Terms of Service

End-User License Agreement (“Agreement”)

Last updated: Nov 1, 2022

Acceptance of These Terms of Service

 Bookkeep.com Inc. (“Bookkeep” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website located at bookkeep.com (the “Site”) and through related technologies (collectively with any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BOOKKEEP ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: At Bookkeep, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://Bookkeep.com/privacy/ (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

 Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description: The Service is designed to automate your accounting and [provide smarter integrations for all of your sales channels, including commerce apps like Shopify, Square, Amazon Seller and many more. The Bookkeep team includes accountants, business owners and data nerds, so Bookkeep knows the important of accurate accrual-based financial reporting.

Your Registration Obligations: You may be required to register with Bookkeep or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Bookkeep of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Bookkeep will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Bookkeep reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Bookkeep will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Bookkeep may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Bookkeep’s or its third-party service providers’ servers on your behalf. You agree that Bookkeep has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Bookkeep reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Bookkeep reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Registration Through Partners: You may sign up for the Service through Shopify, Inc. (“Shopify”).  If you sign up for the Service through Shopify, billing matters will be handled by Shopify in accordance with the Shopify Terms of Service (https://www.shopify.com/legal/terms). Shopify may use information or data you submit in accordance with its Privacy Policy, as may be amended from time to time (https://www.shopify.com/legal/privacy). We may also support registration for the Service through other third-party partners, and your activities in connection with those partners will be subject to their respective terms and conditions, privacy policies and other applicable agreements. Bookkeep has no control over and is not responsible for any services provided by third-party partners.

 Subscriptions and Payment

Subscription:  We offer certain benefits and features of the Service to users of the Service that have signed up a subscription (a “Subscription”, and such users, “Subscribers”).  We may offer different Subscription tiers, and the access, benefits, special offers and fees may change over time as we operate the Subscription program.  Click here https://www.bookkeep.com/pricing/ for information about Subscriptions, including details about the various tiers and the free trial, if applicable.  Depending on your Subscription tier, there may be certain limits on your use of the Service.  We reserve the right to modify, suspend or discontinue, temporarily or permanently, any Subscription benefits or access from time to time with prior notice to you.  We reserve the right to accept or refuse Subscribers in our discretion. 

Free Trial:  Bookkeep may offer Subscriptions, or other access to the Service, at no charge for a free trial period (the “Free Trial”).  You may be required to enter your billing information in order to sign up for Free Trial.  If you do enter your billing information when signing up for the Free Trial, you will not be charged by Bookkeep until the Free Trial has expired.  On the last day of the Free Trial period, unless you cancelled such Subscription, you will be automatically charged the applicable fees for the type of Subscription you have selected.  You will have the option to start paid service at any time during the Free Trial.  At any time and without notice, Bookkeep reserves the right to cancel or modify this Free Trial offer.

Subscription Payment Plan:  When you sign up for a Subscription you will be required to select a Subscription tier (including, if applicable, a free trial) and its related payment plan.  You agree to pay Bookkeep the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Services.  Any Subscription fees charged to you are non-refundable except as expressly set forth in these Terms of Service or the Subscription page here https://www.bookkeep.com/pricing/.  On your monthly billing date, we may automatically downgrade or upgrade your Subscription tier to match your current usage level of the Services (for example, we may increase your Subscription to a higher tier if your channel use or processed revenue exceeds your current plan limit).  We will notify you of any such Subscription tier change.  You hereby authorize Bookkeep to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account or Subscription, and you further agree to pay any charges so incurred.  If you dispute any charges you must inform Bookkeep by emailing us at [email protected] within thirty (30) days after the date that Bookkeep charges you.  We reserve the right to change fees for Subscriptions.  If we do change fees for Subscriptions and you are a current Subscriber, we will provide notice through the Service user interface, a pop-up notice, email, or through other reasonable means, at Bookkeep’s option, at least thirty (30) days before the change is to take effect.  Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.  Subscribers may cancel their Subscriptions any time by visiting their account and adjusting their Subscription settings. 

Payment Processing: Notwithstanding any amounts owed to Company hereunder, COMPANY DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. Company assumes no liability or responsibility for any payments you make through the Service. You represent and warrant to Bookkeep that such information is true and that you are authorized to use the payment instrument.  You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.  You agree to pay Bookkeep the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service.  You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Bookkeep’s net income.  If all eligible payment methods we have on file for are declined or your payment otherwise fails, we may immediately cancel or revoke your access to the Services; we may contact you to provide us a new eligible payment method promptly or your Subscription will be canceled.  If you provide us with a new eligible payment method and are successfully charged, your new Subscription period will be based on the original renewal date and not the date of the successful charge.  If you contact your bank or credit card to decline or reverse the charge of fees, we may revoke your Subscription and/or access to our Services in general.

UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

Termination of Subscription:

• If you decide not to renew your Subscription or if you end your Subscription during your applicable Subscription term pursuant to the procedure set out on Subscription page https://www.bookkeep.com/pricing/, we will not renew your Subscription at the end of such term.
• Bookkeep reserves the right to terminate your Subscription at our discretion without notice. If we do so, we will give you a prorated refund based on the time remaining in your applicable Subscription. 
• Bookkeep will not give any refund for termination of a Subscription related to conduct that we determine, in our discretion, violates these Terms of Service or any applicable Law, involves fraud or misuse, or is harmful to our interests or another user.

When your Subscription is terminated or expires, you may lose access to certain benefits that were provided under your previous applicable Subscription terms.  You may have the option of deleting or deactivating your account at the end of such Subscription term.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Bookkeep, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Bookkeep. Bookkeep reserves the right to investigate and take appropriate legal action against anyone who, in Bookkeep’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

1. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Bookkeep, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Bookkeep or its users to any harm or liability of any type;
2. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
3. violate any applicable local, state, national, or international law, or any regulations having the force of law;
4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
5. solicit personal information from anyone under the age of 18;
6. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
7. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
8. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
9. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
10. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
11. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Bookkeep from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Competitors: No employee, independent contractor, agent, or affiliate of any competing automated accounting company is permitted to view, access, or use any portion of the Service without express written permission from Bookkeep. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Bookkeep or any of its affiliates, or acting on behalf of a competitor of Bookkeep in using or accessing the Service.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or share for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.  The Service is solely for your personal, non-commercial use.    

Mobile Services and Software

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device and (ii) the ability to browse the Service and the Site from a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Bookkeep and other entities by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Bookkeep account information to ensure that your messages are not sent to the person that acquires your old number.

Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Bookkeep, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Bookkeep.

Special Notice for International Use; Export Controls: Bookkeep is headquartered in the United States. If you access or use the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. If required by any license for particular open source software, Bookkeep makes such open source software, and Bookkeep’s modifications to that open source software (if any), available by written request to [email protected]. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Bookkeep, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Bookkeep name and logos are trademarks and service marks of Bookkeep (collectively the “Bookkeep Trademarks”). Other Bookkeep, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Bookkeep. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Bookkeep Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Bookkeep Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Bookkeep be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Bookkeep does not pre-screen content, but that Bookkeep and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Bookkeep and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Bookkeep, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Bookkeep and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service in any form, medium or technology now known or later developed. Such use shall at all times comply with our Privacy Policy and applicable laws. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Bookkeep and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Bookkeep are non-confidential and Bookkeep will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Bookkeep may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Bookkeep, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services, such as networking services like LinkedIn. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. Some Third-Party Services that you request to use require that we provide them with access to certain information associated with your use of the Services (e.g., summary and order level data) in order to provide such Third-Party Services, and you agree that will may make such information available to them in accordance with our Privacy Policy.  For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Bookkeep has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Bookkeep, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Bookkeep enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Bookkeep will not be responsible or liable, directly or indirectly, for the performance of or any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

You agree to defend, indemnify, and hold harmless Bookkeep, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Bookkeep Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Bookkeep Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Bookkeep Party. Bookkeep will provide notice to you of any such claim, suit, or proceeding. Bookkeep reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Bookkeep’s defense of such matter. You may not settle or compromise any claim against the Bookkeep Parties without Bookkeep’s written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE BOOKKEEP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE BOOKKEEP PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BOOKKEEP PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BOOKKEEP PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE BOOKKEEP PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BOOKKEEP IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate