“Subscription Fee” means the monthly fee (excluding any taxes) payable by You in accordance with the fee schedule set out on the Website (https://www.decimal.com/pricing) or your pricing agreement with Decimal. “Data” means any data and/or information inputted by You or on Your behalf into the Website. “Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. “Decimal”, “we” or “us” means Decimal Technologies Inc. and any affiliated companies, “Authorized User” means any person or entity authorized by the Subscriber to access or use the Decimal Services from time to time on behalf of the Subscriber. “Organization” means the organization the Subscriber represents or the organization an Authorized User has been added to and granted access to via the Website. “Subscriber” means the person or entity who registers to use the Decimal Services, and/or any person or entity on whose behalf that person registers to use the Decimal Services. “You” means any Subscriber or Authorized User. “Your” has a corresponding meaning.
2. Use of Software
2.1. Subject to these Terms, Decimal grants You and Your Authorized Users a non-exclusive, non-transferable and non-sublicensable (except as expressly permitted herein) license to access and use the Decimal Services via the Website in accordance with Your or their role as either a Subscriber or Authorized User, whichever is applicable. You acknowledge and agree that:
2.1.1 the Subscriber determines who is an Authorized User and what level of user role access to the relevant organization and Service(s) that Authorized User has;
2.1.2 the Subscriber is responsible for all Authorized Users’ use of the Decimal Services;
2.1.3 the Subscriber controls each Authorized User’s level of access to the relevant organization and Decimal Service(s) at all times and can revoke or change an Authorized User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorized User or shall have that different level of access, as the case may be; and
2.1.4 if there is any dispute between a Subscriber and an Authorized User regarding access to any organization or Decimal Service(s), the Subscriber shall decide what access or level of access to the relevant Data or Decimal Service(s) that Authorized User shall have, if any.
3. Decimal is not a substitute for a lawyer or law firm
3.1 YOU HEREBY ACKNOWLEDGE AND AGREE THAT DECIMAL, THE Decimal SERVICES, AND OTHER CONTENT ARE NOT A LAW FIRM OR A SUBSTITUTE FOR A LAW FIRM. DECIMAL CANNOT AND DOES NOT RENDER ANY LEGAL SERVICES TO YOU, AND THE Decimal SERVICES ARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR LEGAL ADVICE OR LEGAL SERVICES. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT ANY FORMS, TEMPLATES, OR CONTENT PROVIDED THROUGH THE Decimal SERVICES ARE PRESENTED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND AND DO NOT CONSTITUTE LEGAL ADVICE. YOUR RELIANCE ON ANY DECIMAL SERVICES IS SOLELY AT YOUR OWN RISK. YOUR COMMUNICATIONS WITH DECIMAL ARE NOT ATTORNEY WORK-PRODUCT AND ARE NOT PROTECTED UNDER ANY PRIVILEGE, INCLUDING ATTORNEY-CLIENT PRIVILEGE. If You need legal advice, we encourage You to hire a lawyer.
3.2 Federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority, consumer contracts (collectively, “Law”) and publicly available facts about entities that issue consumer contracts are voluminous and ever-changing. Accordingly, Decimal cannot and does not guarantee that any information provided through the Decimal Services is current. Law relevant to consumers varies depending on the relevant jurisdiction (for example, the applicable U.S. state), and the Decimal Services are not, and cannot be, necessarily customized to Your jurisdiction.
This section does not apply to Service Provider Clients who are billed by their Service Providers for the Decimal Services.
4.1 Billing: Upon registering for an account, you acknowledge that the Decimal Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. YOU ACKNOWLEDGE AND AGREE THAT DECIMAL MAY SUBMIT MONTHLY CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY DECIMAL) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE DECIMAL REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, CONTACT DECIMAL
4.2 Subscription Fee changes: Decimal may change the amount of the Subscription Fee in its sole discretion from time to time upon notice to You.
4.3 Payment and no refunds: Decimal shall bill through a payment method linked to Your account on the Decimal Services for use of the Decimal Services. By choosing to register for the Decimal Services, you agree to pay Decimal all charges at the prices then in effect for any use of such Decimal Services in accordance with the applicable payment terms and you authorize us to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. Decimal reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. Decimal will continue billing monthly until this Agreement is terminated in accordance with section 9. You remain responsible for charges through the end of the billing period in which you terminate the Agreement. All billing information will be sent to You, or to a billing contact whose details are provided by You (“Billing Contact”), by email. You are responsible for payment of all taxes in addition to the Subscription Fee. Decimal may offer a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at Decimal’s sole and absolute discretion. The provision of credits in one instance does not create an obligation to provide You, or entitle You to receive, further credits.
4.4 Reaffirmation of Authorization: Your non-termination or continued use of the Decimal Services reaffirms that Decimal is authorized to charge You for those Decimal Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Decimal Services.
4.5 Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Decimal Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Subscription Fees in relation to all of Your Organizations. Without prejudice to any other rights that Decimal may have under these Terms or at law, Decimal reserves the right to bill for the full (non-discounted) Subscription Fees due or suspend or terminate Your use of the Decimal Services in respect of any or all of Your Organizations in the event that any amount owed for those Subscription Fees are not paid in full by the due date for payment.
4.6 Automated Bank transaction data delivered into Your account: Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, Decimal reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at Decimal’s sole discretion. Decimal would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, You must notify Decimal of which automated bank account transaction data feeds You want to discontinue. Upon receiving such notice Decimal will arrange for such feeds to be terminated in accordance with each bank’s usual practices.
5. YOUR OBLIGATIONS AND RESPONSIBILITIES
5.1 General obligations: You must only use the Decimal Services for Your own lawful internal business purposes, in accordance with these Terms and any additional or amended terms and conditions posted on the Website and/or noticed to you by Decimal.
5.2 Registration: You must provide accurate complete information and keep Your account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than You without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You may never use another person’s user account or registration information for the Decimal Services without permission. You must notify us immediately of any change in Your eligibility to use the Decimal Services, breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account. You shall have the ability to delete Your account, either directly or through a request made to one of our employees or affiliates.
5.3 Access conditions: You must ensure that all usernames and passwords required to access the Decimal Services are kept secure and confidential. You must immediately notify Decimal of any unauthorized use of Your passwords or any other breach of security and Decimal will reset Your password. You must take all other actions that Decimal reasonably deems necessary to maintain or enhance the security of Decimal’s computing systems and networks and Your access to the Decimal Services.
5.4 Prohibited Uses: As a condition of use, You promise not to use the Decimal Services for any purpose that is prohibited by these Terms. You are responsible for all of Your activity in connection with the Decimal Services. When accessing and using the Decimal Services, You shall not (and shall not permit any third party to) either (i) take any action or (ii) upload, download, post, submit, transmit, input, or otherwise distribute or facilitate distribution of any Data on or through the Decimal Services that:
5.4.1 infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
5.4.2 You know is false, misleading, untruthful or inaccurate;
5.4.3 is offensive, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
5.4.4 constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
5.4.5 contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Decimal or of any third party;
5.4.6 may damage Decimal’s, or any other person or entity’s, computing devices or software or may in any way which may impair the functionality of the Decimal Services, Website, or other systems used to deliver the Services or impair the ability of any other user to use the Decimal Services;
5.4.7 constitutes an attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation;
5.4.8 constitutes an attempt to undermine the security or integrity of Decimal’s computing systems or networks or, where the Decimal Services are hosted by a third party, that third party’s computing systems and networks;
5.4.9 constitutes an attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Decimal Services are hosted;
5.4.10 impersonates any person or entity, including any of our employees or representatives; or5.4.11 includes anyone’s identification documents or sensitive financial information (such as social security numbers, credit card account information, driver’s license or passport information).
5.5 Usage Limitations: Your use of the Decimal Services may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Decimal’s application programming interface. Any such limitations will be specified within the applicable Services.
5.6 Referral Program: From time to time Decimal may implement a program through which entities may help Decimal obtain Subscribers in exchange for a referral fee. Where required by law or regulation, the terms of any such program will be specified by Decimal at the time of implementation.
5.7 Information: You agree that in order to provide the Decimal Services you must provide certain information on a timely basis. You agree that all information supplied by you or your agent to Decimal will be complete and accurate. You acknowledge that Decimal is relying upon such information in the preparation and completion of each and all orders without any verification by Decimal as to its accuracy or completeness. You agree to provide updates to information on a timely basis. In providing the Decimal Services Decimal may provide advice or recommendations and you will provide all management decisions on a timely basis. You agree to hold the Decimal Parties harmless and defend and indemnify the Decimal Parties from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform Decimal of any changes or corrections to your information.
5.8 Bookkeeping Financial Statement Preparation: The Decimal Services include bookkeeping and the preparation of monthly financial statements prepared on the tax basis of accounting based on information You provide. These are not intended to be a full set of financial statements. Services to prepare the financial statements for Your business (or the business of your Service Provider Client, as applicable) are subject to the following:
5.8.1 Our Responsibilities: In providing these professional services, we will comply with the AICPA's Code of Professional Conduct, including the ethical principles of integrity, objectivity, professional competence, and due care, and with regard to the financial statement preparations, we will also conduct our engagement in accordance with Statements on Standards for Accounting and Review Services (SSARSs) promulgated by the Accounting and Review Services Committee of the AICPA. Those standards do not require us to, and we will not, verify the accuracy or completeness of the information You provide to us for these services or otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion or a conclusion or provide any assurance on the financial statements. Our services cannot be relied upon to identify or disclose any financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrong doing within the entity or noncompliance with laws and regulations. In providing these services, each page of the monthly financial statement package will include a disclaimer that states:"These financial statements are not audited, reviewed, or compiled and, accordingly, no opinion or assurance is expressed on these statements. These financial statements are not a full set of financial statements and instead reflect transaction activity based on the information provided by the company."
5.8.2 Your Responsibilities: These services are provided on the basis that, through the acceptance of these Terms, You acknowledge and understand that our role is to maintain accounting books and prepare financial statements on a tax basis. In providing these services to You, You agree that You as the owner or management of the business or the Service Provider advising such owner or management of the business have the following overall responsibilities:
The services You are selecting for such business are a tax basis financial reporting framework to be applied in the preparation of the financial statements on the tax basis of accounting which omit substantially all disclosures and may exclude certain non- cash activity such as recording of depreciation expense which would ordinarily be recorded under the tax basis of accounting.
Identifying all accounts relevant to these services
The design, implementation, and maintenance of any internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error
To prevent and detect fraud
To ensure that the business complies with the laws and regulations applicable to its activities
The accuracy and completeness of the records, documents, explanations, and other information, including significant judgments, You provide to us for the engagement to prepare financial statementsTo review the financial statement for errors and notify us on a timely basisTo provide us with:
- Additional information that may be requested for the purpose of the preparation of the financial statements, and
- Access to persons within your business of whom we determine necessary to communicate.
5.9 Filing and Business License Fees: You understand and agree that the Decimal Service does not include filing fees and or business licensing fees. Except as otherwise noted, filing and recording fees include all mandatory or applicable federal, state, county and local administrative fees and may also include publishing, name check, handling processing fees and business licensing.
5.10 Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Services (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Decimal Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Decimal Services, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Decimal Services, You represent that You are permitted to make such communication. Decimal is under no obligation to ensure that the communications on the Decimal Services are legitimate or that they are related only to the use of the Decimal Services. As with any other mobile- or web-based forum, You must exercise caution when using the communication tools available on the Decimal Services. However, Decimal does reserve the right to remove any communication at any time in its sole discretion.
5.11 Indemnity: You agree to defend, indemnify, and hold harmless Decimal and the Decimal Parties from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your or Your Authorized Users’ use or misuse of, or access to, the Decimal Services, including Your or Your Authorized Users’ violation of the Terms, infringement by You, any of Your Authorized Users or any other third party using Your account or identity in the Decimal Services of any intellectual property or other right of any person or entity, and Your or Your Authorized Users’ breach of any of these Terms or any obligation You may have to Decimal, including (but not limited to) any costs relating to the recovery of any Subscription Fees that are due but have not been paid by You. We reserve the right to assume the exclusive defense control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in asserting any available defenses.
6. INTELLECTUAL PROPERTY
6.1 General: Except as expressly provided herein, Decimal alone retains all Intellectual Property Rights relating to the Decimal Services. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information or documentation provided by You relating to the Decimal Services (“Feedback”) shall be assigned by You to Decimal. Decimal will be free to use or disseminate Feedback. You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms.
6.2 Ownership and Use of Data: Except as set forth herein, You shall retain all Intellectual Property Rights (if any) in Your Data. However, Your access to the Data is contingent on full payment of the Subscription Fee when due. You hereby grant Decimal a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Decimal Services and for any other purpose related to provision of the Decimal Services to You. You also hereby permit Decimal, with the assistance of third parties, to use the information provided to Decimal for other purposes, such as improving the delivery or quality of services or technology to You and other clients, thought leadership projects, to allow You and other clients to evaluate various business transactions and opportunities, and for use in presentations to You, other clients and non-clients. When Your information is used outside of Decimal or such third parties assisting them, you will not be identified as the source of the information. You agree that any data or records uploaded to the Decimal Services by You or on Your behalf or pursuant to Your direction shall become the property of Decimal regardless of whether You become, or continue as, a client of the Decimal Services. Upon termination of these Terms in accordance with section 9, at any time Decimal may, in its sole discretion, destroy Your Data or any information otherwise provided by You to Decimal (or, if you are a Service Provider Client, provided by your Service Provider on your behalf) of any type or nature and shall have no obligation to maintain or provide such Data or information to You. In addition, Decimal may retain Your Data or any information otherwise provided by You to Decimal to comply with its obligations under applicable law, regulation, or professional policy regarding document retention (including to meet applicable reporting obligations).
6.3 Backup of Data: You must maintain copies of all Data inputted into the Decimal Services. Decimal adheres to industry-standard policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. Decimal expressly excludes liability for any loss of Data no matter how caused.
6.4 Third party applications and Your Data: The Decimal Services may link to, or permit You to access other websites, services or resources (“Third-Party Applications”) on the Internet, and certain Third-Party Applications may contain links to the Decimal Services. There may be administrative fees or other charges associated with Your use of Third-Party Applications. If You choose to enable Third-Party Applications for use in conjunction with the Decimal Services, You do so at Your own risk and subject to any terms or conditions communicated to You by the providers of the Third-Party Applications. These Third-Party Applications are not under our control. Decimal may rely upon information obtained from the Third-Party Applications you enable for use with Decimal in order to provide You with the Decimal Services. Decimal may allow the providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Decimal Services. You acknowledge and agree that Decimal shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Application, or for any disclosure, modification or deletion of Your Data by any Third-Party Applications. Decimal is not responsible for the privacy practices of any Third-Party Applications, and urges You to read the privacy policies of any Third-Party Applications before enabling their use in conjunction with the Decimal Services.
6.5 Third party content: Content from other users, suppliers, advertisers, and other third parties, including Third-Party Applications, may be made available to You through the Decimal Services. Because Decimal does not control such content, You agree that Decimal is not responsible for any such content. Decimal does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and Decimal assumes no responsibility for unintended, offensive, indecent, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. You understand that by using the Services You may be exposed to third-party websites that You find. Decimal makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third-Party Applications accessible from the Website. Decimal provides these links for Your convenience only and does not control such websites. Decimal’s inclusion of links to such websites does not imply any endorsement of the materials on such Third-Party Applications or any association with their operators. The Decimal Services may contain links to websites that are operated by Decimal but which operate under different terms.
6.6 It is Your responsibility to review the privacy policies and terms of service of any other website or mobile application that You visit, including any Third-Party Applications made available to You through the Decimal Services. YOU AGREE THAT IN NO EVENT WILL DECIMAL BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, SERVICES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT ANY CLAIM WHICH YOU MAY HAVE IN RESPECT OF SUCH THIRD-PARTY APPLICATIONS MAY ONLY BE ASSERTED AGAINST THE PROVIDER OF SUCH THIRD-PARTY APPLICATIONS, AND NOT AGAINST DECIMAL OR ANY OF THE DECIMAL PARTIES.
7. WARRANTIES AND ACKNOWLEDGEMENTS: COVENANTS
7.1 Authority: You warrant that where You have registered to use the Decimal Services on behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person or entity and to bind that person or entity to perform any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
7.2 Acknowledgement: You acknowledge that: You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Decimal Services (whether that information and Data is Your own or that of anyone else).
7.3 Decimal has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Decimal Services or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You acknowledge and agree that:
7.3.1 You are responsible for (i) ensuring that You have the right to do so; and (ii) authorizing any person or entity who is given access to Data;
7.3.2 You agree that Decimal has no obligation to provide any person or entity access to such information or Data without Your authorization and may refer any requests for information to You to address; and
7.3.3 You will indemnify Decimal against any claims or loss relating to:Decimal’s refusal to provide any person access to Your information or Data in accordance with these Terms,Decimal’s making available information or Data to any person with Your authorization.
7.3.4 Decimal does not warrant that use of the Decimal Services will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Decimal Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Decimal Services. Decimal is not in any way responsible for any such interference or prevention of Your access or use of the Decimal Services.
7.3.5 It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
7.3.6 You remain solely responsible for complying with all applicable tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Decimal Services and the Website will comply with laws applicable to You (including any laws requiring You to retain records).
7.3.7 You shall be responsible for compliance with all applicable laws and regulations applicable to any use of or access to the Decimal Services outside of the U.S. The Decimal Services shall not be accessed from, and none of the underlying information or technology may be transferred or otherwise exported to, countries as to which the U.S. maintains an embargo or any party on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or party, and that neither the Decimal Services nor any information acquired through the use of the Decimal Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
7.4 Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Decimal Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Decimal Services, the Website, or the Terms.
7.5 Warranty Disclaimer: THE DECIMAL SERVICES PROVIDED BY DECIMAL TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. DECIMAL HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. DECIMAL DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. CERTAIN STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
7.6 Electronic Communications: Decimal and You may communicate with one another by electronic mail or otherwise transmit documents in electronic form during the course of accessing or using the Decimal Services. Each party accepts the inherent risks of these forms of communication (including the security risks of interception of or unauthorized access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices). You agree that the final hardcopy or electronic version of a document, or other written communication that Decimal transmits to You shall supersede any previous versions transmitted by Decimal to You. By continuing to use the Decimal Services, you consent to receive text messages sent by an automatic telephone dialing system. Consent to these terms is not a condition of purchase.
8. LIMITATION OF LIABILITY
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, DECIMAL EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE DECIMAL SERVICES, FOR ANY (I) LOSS (INCLUDING LOSS OF INFORMATION, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROFITS AND SAVINGS), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL DAMAGES RESULTING FROM ANY USE OF, OR RELIANCE ON, THE Decimal SERVICES. CERTAIN STATE LAWS MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR FOR THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, DECIMAL’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
8.2 IF YOU SUFFER ANY DIRECT LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICES, ANY CLAIM BY YOU AGAINST DECIMAL WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE SUBSCRIPTION FEES PAID BY YOU IN THE PREVIOUS TWELVE (12) MONTHS, PROVIDED THAT IF YOU ARE A SERVICE PROVIDER OR SERVICE PROVIDER CLIENT, DECIMAL’S TOTAL LIABILITY TO SERVICE PROVIDER AND/OR SERVICE PROVIDER CLIENT IN AGGREGATE FOR SUCH INCIDENTS SHALL NOT EXCEED THE SUBSCRIPTION FEES ATTRIBUTABLE TO THE SERVICE PROVIDER CLIENT ACCOUNT(S) TO WHICH THE INCIDENTS RELATE IN THE PREVIOUS TWELVE (12) MONTHS. ANY REFERENCE TO DECIMAL IN THIS SECTION ALSO INCLUDES THE DECIMAL PARTIES AND ITS AND THEIR SUPPLIERS OR CONTENT PROVIDERS. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.3 If You are not satisfied with the Decimal Services, Your sole and exclusive remedy is to terminate these Terms in accordance with section 9 below.
9.1 Payment and no refund policy: Billing will begin from the day Your billing details are added into the Decimal Services. Decimal may, at its discretion, provide a refund for any remaining prepaid period for a prepaid Subscription Fee subscription.
9.2 Term; Renewal; No-fault termination: These Terms will continue for the period covered by the Subscription Fee. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You (or your Service Provider, if applicable) continue to pay the prescribed Subscription Fee when due, unless You (or your Service Provider or Service Provider Client, if applicable) terminate this agreement by giving notice to Decimal at least thirty (30) days in advance. If this agreement is terminated in this manner on less than thirty (30) days before the end of your current billing period, Subscription Fees will be charged on a pro-rata basis for the following month until termination takes effect. Decimal may terminate this agreement at any time immediately upon notice to You (or your Service Provider, if applicable).
9.3 Breach or Insolvency:
9.3.1 If You: breach any of these Terms (including, without limitation, by non-payment of any Subscription Fees) and do not remedy the breach within fourteen (14) days after receiving notice of the breach if the breach is capable of being remedied, OR breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Subscription Fees that are more than thirty (30) days overdue), OR You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, Decimal may take any or all of the following actions, at its sole discretion:
- Terminate Your use of the Decimal Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Decimal Services and the Website;
- Suspend or terminate Your access to all or any Data;
- Take any of the actions above with respect to any or all other persons whom You have authorized to have access to Your information or Data.
9.4 For the avoidance of doubt, if payment of any invoice for Subscription Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined above) is not made in full by the relevant due date, Decimal may suspend or terminate Your use of the Decimal Services, the authority for all or any of Your Organizations to use the Decimal Services, or Your rights of access to all or any Data.
9.5 Accrued Rights: Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You shall:
9.5.1 remain liable for any accrued charges and amounts which become due for payment before or after termination;
9.5.2 remain obligated to refrain from any actions prohibited by the Terms that survive termination; and
9.5.3 immediately cease to use the Decimal Services and the Website.
10. HELP DESK
10.1 Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Decimal. If You still need technical help, please check the support provided on the Website or email us at firstname.lastname@example.org
10.2 Service availability: While Decimal intends that the Decimal Services should be available from 9:00am to 6:00pm MST during business days, it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. If for any reason Decimal has to interrupt the Decimal Services for longer periods than Decimal would normally expect, Decimal will use reasonable endeavors to publish in advance details of such activity on the Website.
11. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
12. ADDITIONAL TERMS RELATING TO TAX SERVICESThis section shall apply only to Subscribers and Authorized Users who receive tax preparation services as part of the Decimal Services. Tax preparation services are not currently available to CPAs or their Clients.12.1 The Internal Revenue Service imposes penalties upon taxpayers and preparers for failure to observe due care in reporting for income tax returns. In order to insure an understanding of our mutual responsibilities, we ask all clients for whom returns are prepared to confirm the following arrangements. Decimal will prepare your federal and state income tax returns from information which you will furnish to us. We will not audit or otherwise verify the data you submit, although it may be necessary to ask you for clarification of some of the information. It is your responsibility to provide all information required for the preparation of complete and accurate returns. You should retain all original documentation and send only copies of originals, canceled checks, and other information for the basis of income and deductions. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You have the final responsibility for the income tax returns; therefore, you should review them carefully before you sign them. The information you are supplying Decimal needs to be accurate, and complete to the best of your knowledge, and needs to be supported by records as required by law. Our work in connection with preparations of your income tax returns do not include any procedures designed to discover defalcation, or other irregularities, should any exist. We will render accounting assistance as determined to be necessary for preparation of income tax returns.12.2 Notwithstanding anything to the contrary set forth herein, no provision in these Terms is or is intended to be construed as a condition of confidentiality within the scope of the Internal Revenue Code of 1986 (the “IRC”) section 6011 as implemented through Treasury Regulation 1.6011-4(b)(3)(ii) (without regard to references to payment or receipt of a minimum fee) or under any similar or analogous provisions of the laws of a state or other jurisdiction. In particular, You may disclose to any and all persons, without limitation of any kind, tax information Decimal provides to You, including all materials such as tax opinions, memoranda, or other written tax advice that describes or otherwise relates to, either or both of the tax treatment and tax structure of any transaction on which Decimal’s services are provided. You agree to use commercially reasonable efforts to inform Decimal of any conditions of confidentiality imposed by third party advisors with respect to any transaction on which Decimal’s services are requested. Such notification must occur prior to Decimal providing any advice with respect to the transaction.12.3 Treasury regulations under IRC section 6011 require taxpayers to disclose to the IRS their participation in reportable transactions and IRC section 6707A imposes strict penalties for noncompliance with IRC section 6011. IRC section 6111 and the laws of various states require a material advisor with respect to a reportable transaction to make a return containing specified information concerning the transaction to the IRS or a designated state tax authority by a prescribed date, and IRC section 6707 imposes penalties for noncompliance with IRC section 6111. IRC section 6112 and the laws of various states require the material advisor to maintain, and make available to the IRS or designated state tax authority upon request, a list containing prescribed information with respect to persons advised and other information with respect to the reportable transaction, and IRC section 6708 imposes penalties for noncompliance with IRC section 6112. You agree to use commercially reasonable efforts to inform Decimal if You are required to disclose any transaction covered by the Services as a reportable transaction to the IRS or to any state or other jurisdiction adopting similar or analogous provisions to IRC section 6011. Decimal will use commercially reasonable efforts to inform You if Decimal provides Your identifying information to the IRS under IRC section 6111 or 6112, or to any state tax authority or other jurisdiction adopting similar or analogous provisions thereto.12.4 Unless expressly provided for, Decimal’s services do not include representing You in the event of a challenge by the IRS or other tax or revenue authorities.12.5 In rendering tax advice, Decimal may consider, for example, the applicable provisions of the IRC, and the Employee Retirement Income Security Act of 1974, each as amended, and the relevant state, local and foreign statutes, the regulations thereunder, income tax treaties, and judicial and administrative interpretations, thereof. These authorities are subject to change, retroactively or prospectively, and any such changes could affect the validity of Decimal’s advice.12.6 Tax Return Standards: We apply elevated standards in preparing tax returns and providing tax advice. These standards are dependent on certain characteristics of the entity to which our services will be directed as follows:12.6.1 For U.S. public companies or “large private entities” (i.e., private entities with prior year gross revenues of $300 million or more): We must be able to determine that (1) there is “substantial authority” for an undisclosed return position (i.e., the weight of authorities in support of a position is substantial in relation to the weight of authorities in opposition to the position) and (2) a disclosed return position has at least a “realistic possibility” of being sustained on its merits. The laws of some states (e.g., New York) also may impose more stringent return preparation standards for state tax returns. For positions pertaining to a “Tax Shelter” (as defined in IRC §6662(d)(2)(C)(ii)) or a “reportable transaction” with a significant purpose of tax avoidance, the return positions must be at least “more likely than not” to be sustained on the merits; if the taxpayer is advised regarding potential taxpayer penalties, ere must be “substantial authority” for our advice.12.6.2 For “individuals or other private entities” (i.e., entities that do not fall within the definitions above as a U.S. public company or large private entity): The return position must be at least “more likely than not” to be sustained on the merits.12.6.3 If a return position relates to a transaction that is a “principal purpose transaction,” we must arrive at a “should” confidence level with respect to the position.12.6.4 We will not render any advice with respect to a federal or state “listed transaction” or any transaction that is substantially similar to a federal or state “listed transaction”. In determining whether a return position or tax advice meets the appropriate standard, we will not take into account the possibility that a tax return will not be audited, that an issue will not be raised on audit, or that an issue will be settled. We will inform you as soon as possible if We determine circumstances exist that prevent us from completing the tax return under these standards.12.7 Electronic Filing: We will electronically file the returns and extensions we prepare for You that are subject to tax authority mandates. The filing instructions that We provide to you will indicate the returns and extensions that We have electronically filed on Your behalf, if any, and will provide instructions and filing copies for your paper filing of the returns and extensions that were not electronically filed. The Decimal electronic filing identification number (EFIN) will be included in certain e-filing documentation we will provide to you for the returns e-filed using Decimal-licensed software. The Decimal EFIN is proprietary to Decimal and You are not authorized to use the Decimal EFIN for any purpose. If You do not wish to have Decimal electronically file Your returns, You must inform us in writing.12.8 Written Advice: Written advice provided to you in connection with the Decimal Services will be based on facts, representations, assumptions, and other information you provide to us, the completeness, accuracy and timeliness of which are critical factors in our ability to timely and accurately complete the Decimal Services. Unless you request and we agree under a separate writing (a newly issued engagement letter) after our advice has been issued in final form to you, Decimal will not update our advice to take into account your updating the facts you provide to us through your discovery of new or additional facts, or your updating any information that may have formed the basis of any assumptions we made in developing our advice. In rendering advice, we will consider tax authorities that are subject to change, retroactively and/or prospectively, and any such changes could affect the advice we issue to you.
13. ADDITIONAL TERMS FOR SERVICE PROVIDERS13.1 Acknowledgement. You acknowledge and agree that You have requested that Decimal provide professional services in the form of bookkeeping services on behalf of your Service Provider Client(s). These Terms do not require Decimal to render, and Decimal will not render pursuant to these Terms, attest advice or services to your Service Provider Client(s) and nothing in these Terms shall be construed as Decimal offering attest advice or services to your Service Provider Client(s). Decimal is performing the bookkeeping services at Your direction in connection with your provision of professional services to your Service Provider Client(s). Decimal has not and will not independently assess or make any representations regarding Your qualifications to perform, or performance of, the professional services required of you by your Service Provider Client(s), and Decimal does not guarantee the accuracy of any advice or services provided by You. For the avoidance of doubt, Decimal shall not be responsible for any accounting judgments made by You, and will have no obligation or duty to identify or correct any errors attributable to You. You represent and warrant that, to the extent you provide information of any Service Provider Client to Decimal through the Decimal Services or otherwise, you have the requisite permissions and authority from the Service Provider Client, and are permitted by applicable laws, rules, regulations, and professional standards, to do so.13.2 Accounting Firm Revenue. You represent and warrant that the revenues earned by You in connection with the Decimal Services represent less than forty percent (40%) of your gross revenues, measured on an annual basis. You hereby covenant and agree (a) to notify Decimal if the revenues earned by You in connection with the Decimal Services equals or exceeds forty percent (40%) of your revenues, measured on an annual basis, (b) that You will immediately cease to use the Decimal Services and the Website and (c) that this agreement shall automatically and immediately (without any required action by You or Decimal) terminate.13.3 Use of Decimal Services for Clients. You may use the Decimal Services only for purposes of managing the registration of Service Provider Clients and the provision of services to Service Provider Clients. Use of the Decimal Services by, or for the benefit of, any Service Provider Client(s) is subject to such Service Provider Client’s acceptance of and compliance with the Terms of Service, as well as Decimal's client acceptance policies and procedures. You represent and warrant that you have performed a background check on all Service Provider Clients for which you intend to use the Decimal Services and they are not in bankruptcy proceedings or engaged in the following activities:
cannabis, pornography or adult entertainment
service providers to parties engaged in cannabis, pornography or adult entertainment
individuals with felony convictions
gambling and gaming
sales of securities on-line
You agree to hold the Decimal Parties harmless and defend and indemnify the Decimal Parties from and against any claims, causes of action, damages and liability of whatever kind or nature relating to Your client services or your breach of this section 13.13.4 No Solicitation. If You are a CPA, Decimal agrees that it will not knowingly market other Decimal services through concerted and targeted means to Your Service Provider Clients, if Decimal knows or reasonably believes such services are already being provided by You.
14. USE OF MEMBER FIRMS AND THIRD PARTIES14.1 You acknowledge and agree that the Decimal Services, including any applicable tax advice, may be performed by a Member Firm located outside of the United States. You understand that each Member Firm is a separate, distinct and independent legal entity and is not a partner, principal, agent or affiliate of Decimal and Decimal is not a partner, principal, agent or affiliate of any other Member Firm.14.2 You further acknowledge and agree that in connection with the performance of the Decimal Services, in their discretion or at Your direction, may utilize the services of third parties within and outside of the United States to complete the Decimal Services or analyze Your information.14.3 You further acknowledge and agree that Decimal Parties may have access to confidential information from offshore locations, and that Decimal uses third parties within and outside of the United States to provide at Decimal’s direction administrative, clerical or analytical services to Decimal. These third parties may in the performance of such services have access to Your confidential information. Decimal represents to You that with respect to each Member Firm and third party, Decimal has technical, legal and/or other safeguards, measures and controls in place to protect confidential information of You from unauthorized disclosure or use. Decimal shall be responsible to You for their failure to comply.14.4 Accordingly, Your agreement above extends to disclosure, ability to access, and use of Your confidential information by the parties and for the purposes set forth in these Terms and this section 14.14.5 Any services performed by a Member Firm or third party shall be performed in accordance with the Terms, but Decimal shall remain responsible to You for the performance of the Decimal Services. You agree that any claim relating to the Decimal Services may only be made against Decimal and not any other Member Firm or third party engaged by Decimal as referred to above.
Last Updated 11/01/2022