Effective Date: August 1, 2026
Customers who subscribe on or after August 1, 2026, will be governed by these Terms upon execution of their Subscription Order Form. Customers who subscribed before August 1, 2026, will become subject to these Terms effective August 1, 2026 upon thirty (30) days written notice, or upon execution of a Subscription Order Form or Subscription Change Order, whichever is first.
CLIENT MASTER SERVICES TERMS
These Client Master Services Terms (“Terms”) govern all services provided by Accountally LLC (“Accountally”), a Delaware limited liability company, to the customer identified in the applicable Subscription Order Form (“Customer”). Each Subscription Order Form incorporates these Terms by reference.
Each Subscription Order Form, together with any properly executed Subscription Change Orders, and these Terms, constitutes the entire agreement between the parties (collectively, the "Agreement"). In the event of any conflict among the Agreement documents, the following order of precedence shall apply: (a) the most recently executed Subscription Change Order; (b) the applicable Subscription Order Form; and (c) these Terms.
Please read these Terms carefully before using the services. They contain important provisions governing your legal rights and obligations, including a requirement that most disputes be resolved through binding individual arbitration rather than in court before a judge or jury. These Terms also include a waiver of class and representative actions.
1. Definitions.
For purposes of these Terms, the following capitalized terms shall have the meanings set forth below:
“ACH Authorization” means the authorization contained in the applicable Subscription Order Form together with the electronic payment authorization, mandate, audit logs, click-through acceptance, and payment processor records maintained by Accountally or its designated payment processor in connection with Customer's recurring ACH payment authorization.
“Accountally Materials” means all software, technology, documentation, templates, spreadsheets, workflows, methodologies, automation routines, processes, training materials, checklists, proprietary reports, know-how, and any modifications, enhancements, derivative works, or improvements thereto, including all related intellectual property rights.
“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 fifty percent (50%) of the voting interests or the power to direct the management and policies of such entity.
“Agreement” means, collectively, the applicable Subscription Order Form, any properly executed Subscription Change Orders, and these Terms. The ACH Authorization contained in the Subscription Order Form, together with the associated electronic payment authorization, audit logs, click-through acceptance, and payment processor records, is incorporated into the Agreement solely for purposes of evidencing Customer's authorization of recurring electronic payments.
“Subscription Change Order” means a written amendment or supplemental order executed by both parties that modifies the scope of Services, pricing, service tier, or other commercial terms of an existing Subscription Order Form.
“Confidential Information” means all non-public information disclosed by one party to the other, whether in written, oral, electronic, visual, or other form, including business information, financial information, customer information, software, technology, trade secrets, pricing, marketing plans, operational information, and any other information that reasonably should be understood to be confidential under the circumstances of disclosure.
“Customer Data” means all financial information, accounting records, business records, tax information, payroll information, bank account information, credentials, software access information, documents, files, reports, and other information or materials provided by or on behalf of Customer to Accountally in connection with the Services.
“Effective Date” means the effective date specified in the applicable Subscription Order Form.
“Initial Term” means the initial subscription term identified in the applicable Subscription Order Form.
“Renewal Term” means each successive renewal period following expiration of the Initial Term as provided in Section 7.
“Service Charges” means all recurring subscription fees, onboarding fees, cleanup fees, implementation fees, Subscription Change Order fees, taxes, and other amounts payable by Customer under the applicable Subscription Order Form and these Terms.
“Services” means the bookkeeping, accounting, controller, implementation, advisory, and related services described in the applicable Subscription Order Form.
“Subscription Order Form” means the ordering document executed by the parties that identifies the Services, Service Charges, subscription term, billing information, and other commercial terms applicable to Customer's engagement.
2. Services
2.1. Provision of Services.
Accountally shall provide the services described in the applicable Subscription Order Form using commercially reasonable efforts and in accordance with these Terms. The scope of Services, applicable service tier, implementation schedule, and any Customer-specific deliverables shall be set forth exclusively in the applicable Subscription Order Form.
2.2. Accounting Services
Accountally will perform the Services for Customer using commercially reasonable efforts consistent with generally accepted accounting practices applicable to outsourced accounting services.
Customer acknowledges and agrees that accounting services differ significantly from a compilation, review, or an audit of financial statements, and the information provided by management will not be verified, corroborated, compiled, reviewed, or audited by Accountally.
Additionally, Customer acknowledges and agrees that Accountally will not evaluate or advise on Customer’s internal controls; assess fraud risk; test accounting records by obtaining sufficient appropriate audit evidence through inspection, observation, confirmation, or the examination of source documents (e.g., canceled checks or bank images); or perform other procedures ordinarily occurring in an audit or review of financial statements.
Accountally’s engagement cannot be relied upon to disclose errors, fraudulent reporting, misappropriation of assets, or noncompliance with laws and regulations that may have occurred.
Accountally cannot be responsible for the acts, omissions, or solvency of any broker, agent, or independent contractor or other advisor or professional selected to implement any part of Customer’s financial administration and management service. Accountally’s Services are not designed, and should not be relied upon, as a substitute for Customer’s own business judgment, nor are they meant to mitigate the necessity of Customer personal review and analysis of the financial records. Accountally’s Services are designed to supplement Customer’s own analysis and to aid Customer in fulfilling Customer’s financial objectives.
2.3. Additional Services.
Customer may request additional Services from time to time. Any additional Services shall become effective only upon execution of a Subscription Change Order by both parties.
Each Subscription Change Order automatically becomes part of the applicable Subscription Order Form without requiring an amendment to these Terms.
2.4. Service Availability; Non-Utilization.
Customer acknowledges that the Services are provided based on the scope, capacity, and resources allocated by Accountally as set forth in the applicable Subscription Order Form and not based on actual usage by Customer. Accountally’s pricing reflects the availability of such Services and the reservation of resources to support Customer’s engagement.
Customer’s failure to utilize, implement, or fully onboard to any portion of the Services shall not relieve Customer of its obligation to pay the applicable Service Charges in full, nor shall it entitle Customer to any reduction, credit, or refund unless expressly agreed to in writing by Accountally.
3. Fees and Payment.
3.1. Service Charges.
All Service Charges shall be set forth in the applicable Subscription Order Form.
Unless otherwise expressly provided in the applicable Subscription Order Form, all Service Charges are earned when billed and are non-refundable. Customer may terminate the Agreement in accordance with Section 7, but termination does not entitle Customer to a refund of any Service Charges already billed or paid. Customer acknowledges that the Service Charges reflect Accountally’s reservation of personnel, technology resources, implementation capacity, and ongoing availability to provide the Services through the applicable term and are not based solely upon Customer’s actual utilization of the Services.
3.2. Payment Method.
As a condition to commencement and continued performance of the Services, Customer shall maintain a valid payment method acceptable to Accountally.
Customer shall pay recurring Service Charges by ACH pursuant to the ACH Authorization contained in the applicable Subscription Order Form and the payment processor authorization completed by Customer. This ACH Authorization governs the processing of recurring electronic payments. In the event of any inconsistency between the payment authorization provisions contained in the applicable Subscription Order Form and these Terms solely with respect to payment processing mechanics, the Subscription Order Form shall control.
3.3. Billing.
Recurring Service Charges shall be billed monthly in advance unless otherwise specified in the applicable Subscription Order Form. Customer commencing Services after the first day of a month and requesting Services during that month shall pay the full recurring monthly Service Charge for that month. Accountally does not prorate recurring subscription fees. If Customer elects to commence Services on the first day of the following month, the initial recurring Service Charge shall be collected on that billing date.
Accountally may provide Customer with an electronic invoice, billing statement, or payment confirmation before each recurring billing cycle through HubSpot, the Payment Processor, email, or another electronic billing platform.
Failure to receive or review any invoice, billing statement, renewal notice, or payment confirmation shall not relieve Customer of its obligation to timely pay all amounts due under this Agreement.
Any onboarding fee, cleanup fee, implementation fee, or other one-time charge identified in the applicable Subscription Order Form shall be collected with the initial recurring payment unless otherwise specified in the Subscription Order Form.
3.4. Commencement of Services.
Accountally shall have no obligation to begin performing Services until:
the applicable Subscription Order Form has been executed;
Customer has completed the ACH Authorization contained in the applicable Subscription Order Form;
Customer has provided all information, documentation, credentials, and other onboarding materials reasonably requested by Accountally; and
Accountally has received collected funds for the initial payment.
If any initial ACH debit is rejected, dishonored, reversed, disputed, or otherwise unsuccessful, Accountally may delay commencement of the Services until payment has been successfully received.
3.5. Annual Fee Adjustment.
Beginning on each anniversary of the Effective Date, Accountally may increase the recurring Service Charges applicable to the Services by up to five percent (5%) upon at least thirty (30) days' prior written notice to Customer.
Unless Customer terminates the Agreement in accordance with these Terms before the effective date of the increase, the adjusted Service Charges will automatically become effective on the applicable anniversary date and apply throughout the remainder of the then-current Term and any Renewal Term.
3.6. Processing Fees.
Customer shall reimburse Accountally for all ACH processing fees, payment processor fees, merchant processing fees, and similar transaction costs incurred in collecting payments under this Agreement. Such fees may be charged at Accountally's actual cost and will appear as separate line items on the applicable invoice, billing statement, or Subscription Order Form.
3.7. Taxes.
Customer shall pay all applicable sales, use, excise, value-added, or similar taxes imposed upon the Services, excluding taxes imposed upon Accountally’s net income.
3.8. Late Payments.
Amounts not paid when due shall accrue interest at the lesser of: (i) one and one-half percent (1.5%) per month, or (ii) the maximum amount permitted by applicable law.
Customer shall be liable to and reimburse Accountally for attorneys' fees, court costs, collection costs, bank charges, processor fees, returned payment fees, and other reasonable expenses incurred by Accountally in collecting overdue amounts or enforcing Customer's payment obligations under this Agreement.
4. Customer Responsibilities.
4.1. Cooperation.
Customer acknowledges that the Services require substantial personal, business, and financial information to be provided to Accountally.
Customer acknowledges and agrees to provide all information on a timely and periodic basis to Accountally, including, without limitation: balance sheet information, check registers, bank statements, customer account information, customer invoices, sales ledgers and receipts, sales tax account information, vendor information, purchase orders and vendor invoices, tax ID number, payroll information, employee data, unemployment account information, and any other information that Accountally may reasonably require to perform the Services.
Customer also agrees to provide Accountally with unrestricted access to persons with whom Accountally determines it necessary to communicate.
4.2. Accuracy of Information; Customer Review.
Customer remains solely liable for:
the completeness and accuracy of all financial information supplied;
maintaining adequate accounting records;
internal accounting controls;
compliance with all applicable laws, rules, and regulations; and
management decisions.
Accountally shall be entitled to rely upon all information supplied by Customer without independent verification, and Customer agrees to hold Accountally harmless from any liability resulting from the inaccuracy of the information and documentation provided by Customer.
4.3. Exclusive Accounting Partner.
During the Term, Customer shall not engage another provider to perform bookkeeping, controller, or outsourced accounting services that are substantially similar to the Services identified in the applicable Subscription Order Form without Accountally's prior written consent. Nothing in this Section prohibits Customer from engaging independent tax preparers, auditors, legal counsel, fractional chief financial officers, or other advisors whose services do not materially overlap with the Services being provided by Accountally
4.4. Access to Systems.
Customer shall maintain all third-party software, banking access, payroll systems, ERP platforms, accounting software, licenses, and internet connectivity necessary for Accountally to perform the Services.
4.5. No Offset.
Except where prohibited by applicable law, Customer’s payment obligations are absolute and unconditional.
Customer shall not withhold, offset, recoup, or deduct any payment due to Accountally for the services because of any dispute regarding the Services.
5. Customer Data; Intellectual Property.
5.1. Ownership of Customer Data.
As between the parties, Customer retains all right, title, and interest in and to all Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Accountally.
Customer grants Accountally a limited, non-exclusive, worldwide, royalty-free license during the Term to access, use, reproduce, transmit, modify, store, and otherwise process Customer Data solely as reasonably necessary to perform the Services, comply with applicable law, enforce this Agreement, or maintain its ordinary business records.
5.2. Responsibility for Customer Data.
Customer represents and warrants that:
it owns or has all rights necessary to provide the Customer Data to Accountally;
Accountally's use of the Customer Data as contemplated by these Terms will not violate any law or third-party rights; and
all Customer Data supplied to Accountally is accurate, complete, and current to the best of Customer's knowledge.
Customer remains solely responsible for:
maintaining original records;
legal compliance;
tax filings;
management decisions;
internal accounting controls;
the completeness and accuracy of Customer Data.
Accountally shall have no obligation to independently verify Customer Data.
5.3. Data Security.
Accountally shall maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.
Customer acknowledges that no security measures are infallible and Accountally does not warrant that unauthorized access will never occur.
5.4. Accountally Intellectual Property.
Accountally and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services and the Accountally Materials.
Except for the limited rights expressly granted under this Agreement, no license, ownership interest, or other rights in the Accountally Materials are granted or transferred to Customer, whether by implication, estoppel, or otherwise. Customer acquires no right to copy, modify, distribute, reverse engineer, create derivative works from, or otherwise exploit the Accountally Materials except as expressly permitted by this Agreement. Customer shall not acquire any ownership interest in the Accountally Materials through use of the Services.
5.5. Deliverables.
Upon payment of all amounts due under these Terms and any applicable Subscription Order Form, Customer shall own the final reports, financial statements, schedules, reconciliations, and other deliverables specifically prepared for Customer.
Notwithstanding the foregoing, Accountally retains ownership of all underlying templates, methodologies, formulas, automation, software, tools, and generalized knowledge used in creating such deliverables.
5.6. Feedback.
Customer grants Accountally a perpetual, irrevocable, worldwide, royalty-free license to use any suggestions, recommendations, enhancement requests, or other feedback relating to the Services without restriction or compensation.
6. Representations; Disclaimers.
6.1. Accountally’s Representations and Warranties.
Accountally represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices.
6.2. Customer Representations and Warranties.
Customer represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform this Agreement; (iii) the individual executing the applicable Subscription Order Form has authority to bind the applicable entity; (iv) execution and performance of this Agreement do not violate any agreement binding upon such party; and (v) Customer will comply with all applicable laws, rules, and regulations.
6.3. Warranty Disclaimer.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ACCOUNTALLY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, ACCURATE, COMPLETE OR CURRENT. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ACCOUNTALLY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
6.4. Third-Party Products.
Customer acknowledges that the Services may utilize or integrate with third-party software, financial institutions, payroll providers, cloud platforms, payment processors, or other third-party services.
Accountally makes no warranty regarding such third-party products and shall not be responsible for their availability, functionality, security, or performance.
7. Term; Renewal; Termination.
7.1. Initial Term.
The initial subscription term (the “Initial Term”) shall begin on the Effective Date identified in the applicable Subscription Order Form and continue for the period specified therein, unless earlier terminated in accordance with this Agreement.
Customer acknowledges that Accountally allocates personnel, technology resources, and implementation capacity based upon the Initial Term.
7.2. Automatic Renewal.
Unless otherwise stated in the applicable Subscription Order Form, upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) month periods (each, a “Renewal Term”) unless terminated in accordance with this Section.
Each Renewal Term shall be governed by the then-current Subscription Order Form, any applicable Subscription Change Orders, and these Terms, as amended from time to time.
7.3. Subscription Continuity.
Unless this Agreement has been terminated pursuant to this Section, Accountally shall continue providing the Services during each Renewal Term, and Customer authorizes Accountally to continue initiating recurring ACH debits pursuant to the ACH Authorization contained in the applicable Subscription Order Form.
No additional Subscription Order Form, amendment, or signature shall be required solely because a Renewal Term has commenced.
7.4. Termination for Convenience.
Either party may terminate the Agreement for convenience at any time by providing written notice to the other party.
7.5. Effective Date of Customer Termination for Convenience.
Because Accountally bills subscription fees in advance and reserves personnel, implementation capacity, and other resources for each billing period, Customer's termination for convenience shall become effective at the end of Customer's final paid subscription period.
If Accountally receives Customer's written notice of termination at least seven (7) calendar days before the next scheduled recurring billing date, the termination shall become effective at the end of the then-current billing period, and no additional recurring subscription fee shall be charged.
If Accountally receives Customer's written notice fewer than seven (7) calendar days before the next scheduled recurring billing date, the next recurring subscription charge shall be processed, and the following billing period shall constitute Customer's final paid subscription period.
Termination shall not relieve Customer of any obligation to pay amounts accrued prior to the effective date of termination.
Accountally shall continue providing the Services through the effective date of termination.
7.6. Termination for Cause.
7.6.1. By Accountally.
Accountally may, in its sole discretion, exercise its rights under Section 8 or terminate the Agreement, in whole or in part, with or without written notice to Customer, if Accountally determines in its discretion that:
Customer materially breaches this Agreement;
Customer repeatedly fails to timely pay amounts due under this Agreement or fails to maintain a valid payment method;
Customer engages in fraud, unlawful conduct, or activity that reasonably exposes Accountally to legal, regulatory, financial, cybersecurity, or reputational risk;
continued performance of the Services would violate applicable law or regulation; or
Customer becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or ceases to conduct business in the ordinary course.
Accountally may elect to suspend the Services instead of terminating this Agreement where it reasonably believes the underlying default is capable of being cured. Suspension shall not constitute a waiver of Accountally's right to terminate this Agreement if the default is not timely cured.
7.6.2. By Customer.
In the event Customer alleges that Accountally has materially breached this Agreement, Customer shall provide written notice describing such alleged breach in reasonable detail. Accountally shall have thirty (30) days from receipt of such notice to cure the alleged breach.
During such cure period, Customer shall remain fully obligated to pay all Service Charges and any other amounts due under this Agreement when due, and such alleged breach shall not relieve Customer of its payment obligations or entitle Customer to withhold, offset, or delay any payments.
Customer may not terminate this Agreement for cause unless Accountally has failed to cure the alleged breach within such thirty (30) day period.
7.7. Effect of Termination.
Upon the effective date of termination, Accountally’s obligation to provide the Services shall cease. Customer shall immediately pay all outstanding amounts then due under the Agreement.
All provisions by which their nature are intended to survive termination, including payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, governing law, dispute resolution, and non-solicitation obligations shall survive.
8. Suspension of Services.
8.1. Right to Suspend.
Accountally may suspend some or all of the Services immediately upon written notice (or without prior written notice where reasonably necessary) if:
Customer fails to timely pay any amount due under this Agreement;
Customer fails to maintain a valid payment method or any authorized payment is rejected, dishonored, reversed, disputed, or otherwise unsuccessful;
Customer breaches this Agreement;
Customer fails to provide information, access, approvals, or cooperation reasonably necessary for Accountally to perform the Services; or
Accountally reasonably believes continued performance would violate applicable law or expose Accountally to material legal, regulatory, cybersecurity, fraud, or reputational risk.
8.2. Effect of Suspension.
During any suspension, Accountally’s performance obligations shall be suspended. All delivery dates and service deadlines shall be extended by the period of suspension plus a reasonable remobilization period.
Suspension shall not constitute a breach by Accountally.
Customer shall remain responsible for all Service Charges accrued through the effective date of suspension and any recurring fees that continue to accrue under the applicable Subscription Order Form. Suspension shall not relieve Customer of its payment obligations during any subscription period that commenced before suspension.
8.3. Reinstatement.
Accountally shall resume the Services after: (i) Customer cures the underlying default; (ii) all outstanding amounts have been paid in collected funds, where applicable; and (iii) Customer satisfies any reasonable conditions necessary to resume performance.
9. Confidentiality.
9.1. General.
During the term of this Agreement, each party hereto (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) Confidential Information in connection with the performance of this Agreement, including without limitation information concerning the Disclosing Party’s business, products, services, content, technical data, trade secrets, plans for products or services, customer or supplier lists, marketing plans, financial documents or data, inventions, processes, technology, and designs, or any other documents, materials, data of any kind made available to Receiving Party by Disclosing Party whether disclosed orally or visually. The Receiving Party shall use the Confidential Information of the Disclosing Party solely to perform this Agreement, and all Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party shall hold the Confidential Information in strict confidence and shall not make any disclosure of the Confidential Information (including methods or concepts utilized in the Confidential Information) to anyone during the term of this Agreement and thereafter without the express written consent of the Disclosing Party, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who have executed a confidentiality agreement with the Receiving Party, or are otherwise bound by a duty of confidentiality, pursuant to which such persons are required to maintain the confidentiality of the Confidential Information. Each of the parties shall use the same care as it uses to maintain the confidentiality of its most confidential information, which shall in no event be less than reasonable care. The parties acknowledge that the remedy at law for any breach or threatened breach of the provisions of this Section shall be inadequate, and that the non-breaching Party, in addition to any other remedy available to it, shall be entitled to obtain injunctive relief without proof of irreparable injury and without posting bond.
Each party may disclose the other Party's Confidential Information to its employees or authorized contractors who (a) have executed or are otherwise knowingly bound by a non-disclosure agreement requiring such employee or contractor to hold in confidence all third party confidential information obtained in connection with such employment or consultancy and (b) have a bona fide need to know such information, but only to the extent necessary to carry out this Agreement. Each Receiving Party agrees to instruct all such employees and consultants not to disclose such Confidential Information to third parties without the prior written permission of the Disclosing Party. Upon termination or expiration of this Agreement, the Receiving Party will promptly return to the Disclosing Party or destroy all tangible items containing or consisting of the Disclosing Party's Confidential Information.
9.2. Exclusions.
Notwithstanding the foregoing, the Receiving Party shall have no obligation under this Agreement with respect to any Confidential Information disclosed to it which: (a) the Receiving Party can demonstrate was already known to it at the time of its receipt hereunder and does so within a reasonable time after initial disclosure hereunder; (b) is or becomes generally available to the public other than by means of the Receiving Party’s breach of its obligations under this Agreement; (c) is independently obtained from a third party whose disclosure violates no duty of confidentiality; (d) is independently developed by or on behalf of the Receiving Party without access to or use of or reliance on any Confidential Information furnished to it under this Agreement, and such independent development can be reasonably evidenced by the Receiving Party; or (e) is disclosed pursuant to applicable law or regulation or by operation of law, provided that the Receiving Party may disclose only such information as is legally required, and provided further that the Receiving Party shall provide reasonable written notice to the Disclosing Party of such requirement and a reasonable opportunity to object to such disclosure.
9.3. Compelled Disclosures.
In the event that the Receiving Party or any of the Receiving Party’s agents, employees, or representatives becomes legally compelled (by deposition, interrogatory, requests for documents, subpoena, civil investigation, demand, valid court order, or similar court process) to disclose the Disclosing Party’s Confidential Information, the Receiving Party, or person(s) under legal compulsion (the “Compelled Party”) from whom such information is being sought, shall, unless prohibited by law, provide the Disclosing Party with prompt written notice of such requirement, allowing the Disclosing Party to take all necessary steps to move to quash or otherwise seek protection of said information from public disclosure. Both parties will stipulate to any orders necessary to protect said information from public disclosure, and the Receiving Party shall fully cooperate in such efforts. In the event that such protective order or other remedy is not obtained, or the Compelled Party waives compliance with the provisions hereof, the Compelled Party agrees to furnish only such portions of the Confidential Information that the Compelled Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information.
9.4. Survival.
The obligations under this Section shall survive the termination or expiration of this Agreement.
10. Non-Solicitation.
10.1. Non-Solicitation of Accountally Personnel.
During the Term and for a period of three (3) years following the termination or expiration of this Agreement (the "Restricted Period"), Customer shall not, directly or indirectly, whether on its own behalf or on behalf of any other person or entity: (i) solicit, recruit, induce, or encourage any employee, officer, manager, director, consultant, independent contractor, equity holder, principal, or agent of Accountally or any of its Affiliates ("Restricted Personnel") to terminate or alter his or her relationship with Accountally or such Affiliate; or (ii) hire, employ, engage, retain, or otherwise contract with any Restricted Personnel.
For purposes of this Section, "Restricted Personnel" includes any individual who was employed by or engaged with Accountally or any of its Affiliates at any time during the six (6) months preceding Customer's solicitation or engagement.
Nothing in this Section prohibits general solicitations for employment not specifically directed at Restricted Personnel, provided such solicitation is not undertaken for the purpose of circumventing this Section.
10.2. Liquidated Damages.
Customer acknowledges that Accountally invests substantial time and expense recruiting, training, and retaining its personnel and that damages resulting from a breach of this Section would be difficult to determine.
Accordingly, if Customer breaches this Section, Customer shall pay Accountally, as liquidated damages and not as a penalty, an amount equal to twelve (12) months of the Restricted Personnel's then-current gross monthly compensation, together with Accountally's reasonable attorneys' fees and enforcement costs.
If a court of competent jurisdiction determines that the foregoing liquidated damages amount is unenforceable, the parties agree that the court shall enforce the maximum amount permitted by applicable law, which shall not be less than six (6) months of the Restricted Personnel's then-current gross monthly compensation, to the extent permitted by law.
10.3. Injunctive Relief.
Customer acknowledges that violation of this Section would cause irreparable harm.
Accordingly, Accountally shall be entitled to temporary, preliminary, and permanent injunctive relief, specific performance, and all other equitable remedies available at law or in equity, in addition to recovery of liquidated damages.
10.4. Survival.
The obligations under this Section shall survive the termination or expiration of this Agreement.
11. Indemnification.
Customer shall defend, indemnify, and hold harmless Accountally, its affiliates, and each of their respective officers, directors, managers, members, employees, staff members, contractors, successors, and assigns from and against any third-party claims, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer’s breach of a representation, covenant, or obligation contained in the Agreement; (ii) Customer’s negligence, fraud, or willful misconduct; (iii) inaccurate or unlawful Customer Data; (iv) Customer’s violation of applicable law, rule, or regulation; or (v) Customer’s business operations, products, or services.
12. Limitation of Liability.
IN NO EVENT SHALL (A) ACCOUNTALLY BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR LOST PROFITS, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, LOSS OF SAVINGS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF MANAGEMENT TIME, LOSS OF CUSTOMERS, LOSS OF PRODUCTION OR LOSS OF ACTUAL OR POTENTIAL BUSINESS OPPORTUNITY OR OTHERWISE, HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE BASIS OF THE CLAIM, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STATUTE OR OTHERWISE AND (B) ACCOUNTALLY’S LIABILITY HEREUNDER FOR ANY CLAIMS BE IN EXCESS OF THE LESSER OF (I) ALL AMOUNTS PAYABLE TO ACCOUNTALLY FOR THE SERVICES HEREUNDER IN THE SIX (6) MONTHS PRECEDING SUCH CLAIM; AND (II) $50,000.
13. Limitation to File Claims.
ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
14. Dispute Resolution.
14.1. Arbitration.
Except as expressly provided in Section 14.2 (Exceptions to Agreement to Arbitrate), any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties shall be resolved exclusively by final and binding arbitration.
The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of this Section.
Unless the parties agree otherwise, the arbitration shall take place in Charleston, South Carolina, before a single arbitrator experienced in commercial contract disputes. The arbitrator shall have authority to award any remedy available under applicable law or this Agreement, except as expressly limited herein.
14.2. Exceptions to Agreement to Arbitrate.
Notwithstanding Section 14.1, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to: (i) enforce or protect its intellectual property rights; (ii) enforce the confidentiality obligations contained in this Agreement; (iii) enforce the non-solicitation provisions of this Agreement; (iv) prevent unauthorized access to or misuse of the Services; or (v) where such relief is necessary to prevent immediate and irreparable harm pending completion of arbitration.
The filing of an action for equitable relief shall not waive the obligation to arbitrate any remaining claims. In addition, if the dispute between the Parties is for amounts that are within the jurisdiction of a small claims court, each Party has a right to opt to pursue such small claims directly in small claims court.
14.3. No Class Actions.
THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, AND EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR BY LAW); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
14.4. Severability; Waiver of Jury Trial.
If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. In the event some or all of these arbitration provisions are determined to be unenforceable for any reason, or if a claim, dispute or controversy is brought that is found by a court to be excluded from the scope of these arbitration provisions, Accountally and Customer agree to waive, to the fullest extent allowed by law, any trial by jury.
14.5. 30-Day Opt-Out Period.
If Customer does not wish to be bound by these arbitration provisions (including its waiver of class and representative claims), Customer must email legal@accountally.com no later than 30 days after the Effective Date (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration agreement.
15. Governing Law; Venue; Attorneys’ Fees.
This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction.
Subject to Section 14 (Dispute Resolution), the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Charleston County, South Carolina, for any action or proceeding permitted under this Agreement or arising from or relating to this Agreement. Each party waives any objection based on improper venue or forum non conveniens.
The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.
16. Independent Contractor.
The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
17. Waiver.
The failure of either party at any time to enforce performance by the other party of any provision of the Agreement shall in no way affect such party’s rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof.
18. Severability.
If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
19. Assignment.
Customer may not assign, transfer, or sublicense its obligations under these Terms (including, without limitation, its payment obligations) to any third party, without the consent of Accountally, which shall not be unreasonably withheld, and any attempt to do so in violation of this section shall be null and void. Accountally may assign its obligations hereunder, without consent of Customer, to (i) any Affiliate of Accountally or (ii) any person or entity who, at any time, acquires all or substantially all of the equity interests, assets or business of Accountally.
20. Force Majeure.
Notwithstanding any provision contained in the Agreement, Accountally shall not be liable for any interruption, delay or failure to perform any obligation under this Agreement when such interruption, delay or failure results from circumstances beyond its reasonable control, including any acts of God, disease, pandemic (such as COVID-19), war, terrorism, riot, changes in law, national or state emergencies or other governmental action, strikes, floods, droughts or other severe weather, catastrophes, or accidents causing damage to or destruction, in whole or in part, of the equipment or property necessary to perform the Services (any such event, a “Force Majeure Event”).
21. Electronic Communications.
Customer consents to receive all notices, disclosures, invoices, billing statements, payment confirmations, amendments to these Terms, and other communications electronically. Electronic communications satisfy any legal requirement that such communications be in writing.
22. General Provisions.
22.1. Entire Agreement; Amendments.
The Agreement constitutes the entire agreement between Accountally and Customer with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, discussions, negotiations, and offers. The Parties agree that any term or condition stated in a customer purchase order or in any other customer order documentation (excluding Subscription Order Forms) is void. Customer acknowledges that in entering into the Agreement, Customer has not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out in the Agreement.
Except as expressly provided in Section 22.2 regarding updates to these Terms, no amendment to the Agreement shall be effective unless in writing and signed by both parties.
22.2. Updates to Terms.
Accountally may update these Terms by providing Customer at least thirty (30) days' prior written notice of the revised version and its effective date. Accountally shall maintain archived, dated prior versions of these Terms at accountally.com/client-terms/archive.
If Customer objects in writing before the effective date of the revised Terms, the previously applicable version shall continue to govern through Customer's then-current paid subscription period. If the parties are unable to agree on revised terms before the end of that subscription period, either party may elect not to renew the Agreement. Customer's continued use of the Services after the effective date of the revised Terms constitutes acceptance of those revised terms.
22.3. Electronic Contracting.
Customer agrees that electronic signatures, click-through acceptance, electronic records, electronic notices, and electronic delivery of Subscription Order Forms shall satisfy any legal requirement for a signed writing under the Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and other applicable law.
The individual executing any Subscription Order Form represents that he or she possesses full authority to bind Customer.
22.4. Notices.
Unless otherwise specified in a Subscription Order Form, notices may be delivered U.S. Mail, commercial carrier, HubSpot, or e-mail.
Electronic notices shall be deemed received upon transmission unless the sender receives notice of non-delivery.
It is Customer’s responsibility to keep its account email address up to date so that Customer is able to receive electronic communications from Accountally.