Last Updated: October 18, 2018
Open Accounting, LLC (referred to as “Open Accounting” or “us” or “we” or "Company") provides Users (as defined below) with access to an open source accounting platform known as the Open Accounting Platform (the “Platform”). The Platform is accessible to users via the openaccounting.io website (and all other Open Accounting related websites) (collectively, the “Site”) and the Open Accounting mobile application (as further defined below, the "App"), and makes various accounting-related Content and other Services (each defined below) available to users. Open Accounting provides the Site, App, Content and other Services subject to User’s (as defined below) compliance with all the terms, conditions, policies and notices contained or referenced herein (these “Terms of Use”), as well as any other written or electronic agreement between Open Accounting and a particular User. In addition, when using the Site, App, Content and/or other Services, Users shall be subject to any posted guidelines, rules or documentation (if any) applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines, rules or documentation are hereby incorporated by reference into these Terms of Use. BY ACCESSING OR UTILIZING THE PLATFORM (WHETHER VIA THE SITE OR THE APP), OR OTHERWISE ACCESSING CONTENT OR UTILIZING ANY OF THE SERVICES AND/OR REGISTERING WITH US (INCLUDING BY CLICKING “I AGREE” TO THESE TERMS IF PRESENTED TO YOU), YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE INCLUDING OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT AND CEASE ALL USE OF THE SITE, THE APP AND ALL RELATED SERVICES NOW.
These Terms of Use are effective as of the date that you download/install the App, visit the Site or otherwise first access the Services. Open Accounting reserves the right to change these Terms of Use from time to time without notice to Users and any modifications or changes to these Terms of Use shall be effective upon such modification or amendment being posted. User acknowledges and agrees that it is User’s responsibility to review the Site, the App and these Terms of Use periodically and to be aware of any modifications. User’s continued use of the Services after such modifications will constitute User’s acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access the Site, the App, the Content and our other Services through your account to these Terms of Use, in which case the terms “User” "you" or "your" shall refer to such entity, its affiliates, employees and users associated with it. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS NOR USE THE OPEN ACCOUNTING PLATFORM OR ANY OF OUR OTHER SERVICES.
THE PLATFORM IS A SOFTWARE BASED TOOL THAT FACILITATES ACCOUNTING ACTIVITIES UNDERTAKEN BY USERS. OPEN ACCOUNTING AND ITS AFFILIATES DO NOT THEMSELVES PROVIDE ACCOUNTING SERVICES OR OTHER PROFESSIONAL SERVICES, INCLUDING TAX, LEGAL OR BUSINESS SERVICES. THE SERVICES AND CONTENT, INFORMATION AND DATA IN THE SERVICES ARE PROVIDED FOR INFORMATIONAL AND CONVENIENCE PURPOSES ONLY, AND ARE NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, TAX, LEGAL OR ACCOUNTING ADVICE. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL SERVICES AND WE EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE CONTENT, INFORMATION OR DATA PROVIDED BY THE SERVICES MAY BE COMPLIANT WITH APPLICABLE INDUSTRY, REGULATORY OR LEGAL REQUIREMENTS, INCLUDING GENERALLY ACCEPTED ACCOUNTING PRACTICES. CONSULT THE SERVICES OF A COMPETENT PROFESSIONAL WHEN YOU NEED THIS TYPE OF ASSISTANCE. YOU ARE SOLELY AND FULLY RESPONSIBLE AND LIABLE FOR YOUR TAX, LEGAL AND ACCOUNTING PRACTICES, INCLUDING PREPARING AND MAINTAINING YOUR FINANCIAL RECORDS, FOR YOUR TAX COMPLIANCE, AND FOR YOUR TAX AND ACCOUNTING FILINGS. WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC ACCOUNTING OR TAX PRACTICES OR METHODS THAT MAY BE MENTIONED ON OR INCLUDED IN THE SERVICES. RELIANCE ON ANY CONTENT, INFORMATION OR DATA PROVIDED BY OPEN ACCOUNTING OR OTHERWISE APPEARING ON THE SERVICES IS SOLELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF THE SERVICES, INCLUDING FOR DETERMINING THE MANNER IN WHICH YOU ACCESS AND USE THE SERVICES AND THE EXTENT TO WHICH YOU UTILIZE THE RESULTS OF THE SERVICES. IN PARTICULAR, WE ASSUME NO RESPONSIBILITY FOR THE CORRECTNESS OR APPROPRIATENESS OF ANY ACCOUNTING FUNCTIONS YOU ACCESS VIA THE SERVICES. WE RECOMMEND THAT YOU CHECK ANY INFORMATION AND RESULTS YOU OBTAIN FROM THE SERVICES. ADVICE GIVEN ON THE SERVICES DOES NOT EXEMPT YOU FROM CONDUCTING YOUR OWN CHECKS ON APPLICABLE INDUSTRY, REGULATORY OR LEGAL REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT WE AND OUR AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGE OR INJURY RESULTING FROM ACCESS OR THE IMPOSSIBILITY OF ACCESS OR FROM THE USE OR IMPOSSIBILITY OF USE OF SERVICES OR FROM THE FACT THAT YOU HAVE RELIED ON INFORMATION GIVEN ON SERVICES.
The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.
“Affiliates” means Open Accounting’s owners, officers, directors, affiliated companies, suppliers, partners, sponsors, and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site, the App, the Content and any of our other Services (including Apple and Google).
“App” means the software application currently known as “Open Accounting” that may be downloaded, installed or is otherwise accessible on a User’s computer or mobile device via the Site, the Apple App Store, the Google Play Store, or other similar platforms.
“Content,” means any content, material, information, data, instructions, media, article, post, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed or otherwise accessed by Users on or through the Site, App or other Services but excludes User Material.
"Services" means (i) the Platform, (ii) the Site, (iii) the App, (iv) all Content, (v) any specific service or offering that may be provided by Open Accounting via the Platform, the Site or the App, which may include Premium Features (as defined below), (vi) any specific service or offering that may be mutually agreed upon by a User and Open Accounting in a written statement of work, (vii) any support services and related technologies, software and/or APIs that may be provided by Open Accounting in its sole discretion for facilitating, maintaining and monitoring your use of the foregoing, and (vii) any other services or offerings that Open Accounting may provide from time to time via the Platform.
“User” or “you” or “your” (and similar terms) means any person or entity that visits, views, uses or accesses any portion of the Site, the App or any of the other Services.
“User Material” means the content, material, information (including financial information), data, instructions, media, article, post, communications, software, photos, video, graphics, music, sounds, and other material that a User may import, upload or otherwise provide to the Service in connection with a User’s use of the Service.
Subject to the terms and conditions of these Terms of Use, Open Accounting grants you a limited, non-exclusive, non-transferable right and license to access and use the Site, the App and the other Services solely for your personal or business uses (depending on the particular access plan you have selected) and subject to any feature or other use restrictions based on the plan or Premium Feature levels you are paying for. Without limiting the foregoing, Open Accounting hereby further grants you a limited, non-exclusive, non-transferable right and license to download, install and use the App on your computer and/or mobile device strictly in accordance with these Terms of Use.
Use of the Services by a single user for personal accounting purposes is generally free. However, we also offer advanced features and services such as hosting, offering multiple-seat accounts, use of the Services for business accounting purposes, User-requested customizations to the Services, and other features and services from time to time mutually agreed upon by you and Open Accounting in a written statement of work. Open Accounting may also from time to time elect to charge fees in connection with all or a portion of the Services, or to offer all or a portion of the Services on a subscription basis, or may otherwise elect to restrict portions of the Site, the App or features and functionality within the Site or App, or certain other Services. All such advanced, additional, paid and subscription-based Services are collectively referred to herein as “Premium Features” and payment to Open Accounting is required for Users to access and use such Premium Features. We will notify you of any fees associated with the Services, including any Premium Features, as well as any additional terms and conditions that might apply to such paid or subscription Services, so that you may choose whether to purchase or subscribe therefor. Generally, our fees and charges will be available on the Site via a page providing levels of Premium Features or other pricing options. In certain cases, it may be necessary for you and Open Accounting to enter into a separate written statement of work or order form applicable to such Services (for example, you need customization or development work). If you desire to purchase or subscribe for such paid Services, you agree to pay the rates or fees required by Open Accounting at such time, which rates or fees will be presented to you prior to collecting your payment information (whether in a written statement of work, an electronic notification or otherwise).
If you elect to purchase or subscribe for Services (including any Premium Features), a valid credit card will be required for paying accounts and Services will be billed in advance in accordance with the applicable pricing schedule. There will be no refunds or credits for partial months of paid Services. All fees will be exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Open Accounting’s income. You agree to pay for any taxes that might be applicable to your use of such paid Services. You agree to be billed monthly, annually or at such other installments as mutually agreed, and grant us the right to charge your credit card (or otherwise facilitate payment) with the payment information you provide us, including on a recurring basis. You will reimburse us for any fees that we may be charged related to declined payments, and you will keep us informed of all changes to your billing information.
Users may be required or allowed to link to a Google account or other third party account or site to provide, submit or upload User Material or other information to the Services. You expressly acknowledge and agree and grant us all necessary rights and licenses to access your User Material and other information that may be hosted on third party sites, integrate into third party APIs to access and transmit your User Material and other information to our Services, store such User Material and other information and process and use such User Material and information via the Services. You are solely responsible for complying with all third party agreements, terms of service or other applicable party and ensuring that you have the right to transmit User Material and other applicable information to the Services and permit the Services to process the User Material and other information.
Open Accounting makes the Platform and other Services available to Users via the Site and the App. Open Accounting reserves the sole right to either modify or discontinue the Services, including the Site, the App and any features therein, at any time with or without notice to User. Open Accounting shall not be liable to User or any third party should Open Accounting exercise such right. User understands and agrees that temporary interruptions of the Services may occur as normal events. User further understands and agrees that Open Accounting has no control over third party networks that User may access in the course of the use of the Services, and therefore, delays and disruption of other network transmissions are completely beyond Open Accounting’s control. User understands and agrees that the Site, the App and each of the other Services are provided “AS IS” and that Open Accounting assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any Content, User Material, communications or personalization settings. User understands that certain functionality and portions of the Site, the App or other Services may only be available to certain parties and that not all functionality and portions of the Site, App or other Services may be available to all Users. Any new features that augment or enhance the current Services (including any Premium Features from time to time requested by a User) shall be subject to these Terms of Use.
User acknowledges that certain portions or features of the Services may not be fully accessible or functional without: (i) a working computer or mobile device; a working Internet connection; (iii) a user account and/or an access/activation code or payment for Premium Features or any other Services that require payment; and (iv) other system elements, specifications, technology and/or equipment that may be specified by Open Accounting from time to time. It is User’s responsibility to ensure that User has all required system elements. User understands and agrees that temporary interruptions of the Services may occur as normal events. Open Accounting may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. We are not responsible for possible issues caused by third party faults or discontinued services. Open Accounting does not guarantee or warrant that any Content or User Material that you save, store or access through the Services will not be subject to inadvertent damage, corruption, or loss. You are encouraged to backup the files that you store or access on the Platform, the Site and/or the App. While we take data security and privacy seriously, you understand and agree that the technical processing and transmission of the Services, including Content and User Material, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You acknowledge and agree that the Platform, Site, App and other Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform, Site, App or Services under these Terms of Use, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. Open Accounting and its licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.
User’s affirmative act of viewing or using any portion of the Site, the App or any of the other Services (including, without limitation, submitting any forms to Open Accounting via the Site or the App) constitutes User’s electronic signature to these Terms of Use and User’s consent to enter into agreements with Open Accounting electronically. User also agrees that Open Accounting may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). Open Accounting can send User electronic Notices (i) to the e-mail address that User provided to Open Accounting (if any), or (ii) by posting the Notice through the Site and/or the App. The delivery of any Notice from Open Accounting is effective when sent or posted by Open Accounting, regardless of whether User reads or views the Notice when User receives it or whether User actually receives the delivery. User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Services. User can retrieve an electronic copy of this contract by clicking on the “Terms of Use” link on the Platform. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
All questions, complaints, claims or other notices to Open Accounting shall be in writing and shall be made either via email to support@openaccounting.io, or using any contact functions made available via the Site or the App.
Any notices or communication under these Terms of Use will be deemed delivered to Open Accounting on the delivery date.
User agrees to: (i) provide true, accurate, current and complete information about User as prompted by Open Accounting’s forms and in any other related document or agreement; (ii) to maintain and update User’s information to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, Open Accounting reserves the right to terminate User’s use of the Services and withdraw any offer or agreement. You agree to keep your account information, including your login and password, secure and not to share it with any third party. You are solely responsible for the maintaining the security of your account.
While using Services, you agree that you will not: (i) violate any laws, third party rights or our policies; (ii) use our Services or submit any of our forms if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Services; (iii) manipulate the Site, the App, the other Services, email responses or interfere with any other users use of the Services; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, any content on the Platform, the Site or the App or any of our business ideas, (vii) distribute viruses or any other technologies that may harm Company, or the interests or property of our other users; (viii) copy, modify, or distribute rights or content from the Platform, the Site or the App or commercialize any of our Services or any information or software provided with such Services; (ix) harvest or otherwise collect information about our users, including email addresses, without their consent; (x) use the Services to gain unauthorized access to Open Accounting’s network(s) or server(s); (xi) interfere with any User’s use and enjoyment of the Site, the App or other Services; (xii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity. This description of prohibited conduct is not intended to be exhaustive, and Open Accounting has sole discretion to determine what constitutes prohibited conduct for Users. Users who violate system or network security may incur criminal or civil liability.
User must be 18 years of age or older to visit or use any of the Services in any manner. By visiting the Site, using the App, receiving any of the other Services or otherwise accepting these Terms of Use, User represents and warrants to Open Accounting that User is 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Use. User also represents and warrants to Open Accounting that Users will use the Services in a manner consistent with any and all applicable laws and regulations.
User shall keep reasonable records relating to its use of the Services and its compliance with the rights and licenses granted herein including any requirements applicable to Premium Features or other paid Services. Open Accounting or its agents or representatives may, upon reasonable notice and during normal business hours, but no more often than once a year, inspect User’s records related to use of the Services and compliance with the terms of this Terms of Use. Open Accounting shall have the right and ability to monitor use of the Services remotely and/or electronically to confirm the number of users (if, to the extent applicable, pricing is based on number of users) using the Services and to otherwise verify User’s compliance with the terms of this Agreement.
User acknowledges and agrees that the Site, the App, the Services, the Premium Features and/or certain third party applications or services related to your use of the Site (e.g. Google Analytics) may be available on or integrated into the Site or the App or via Services and may transmit to Open Accounting and/or its third party service providers (and Open Accounting and its third party service providers may collect and use) certain data and information related to the Site, the App or the Services, including as related to its operation and use by a User.
In the event that User does not pay any fees due for the Services (to the extent applicable), or for the Premium Features, when due or User is otherwise in material breach of the terms of this Agreement, User acknowledges and agrees that Open Accounting may remotely disable or terminate use of the Platform, the Site, the App or other Services and/or Premium Features.
The information Open Accounting obtains through User’s use of the Site, the App and the other Services, including User information, is subject to Open Accounting’s Privacy Policy, which is specifically incorporated by reference into these Terms of Use.
You are responsible for all User Material submitted to the Site, the App or any of the other Services and any activity that occurs under your account. You shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your User Material. Open Accounting shall not be responsible for any data, information or material that you authorize us to retrieve or that you submit to the Services in the course of using the Services. Open Accounting does not pre-screen, verify, confirm or otherwise authorize User Material. However, Open Accounting and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any User Material that is processed by or provided to the Services. We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are illegal, threatening or otherwise objectionable or violates any party's intellectual property or these Terms of Use.
User acknowledges and agrees and hereby grants Open Accounting any and all rights and licenses to: (i) access, use, process, display and manipulate any User Material and any User systems as necessary to provide, improve and monitor the Services; (ii) display or use, in advertising or otherwise, User’s name, logo and trademarks, to provide the Services and to indicate that User is or was a customer of Open Accounting; and (iii) use User information and User Material for its commercial and marketing purposes consistent with Open Accounting’s Privacy Policy, including, without limitation, to use User information and User Material for its research and analysis purposes.
You understand and agree that certain information you may import to or process on the Site, the App or other Services may become publicly available depending on your settings and whether Premium Feature or other paid Services are enabled. You are solely responsible for monitoring what information you might make publicly available and we are not responsible or liable for any claims related to you making such information publicly available.
User agrees that Open Accounting may at any time, and at Open Accounting’s sole discretion, terminate User’s access to any portion or all of the Services without prior notice to User for violating this Agreement, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating User’s relationship and may be referred to appropriate law enforcement authorities. In addition, User acknowledges that Open Accounting will cooperate fully with investigations of violations of systems or network security at other sites. Upon termination or suspension, regardless of the reasons therefore, User’s right to use the Site, the App or any of the other Services immediately ceases, and User acknowledges and agrees that Open Accounting may immediately deactivate or delete User’s account (if applicable) and all related information and files in User’s account and/or bar any further access to such files, the Site, the App and the other Services. Open Accounting shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Open Accounting in connection therewith. Applicable provisions of this Agreement shall survive any termination.
The Site, the App or other portions of the Services may link Users to other sites on the Internet or otherwise include references to information, documents, software, materials, content and/or services provided by other parties (“Third Party Materials”). These Third Party Materials may contain information or material that some people may find inappropriate or offensive. These Third Party Materials (and the third parties responsible therefor) are not under Open Accounting’s control, and User acknowledges that Open Accounting is not responsible for the accuracy, completeness, validity, copyright compliance, legality, decency, or any other aspect of such Third Party Materials, nor is Open Accounting responsible for errors or omissions in any references to other parties or their products and services. The inclusion of Third Party Materials, including any reference or link thereto, is provided merely as a convenience and does not imply endorsement of, or association with, the Site, the App, the Services, Open Accounting or Open Accounting’s Affiliates, or any warranty of any kind, either express or implied. You access and use all such Third Party Materials entirely at your own risk and subject to such third parties’ terms and conditions.
By accepting these Terms of Use, User acknowledges and agrees that the Site, the App and each of the other Services are protected by Open Accounting’s, its Affiliates’ and their respective licensors’ copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Open Accounting and/or its Affiliates and/or their respective licensors. Any unauthorized use of Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Neither Open Accounting nor Open Accounting’s Affiliates warrant or represent that User’s use of Content displayed on, or obtained through, the Services will not and does not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Services that are available on the Site or the App may be protected by patent applications pending in, or filed with, the United States, and Open Accounting may prepare and file additional patent applications in selected foreign jurisdictions.
By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, irrevocable, worldwide and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to Open Accounting to use to improve Open Accounting products or services. You acknowledge that submission of feedback and suggestions is voluntary and Open Accounting may consider or is developing technology that is the same or similar to your feedback or suggestions.
Notwithstanding the foregoing in this Section 9, certain of the Services may contain or be based on open source software. Applicable attribution and licenses related to the open source software may be found on the Site. The Services utilize the open source software developed by the Company known as “Open Accounting” (the “OA OSS”) and released under the MIT License. The Company has modified the OA OSS and certain of the Services are proprietary.
Copyright (c) 2018 Open Accounting LLC
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
Company agrees that the User Material is owned by User and is protected by U.S. and international intellectual property laws, and that User shall solely own and retain all right, title and interest to, including all intellectual property rights in, the User Material. User is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all User Material, and Company assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store any User Material. Company shall not be required to maintain a backup or copy of any User Material and Company shall have no liability for any loss of User Material, whether caused by Company, User, any third party service provider or any third party. User shall comply with local, national and international laws and regulations applicable to the transmission or storage of data through the Services. User is solely responsible for ensuring that it has all rights necessary to provide the User Material to Open Accounting and the Services. User acknowledges and agrees that no transmission or hosting of data is 100% secure and there remains a possibility that User Material may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and Company shall have no liability relating to any such breach or access.
Open Accounting respects the intellectual property of others, and Open Accounting asks Users to do the same. If User believes its copyright, trademark or other property rights have been infringed by the Services, User should send notification to Open Accounting, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit Open Accounting to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Open Accounting to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
THE PLATFORM, THE SITE, THE APP, THE SERVICES, AND ALL CONTENT ON, AND SERVICES PROVIDED THROUGH, THE PLATFORM, THE SITE, THE APP AND/OR THE OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, OPEN ACCOUNTING MAKES NO WARRANTY THAT (A) THE PLATFORM, THE SITE, THE APP, THE CONTENT AND SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE PLATFORM, THE SITE, THE APP, THE CONTENT AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE APP, THE SERVICES OR RESULTS OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER FROM THE PLATFORM, THE SITE, THE APP OR THE SERVICES FROM OPEN ACCOUNTING OR OPEN ACCOUNTING’S AFFILIATES WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE PLATFORM, THE SITE, THE APP, THE CONTENT AND/OR RESULTS OF THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE USE OF THE PLATFORM, THE SITE, THE APP, THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE AND/OR THE APP ARE DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO USER’S COMPUTER SYSTEM(S) OR NETWORK(S) OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
IN NO EVENT SHALL OPEN ACCOUNTING BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT OPEN ACCOUNTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE SITE, THE APP, THE SERVICES, OR ANY CONTENT, OR WEB SITE REFERENCED OR LINKED TO FROM THE PLATFORM, THE SITE OR THE APP. FURTHER, OPEN ACCOUNTING SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE PLATFORM, THE SITE OR THE APP OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE PLATFORM, THE SITE OR THE APP, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS. OPEN ACCOUNTING AND ITS AFFILIATES MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER'S USE OR ACCESS TO THE SITE, THE APP OR ANY OF THE OTHER SERVICES SHALL BE $100. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER IN THOSE PARTICULAR JURISDICTIONS.
Upon a request by Open Accounting, User agrees to defend, indemnify, and hold Open Accounting and Open Accounting’s Affiliates harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees, that arise from, are related to or otherwise are connected with (i) User’s use or misuse of the Site, the App and/or any of the other Services; (ii) any misrepresentation, fraud or other act or omission that is inconsistent with the requirements of the Platform, the Site, the App or any agreements entered into between Open Accounting and User; (iii) any breach of any provision of these Terms of Use; (iv) any violation of applicable law by User; (vi) any violation of any intellectual property rights by User, whether Open Accounting's rights or those of a third party; (vii) any User Material that User imports, uploads or otherwise provides to the Service; and (viii) any claims from any third parties that may be impacted by your use of the Services, including any accounting services performed by or on behalf of User. Open Accounting reserves the right, at Open Accounting’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with Open Accounting in asserting any available defenses.
Although the Site and/or the App and/or other Services may be accessible worldwide, Open Accounting makes no representation that (i) use of, or Content on, the Site, the App or any other Services are appropriate or available for use in locations outside the United States, and (ii) use of the Site, the App, or any other Services, or Content on the Site or the App or made available via the Services, are compliant with foreign law. Users who choose to access the Site, the App or other Services from other locations do so on User’s own initiative and are responsible for compliance with local laws and requirements, including all applicable accounting, tax and legal obligations and requirements. Any offer for any product, service, and/or information made in connection with the Site, the App or with any of the other Services is void where prohibited.
User agrees that the laws of the Commonwealth of Virginia, without regard to principles of conflict of laws, will govern these Terms of Use and any claim or dispute that has arisen or may arise between User and Open Accounting, except as otherwise stated in these Terms of Use. All claims under these Terms of Use or related to User’s relationship with the Site, the App or the other Services shall be brought in Alexandria, Virginia.
These terms and conditions together with the Privacy Policy constitute the entire agreement and understanding between Open Accounting and User concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by User and Open Accounting. To the extent that anything in or associated with the Platform, the Site or the App is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence. Notwithstanding the foregoing, any submission or screen on the Platform, the Site or the App related to pricing or otherwise agreed to by User related to usage limitations or pricing for the Services shall supplement these Terms of Use and apply to the User.
The following terms apply only to downloads of the App from Apple. These terms are in addition to all other terms contained in these Terms of Use:
You acknowledge and agree that: (i) these Terms of Use represent an agreement between, and is concluded between, you and Open Accounting only, and not Apple; and (ii) Open Accounting, not Apple, is solely responsible for the App and the content thereof. Your use of the App must comply with the App Store Terms of Service and, to the extent there is a conflict between usage rules contained in these Terms of Use and those contained in the App Store Terms of Service, the usage rules from the App Store Terms of Service shall apply.
Without limiting any other terms and conditions of these Terms of Use, the license granted to you hereunder for the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control and as permitted by the usage rules set forth in the Apple App Store Terms of Service, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.
Open Accounting and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App paid via iTunes or the App Store, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App and, as between Open Accounting and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Open Accounting.
You and Open Accounting acknowledge that as between Open Accounting and Apple, Open Accounting (and not Apple) is responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and/or use of the App including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation, in each case to the extent required by these Terms of Use.
You and Open Accounting acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, as between Open Accounting and Apple, Open Accounting, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.
You represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
Without limiting any other terms of these Terms of Use, you must comply with all applicable third-party terms of agreement when using the App.
You and Open Accounting acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the App, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App against you as a third party beneficiary thereof.
User may not assign User’s rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. Open Accounting may freely assign Open Accounting’s rights and obligations under these Terms of Use and transfer, assign or novate these Terms of Use.
In addition to any excuse provided by applicable law or under this Agreement, Open Accounting shall be excused from liability for non-delivery or delay in delivery of products and services available through the Platform, the Site or the App arising from any event beyond Open Accounting’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Open Accounting’s reasonable control, whether or not similar to those which are enumerated above.
If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Any failure by Open Accounting to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision or a waiver of Open Accounting’s right to enforce or exercise any such provision of these Terms of Use in the future.
These Terms of Use are strictly between Open Accounting and User. There are no intended third party beneficiaries of these Terms of Use.
If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Site and Services and related documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Use and will be prohibited except to the extent expressly permitted by the terms of these Terms of Use.
The term “including” as used in these Terms of Use shall mean “including, without limitation,” unless the context otherwise requires.
BY USING THE SITE, THE APP AND/OR ANY OF OUR OTHER SERVICES AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS VIA THE SERVICES, USER AGREES TO BE BOUND BY THESE TERMS OF USE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE AND/OR THE APP NOW AND CEASE ALL FURTHER USE THEREOF AND OF ANY RELATED SERVICES.