Terms and Conditions

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (EITHER AN INDIVIDUAL OR THE ENTITY YOU REPRESENT) (“CUSTOMER,” “YOU,” OR “YOUR”) AND UNDERSIGNED COMPANY (“COMPANY,” “WE,” “US,” OR “OUR”). BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CLICKING A BOX INDICATING ACCEPTANCE, OR ACCESSING OR USING THE COMPANY’S PROPRIETARY CUSTOMER RELATIONSHIP MANAGEMENT PLATFORM AND RELATED SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. 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 TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting shares or interests.

1.2 “Authorized User” means an individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Services under Customer’s account, subject to the limitations set forth in an Order Form.

1.3 “Customer Data” means all electronic data, information, contact records, customer profiles, communications, logs, and other content uploaded, ingested, or submitted by or on behalf of Customer or its Authorized Users into the SAAS ONLINE ACCOUNTING SERVICES (OAS) Platform.

1.4 “Documentation” means the online user guides, technical documentation, videos, tutorials and help articles may be provided or made available by Company regarding the operation and use of the Services.

1.5 “Order Form” means an ordering document, online sign-up page, or invoice executed or accepted by Customer specifying the subscription plan, fees, billing cycles, scope, and Authorized User allocations for the Services.

1.6 “SAAS OAS Platform” or “Services” means Company’s cloud-based ONLINE ACCOUNTING SERVICES, hosted software applications, application programming interfaces (APIs), web interfaces, mobile applications, and associated support services described in the applicable Order Form.

1.7 “Third-Party Services” means web-based, mobile, or offline applications, software, integration(s), products, or services provided by third parties that interoperate or integrate with the Services.

2. SERVICE PROVISION & AUTHORIZED USE

2.1 Provision of Access. Subject to the terms and conditions of this Agreement and payment of all applicable Fees, Company grants Customer a non-exclusive, non-transferable, non-sub-license-able, worldwide right to access and use the SAAS OAS Platform during the Subscription Term solely for Customer’s internal business operations.

2.2 Account Setup and Security. Customer is responsible for configuring access credentials for its Authorized Users. Customer shall ensure that each Authorized User maintains the confidentiality of their login credentials. Customer agrees to immediately notify Company of any unauthorized access to or use of its account or credentials. Customer is solely responsible for all activities that occur under its account.

2.3 Usage Limits. Use of the SAAS OAS Platform is subject to the limits specified in the applicable Order Form (e.g., number of Authorized Users, contact record limits, monthly email dispatch limits, storage limits). If Customer exceeds any applicable usage limit, Customer shall pay additional fees for such excess usage at Company’s then-current standard rates or upgrade to an appropriate tier upon request.

3. RESTRICTIONS ON USE

3.1 Prohibited Activities. Customer shall not, and shall ensure its Authorized Users do not:

(a) License, sub-license, sell, resell, transfer, assign, distribute, time-share, or commercially exploit the SAAS OAS Platform or make it available to any third party other than Authorized Users;

(b) Modify, copy, create derivative works of, reverse engineer, de-compile, or disassemble any part of the SAAS OAS Platform;

(c) Access the SAAS OAS Platform to build a competitive product or service, or benchmark the platform’s performance;

(d) Use the SAAS OAS Platform to send unauthorized bulk communications, unsolicited marketing ("spam"), or communications in violation of applicable laws (including CAN-SPAM and the Telephone Consumer Protection Act);

(e) Store, transmit, or process malicious code, viruses, Trojan horses, worm binaries, or harmful scripts;

(f) Interfere with or disrupt the integrity or performance of the SAAS Platform or related systems;

(g) Attempt to gain unauthorized access to any part of the SAAS OAS Platform, servers, or networks;

(h) Store or transmit material that is unlawful, infringing, defamatory, libelous, or invasive of another’s privacy.

4. FEES, BILLING, AND PAYMENTS

4.1 Subscription Fees. Customer agrees to pay Company all subscription fees specified in all applicable Order Forms (“Fees”). Except as expressly provided herein or in an Order Form, free service for first 30 days, all payment obligations are non-cancel-able and all Fees paid are non-refundable after first 30 days of subscription.

4.2 Payment Terms. Unless otherwise stated in an Order Form, all Fees are due upfront on a monthly or annual recurring billing cycle after first 30 days for free. Payment shall be made via credit card, ACH, or automated electronic payment method authorized by Customer.

4.3 Late Payments. Overdue balances shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the date due until paid in full. Company reserves the right to suspend Customer’s access to the SAAS OAS Platform upon ten (10) calendar days’ written notice if any invoiced amount remains unpaid after its due date.

4.4 Taxes. Fees do not include any local, state, federal, or foreign taxes, duties, or assessments (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Company’s net income, gross receipts, or employees.

5. PROPRIETARY RIGHTS AND DATA OWNERSHIP

5.1 Company Intellectual Property. As between the parties, Company and its licensor(s) retain all right, title, and interest, including all patent, copyright, trade secret, trademark, and other intellectual property rights, in and to the SAAS OAS Platform, Documentation, underlying algorithms, software, and any enhancements, updates, or modifications thereto.

5.2 Customer Data Ownership. As between Company and Customer, Customer owns all right, title, and interest in and to all Customer Data. Customer hereby grants Company a non-exclusive, worldwide, royalty-free license to host, copy, transmit, format, and process Customer Data solely as necessary to provide, maintain, and secure the SAAS OAS Platform in accordance with this Agreement.

5.3 Aggregated and Anonymized Data. Customer agrees that Company may collect, generate, and process aggregated, anonymized, and non-personally identifiable statistical or performance analytics derived from Customer’s use of the Services (“Aggregated Data”). Company owns all right, title, and interest in Aggregated Data and may use it for product development, bench-marking, industry reporting, and service improvement, provided that such data never identifies Customer or any individual data subject.

5.4 Feedback. If Customer or its Authorized Users provide Company with any suggestions, enhancement requests, comments, or recommendations regarding the SAAS OAS Platform (“Feedback”), Company shall have a royalty-free, fully paid-up, worldwide, perpetual, irrevocable right to use and incorporate such Feedback without restriction or obligation.

6. DATA PRIVACY, SECURITY, AND COMPLIANCE

6.1 Privacy & Security Safeguards. Company maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.

6.2 Data Processing Terms. To the extent Customer Data includes Personal Information or Personal Data regulated by U.S. federal or state privacy legislation (such as the California Consumer Privacy Act / CCPA / CPRA), the parties agree to comply with the terms of Company's Data Processing Addendum (“DPA”), incorporated herein by reference.

6.3 Customer Compliance Responsibilities. Customer represents and warrants that it has obtained all necessary consents, disclosures, and legal bases required under applicable federal, state, and international laws (including state privacy laws, CAN-SPAM Act, and TCPA) to collect, store, transmit, and process Customer Data within the SAAS OAS Platform. Customer is solely responsible for the accuracy, legality, and quality of all Customer Data.

7. CONFIDENTIALITY

7.1 Definition. “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Customer Data, pricing structures, system architecture, source code, business strategies, and security reports.

7.2 Obligations. The Receiving Party shall: (a) protect the Disclosing Party’s Confidential Information with the same degree of care it uses for its own confidential information of like nature (but not less than a reasonable standard of care); (b) not use Confidential Information for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information to its employees, contractors, and legal/financial advisors who need to know such information and are bound by confidentiality obligations at least as restrictive as those herein.

7.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without reference to or reliance on Disclosing Party’s Confidential Information; or (d) is received from a third party without breach of confidentiality obligations.

7.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or judicial order, provided it gives prompt written notice to the Disclosing Party (where legally permissible) to enable the Disclosing Party to seek a protective order.

8. WARRANTIES AND DISCLAIMERS

8.1 Company Warranties. Company warrants that the SAAS OAS Platform will perform substantially in accordance with the applicable Documentation under normal use. Customer’s sole and exclusive remedy for breach of this warranty shall be for Company to use commercially reasonable efforts to correct the non-conformity or, if Company determines such correction is commercially impracticable, to terminate the applicable Order Form and refund any prepaid, unearned Fees.

8.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SAAS OAS PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPLETELY FREE FROM BUG-FREE OPERATION.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR COVER DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, SAVINGS, BUSINESS OPPORTUNITY, DATA LOSS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Direct Damages Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO THE LIABILITY.

10. INDEMNIFICATION

10.1 Company Indemnification. Company shall defend Customer against any third-party claim, suit, or proceeding alleging that the SAAS OAS Platform directly infringes any U.S. patent or copyright or misappropriates any third-party trade secret, and Company shall indemnify Customer against any damages, liabilities, reasonable attorneys' fees, and costs finally awarded against Customer or agreed upon in a written settlement.

10.2 Customer Indemnification. Customer shall defend Company and its Affiliates against any third-party claim, suit, or proceeding arising from or relating to: (a) Customer Data; (b) Customer’s breach of Section 3 (Restrictions on Use) or Section 6.3 (Customer Compliance Responsibilities); or (c) Customer's violation of third-party rights or applicable laws (including CAN-SPAM, TCPA, and state privacy mandates). Customer shall indemnify Company against damages, liabilities, reasonable attorneys' fees, and costs finally awarded or settled.

10.3 Indemnification Procedures. Each party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) providing prompt written notice of the claim; (b) granting sole control of the defense and settlement of the claim to the indemnifying party (provided settlement unconditionally releases the indemnified party without monetary obligation); and (c) providing reasonable assistance at the indemnifying party’s expense.

11. TERM AND TERMINATION

11.1 Agreement Term. This Agreement commences on the Effective Date of the first Order Form and remains in effect until all subscriptions granted hereunder have expired or been terminated.

11.2 Subscription Renewal. Subscriptions automatically renew for successive periods equal to the initial Subscription Term (e.g., monthly or annually) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current Subscription Term.

11.3 Termination for Cause. Either party may terminate this Agreement or an individual Order Form upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or (b) becomes the subject of a petition in bankruptcy or insolvency proceeding.

11.4 Effect of Termination. Upon termination or expiration of this Agreement:

(a) Customer's right to access and use the SAAS Platform shall immediately cease and all customer data may be purged after 30 days of termination and or non-payment;

(b) Customer shall pay all outstanding unpaid Fees accrued up to the effective date of termination;

(c) Upon request within thirty (30) days of termination, Company will make Customer Data available for export or download by the customer. After such 30-day period, Company may permanently delete or destroy all Customer Data in its possession, subject to legal compliance requirements.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, USA, without regard to its conflict of law principles.

12.2 Dispute Resolution & Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation or breach, shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Somerset, NJ, USA 08873 and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.3 Class Action Waiver. CUSTOMER AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

13. SERVICES, FREE FIRST 30 DAYS, PAID SUBSCRIPTIONS AND REFUND PROVISIONS

SERVICES

Company offers online bookkeeping services as required by the IRS to maintain books and file taxes for “Schedule C”. Our services are rendered by automation software (AI agents) to categorize transactions within the 15 accounting categories provided by the IRS. These categories may be edited, deleted, more added and or sub-categories created therein. AI agents can make mistakes, particularly for the changed or additional categories for which the AI agents may not have been trained sufficiently. Manual editing provision, is available for an oversight by the AI agents, if any.

SUBSCRIPTIONS

Company offers services to USA entities only and has 6 levels of subscription and payment plans.

(A) Free – $0 - good for 30 days up to 200 entries and one bank feed only. For additional bank feeds and additional entries, please see items (E) and (F) below.

(B) Monthly - $19.00 per 31 days, up to 200 entries and one bank feed charges during these 31 days. For additional bank feeds and additional entries, please see (E) and (F) below.

(C) Yearly - $199.00 per 366 days up to 2400 entries and one bank feed charges during the 366 days. For additional bank feeds and additional entries, please see (E) and (F) below.

(D) Life time deal (LTD) - $99 up to 2400 entries and one bank feed charges for the first 366 days, thereafter 2400 entries per year are included in the LTD; but bank feed fees are charged for each linked bank, minimum $10 per year per bank feed per year. For additional bank feeds and additional entries, please see (E) and (F) below.

(E) Additional Entries – $10 per up to 50 additional entries or any part thereof charged before you can add additional entries after 200.

(F) Additional Bank Feed Charges – Minimum $10 each per month per additional bank feed. As of this date, Most major USA bank feed charges are up to $10 per month.

FREE 30 DAYS SERVICE

A. Only initial, first 30 days of service are provided free and without any credit card derails, to each subscriber, to try our service for any type of subscription.

If you paid for a subscription, prior to, or within the first 30 days duration of free service, then, you are still entitled to your full subscription refund; however, within the first thirty days of starting from the day when you signed up for it initially. After the first 30 days of free period, no other additional free time is provided for refund guarantee, regardless of when you paid for your subscription.

Recurring subscriptions, re-established accounts, and or upgrading the account, do not qualify for additional 30 days of free service.

If you cancel the service before finishing the first 30 days, you don’t qualify for additional remaining period, if it was can canceled without you using full 30 days.

Subscriber means - one entity with one email address only. Changing the email ID does not entitle you for another 30 days free service.

30 days of free service without credit card is provided in good faith and for fair use by the company to its new customers only. Company reserves the right to refuse initial free 30 days of subscription, if it detects anyone abusing the process, during the initial set up. Additional branches, addresses or sub-license are not entitled to other extra 30 days of free service.

B. After your first 30 days of subscription, no refund is due for any reason, regardless. Additional linked bank-feed fees, if paid during the initial free 30 days are not refundable as we pay this non refundable fee for getting you the additional bank feed.

C. There are no additional bank or credit card statement charges if uploaded manually within the 200 entries parameter per month or 2400 per year for yearly subscription.

FOUNDERS

If you sign up as a FOUNDING MEMBER (While the FOUNDER SIGN UP Program is still available), you get free service while you remain enrolled in it till the program ends. Further, you get free service for one more year after the enrollment ends, just as if you bought an yearly subscription. And then another 50% off on yearly plans for as long you remain enrolled without any interruptions, after the first free year. 50% off is not applicable to LIFE TIME DEAL.

14. MISCELLANEOUS PROVISIONS

14.1 Entire Agreement. This Agreement, including all Order Forms, schedules, exhibits, and DPAs incorporated herein, constitutes the entire agreement between Company and Customer regarding its subject matter and supersedes all prior proposals, negotiations, and representations.

14.2 Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

14.3 Force Majeure. Neither party shall be liable for any failure or delay in performance (except for payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, network/infrastructure outages, labor strikes, or governmental mandates.

14.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

14.5 Relationship of the Parties. Company and Customer are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, or employment relationship between the parties.

14.6 Notices. All notices required under this Agreement shall be in writing and delivered by electronic mail (email) to the contact addresses designated in the applicable Order Form.

Contact Information

If you have any questions regarding these Terms and Conditions, please contact us at: COMPANY: VIJAY CHOPRA Address (Sales): 46 Bennetts Lane, Somerset, NJ, USA 08873 Email: info@getbarebooks.com