Last Updated: October 18, 2018
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.
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.
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.
All questions, complaints, claims or other notices to Open Accounting shall be in writing and shall be made either via email to email@example.com, or using any contact functions made available via the Site or the App.
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 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.
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.
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 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.
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.
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 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.
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.