax information LEDGERLOGS provides to You, including all materials such as tax opinions, memoranda, or other written tax advice that describes or otherwise relates to, either or both of the tax treatment and tax structure of any transaction on which LEDGERLOGS’s services are provided. You agree to use commercially reasonable efforts to inform LEDGERLOGS of any conditions of confidentiality imposed by third party advisors with respect to any transaction on which LEDGERLOGS’s services are requested. Such notification must occur prior to LEDGERLOGS providing any advice with respect to the transaction.
12.3 Treasury regulations under IRC section 6011 require taxpayers to disclose to the IRS their participation in reportable transactions and IRC section 6707A imposes strict penalties for noncompliance with IRC section 6011. IRC section 6111 and the laws of various states require a material advisor with respect to a reportable transaction to make a return containing specified information concerning the transaction to the IRS or a designated state tax authority by a prescribed date, and IRC section 6707 imposes penalties for noncompliance with IRC section 6111. IRC section 6112 and the laws of various states require the material advisor to maintain, and make available to the IRS or designated state tax authority upon request, a list containing prescribed information with respect to persons advised and other information with respect to the reportable transaction, and IRC section 6708 imposes penalties for noncompliance with IRC section 6112. You agree to use commercially reasonable efforts to inform LEDGERLOGS if You are required to disclose any transaction covered by the Services as a reportable transaction to the IRS or to any state or other jurisdiction adopting similar or analogous provisions to IRC section 6011. LEDGERLOGS will use commercially reasonable efforts to inform You if LEDGERLOGS provides Your identifying information to the IRS under IRC section 6111 or 6112, or to any state tax authority or other jurisdiction adopting similar or analogous provisions thereto.
12.4 Unless expressly provided for, LEDGERLOGS’s services do not include representing You in the event of a challenge by the IRS or other tax or revenue authorities.
12.5 In rendering tax advice, LEDGERLOGS may consider, for example, the applicable provisions of the IRC, and the Employee Retirement Income Security Act of 1974, each as amended, and the relevant state, local and foreign statutes, the regulations thereunder, income tax treaties, and judicial and administrative interpretations, thereof. These authorities are subject to change, retroactively or prospectively, and any such changes could affect the validity of LEDGERLOGS’s advice.
12.6 Tax Return Standards: We apply elevated standards in preparing tax returns and providing tax advice. These standards are dependent on certain characteristics of the entity to which our services will be directed as follows:
12.6.1 For U.S. public companies or “large private entities” (i.e., private entities with prior year gross revenues of $300 million or more): We must be able to determine that (1) there is “substantial authority” for an undisclosed return position (i.e., the weight of authorities in support of a position is substantial in relation to the weight of authorities in opposition to the position) and (2) a disclosed return position has at least a “realistic possibility” of being sustained on its merits. The laws of some states (e.g., New York) also may impose more stringent return preparation standards for state tax returns. For positions pertaining to a “Tax Shelter” (as defined in IRC §6662(d)(2)(C)(ii)) or a “reportable transaction” with a significant purpose of tax avoidance, the return positions must be at least “more likely than not” to be sustained on the merits; if the taxpayer is advised regarding potential taxpayer penalties, ere must be “substantial authority” for our advice.
12.6.2 For “individuals or other private entities” (i.e., entities that do not fall within the definitions above as a U.S. public company or large private entity): The return position must be at least “more likely than not” to be sustained on the merits.
12.6.3 If a return position relates to a transaction that is a “principal purpose transaction,” we must arrive at a “should” confidence level with respect to the position.
12.6.4 We will not render any advice with respect to a federal or state “listed transaction” or any transaction that is substantially similar to a federal or state “listed transaction.” In determining whether a return position or tax advice meets the appropriate standard, we will not take into account the possibility that a tax return will not be audited, that an issue will not be raised on audit, or that an issue will be settled. We will inform you as soon as possible if We determine circumstances exist that prevent us from completing the tax return under these standards.
12.7 Electronic Filing: We will electronically file the returns and extensions we prepare for You that are subject to tax authority mandates. The filing instructions that We provide to you will indicate the returns and extensions that We have electronically filed on Your behalf, if any, and will provide instructions and filing copies for your paper filing of the returns and extensions that were not electronically filed. The LEDGERLOGS electronic filing identification number (EFIN) will be included in certain e-filing documentation we will provide to you for the returns e-filed using LEDGERLOGS-licensed software. The LEDGERLOGS EFIN is proprietary to LEDGERLOGS and You are not authorized to use the LEDGERLOGS EFIN for any purpose. If You do not wish to have LEDGERLOGS electronically file Your returns, You must inform us in writing.
12.8 Written Advice: Written advice provided to you in connection with the Ledgerlogswill be based on facts, representations, assumptions, and other information you provide to us, the completeness, accuracy and timeliness of which are critical factors in our ability to timely and accurately complete the Ledgerlogs Services. Unless you request and we agree under a separate writing (a newly issued engagement letter) after our advice has been issued in final form to you, LEDGERLOGS will not update our advice to take into account your updating the facts you provide to us through your discovery of new or additional facts, or your updating any information that may have formed the basis of any assumptions we made in developing our advice. In rendering advice, we will consider tax authorities that are subject to change, retroactively and/or prospectively, and any such changes could affect the advice we issue to you.
13. ADDITIONAL TERMS FOR CPAs
13.1 Acknowledgement. You acknowledge and agree that You have requested that LEDGERLOGS provide professional services in the form of bookkeeping services on behalf of your CPA Client(s). These Terms do not require LEDGERLOGS to render, and LEDGERLOGS will not render pursuant to these Terms, attest advice or services to your CPA Client(s) and nothing in these Terms shall be construed as LEDGERLOGS offering attest advice or services to your CPA Client(s). LEDGERLOGS is performing the bookkeeping services at Your direction in connection with your provision of professional services to your CPA Client(s). LEDGERLOGS has not and will not independently assess or make any representations regarding Your qualifications to perform, or performance of, the professional services required of you by your CPA Client(s), and LEDGERLOGS does not guarantee the accuracy of any advice or services provided by You. For the avoidance of doubt, LEDGERLOGS shall not be responsible for any accounting judgments made by You, and will have no obligation or duty to identify or correct any errors attributable to You. You represent and warrant that, to the extent you provide information of any CPA Client to LEDGERLOGS through the Ledgerlogsor otherwise, you have the requisite permissions and authority from the CPA Client, and are permitted by applicable laws, rules, regulations, and professional standards, to do so.
13.2 Accounting Firm Revenue. You represent and warrant that the revenues earned by You in connection with the Ledgerlogsrepresent less than forty percent (40%) of your gross revenues, measured on an annual basis. If you are a CPA, You hereby covenant and agree (a) to notify LEDGERLOGS if the revenues earned by You in connection with the Ledgerlogsequals or exceeds forty percent (40%) of your revenues, measured on an annual basis, (b) that You will immediately cease to use the Ledgerlogsand the Website and (c) that this agreement shall automatically and immediately (without any required action by You or LEDGERLOGS) terminate.
13.3 Use of Ledgerlogsfor Clients. You may use the Ledgerlogsonly for purposes of managing the registration of CPA Clients and the provision of services to CPA Clients. Use of the Ledgerlogsby, or for the benefit of, any CPA Client(s) is subject to such CPA Client’s acceptance of and compliance with the Terms of Service, as well as LEDGERLOGS's client acceptance policies and procedures. You represent and warrant that you have performed a background check on all CPA Clients for which you intend to use the Ledgerlogsand they are not in bankruptcy proceedings or engaged in the following activities:
cannabis, pornography or adult entertainment
service providers to parties engaged in cannabis, pornography or adult entertainment
individuals with felony convictions
gambling and gaming
cryptocurrencies.
crowdfunding
sales of securities on-line
You agree to hold the LEDGERLOGS Parties harmless and defend and indemnify the LEDGERLOGS Parties from and against any claims, causes of action, damages and liability of whatever kind or nature relating to Your client services or your breach of this Section 13.
14. USE OF MEMBER FIRMS AND THIRD PARTIES
14.1 You acknowledge and agree that the Ledgerlogs Services, including any applicable tax advice, may be performed by a Member Firm located outside of the United States. You understands that each Member Firm is a separate, distinct and independent legal entity and is not a partner, principal, agent or affiliate of LEDGERLOGS and LEDGERLOGS is not a partner, principal, agent or affiliate of any other Member Firm.
14.2 You further acknowledge and agree that in connection with the performance of the Ledgerlogs Services, LEDGERLOGS and Member Firms, in their discretion or at Your direction, may utilize the services of third parties within and outside of the United States to complete the Ledgerlogsor analyze Your information.
14.3 You further acknowledge and agree that LEDGERLOGS Parties may have access to confidential information from offshore locations, and that LEDGERLOGS uses third parties within and outside of the United States to provide at LEDGERLOGS’s direction administrative, clerical or analytical services to LEDGERLOGS. These third parties may in the performance of such services have access to Your confidential information. LEDGERLOGS represents to You that with respect to each Member Firm and third party, LEDGERLOGS has technical, legal and/or other safeguards, measures and controls in place to protect confidential information of You from unauthorized disclosure or use. LEDGERLOGS shall be responsible to You for their failure to comply.
14.4 Accordingly, Your agreement above extends to disclosure, ability to access, and use of Your confidential information by the parties and for the purposes set forth in these Terms and this section 13.
14.5 Any services performed by a Member Firm or third party shall be performed in accordance with the Terms, but LEDGERLOGS shall remain responsible to You for the performance of the Ledgerlogs Services. You agree that any claim relating to the Ledgerlogsmay only be made against LEDGERLOGS and not any other Member Firm or third party engaged by LEDGERLOGS as referred to above.
15. GENERAL
15.1 Entire Agreement: These Terms, which as stated above incorporate by reference the Privacy Policy and any additional or amended terms and conditions applicable to the Services, constitute the entire agreement between you and us with respect to the Ledgerlogs Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and us with respect to the Services.
15.2 Modification: LEDGERLOGS reserves the right, from time to time and in its sole discretion, to modify these Terms, or change, suspend, or discontinue the Ledgerlogs(including without limitation, the availability of any feature, database, or content) without liability, by posting a notice on the Website or by sending You notice through the Ledgerlogs Services, via e-mail or by another means of electronic communication. We may also impose limits on certain features and services or restrict Your access to parts or all of the Ledgerlogswithout notice or liability. In the event LEDGERLOGS modifies these Terms, You may be prompted to click “accept” or “agree” to show Your agreement to such modified Terms as a condition to Your continued use of the Ledgerlogs Services. However, notwithstanding anything to the contrary, it is Your responsibility to periodically check the Website for any modifications to the Terms, and your continued use of the Ledgerlogsafter LEDGERLOGS’s modification of the Terms constitutes Your acceptance of such modified Terms, which will apply to Your continued use of the Ledgerlogsgoing forward. Your use of the Ledgerlogsis subject to the Terms in effect at the time of such use.
15.3 Force Majeure: LEDGERLOGS shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
15.4 Assignment: These Terms are personal to You, and You may not assign, transfer or sublicense (except as expressly permitted hereunder) Your license and/or right hereunder without LEDGERLOGS’s written consent. LEDGERLOGS may assign, transfer or delegate any of its rights and obligations hereunder without consent.
15.5 Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms.
15.6 No Waiver: Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.
15.7 Heading: The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
15.8 Governing Law and Jurisdiction: These Terms shall be governed by construed in accordance with the laws of the State of New York, including its conflict of law rules, and the laws of the United States. Subject to the provisions of Section 11 above, You agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and federal courts in the state of New York.
15.9 Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
15.10 Notices: Except as otherwise permitted by these Terms, any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to LEDGERLOGS must be sent to help@Ledgerlogsspark.com or to any other email address notified by email to You by LEDGERLOGS. Notices sent to You by email will be sent to the email address that we have on file for You as a user of the Ledgerlogs Services.
15.11 Accountancy Act: For engagements where services will be provided by LEDGERLOGS through offices located in California, You acknowledge that certain of LEDGERLOGS's personnel who may be considered "owners" under the California Accountancy Act and implementing regulations (California Business and Professions Code section 5079(a); 16 Cal. Code Regs. sections 51 and 51.1) and who may provide services in connection with this engagement, may not be licensed as certified public accountants under the laws of any of the various states.
