Backoffice Platform Agreement

Last Updated: 6/12/2026

PLEASE READ THESE TERMS AND USE CAREFULLY. BY ACCESSING OUR SITES OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS BACKOFFICE PLATFORM AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR SERVICES AND MUST DISCONTINUE YOUR USE OF THE SITES AND SERVICES.

This Backoffice Platform Agreement (this “Agreement”) governs your use of Backoffice’s cash-basis bookkeeping service which combines machine-learning automation with human review by Backoffice personnel (the “Services”). The Services are accessible at https://www.backoffice.co and all other associated websites and subdomains provided by Backoffice.co, Inc. and its affiliates (“Backoffice”, “we” or “us”) whether accessed via computer or otherwise (individually and collectively, the “Sites”). The Services help you maintain your business’ financial statements by connecting to your business bank accounts via Plaid (a Third Party Provider as defined herein), connecting to your QuickBooks Online via Intuit (A Third Party Provider as defined herein), and using machine-learning models hosted on Amazon Web Services (“AWS”) (A Third Party Provider as defined herein) to suggest categorizations and draft journal entries for various expenses. The Services also assist you to maintain your ledger and populate financial statement reporting. Backoffice’s delivery of any completed financial statements to you is conditioned on you providing timely information, classifications, and feedback as reasonably requested.

This Agreement contains an agreement to individually arbitrate Disputes, as such term is defined below. You acknowledge and understand that by accepting this Agreement you agree to such arbitration provision as well as the included jury trial and class action waiver. See Section 21 for more detail.

1. ACCEPTANCE OF AGREEMENT.

This Agreement sets forth the legally binding terms and conditions that govern your use of the Services. By accessing, browsing, or otherwise using the Services, you are accepting this Agreement on behalf of yourself and/or the entity that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement on behalf of yourself and the business entity you represent.

You may not access or use the Services or accept this Agreement if (a) you are not of legal age to form a binding contract with Backoffice; (b) you are prohibited by law from receiving or using the Services; or (c) you are not a U.S. resident. If you do not agree to be bound by all of the provisions of this Agreement, do not access and/or use the Sites or Services.

2. AMENDMENTS.

Backoffice reserves the right to amend this Agreement at any time. Backoffice will post notice of any amendment on the Sites. Unless stated otherwise, the amended version shall be effective upon posting. If we make material changes to this Agreement, we will provide you with reasonable notice of such modifications before they become effective. Notwithstanding the foregoing, material changes may take effect immediately to comply with applicable law or payment network rules or to avoid or mitigate any material risk, loss, or damage. We will date the posted Agreement with the last day of revision. If you do not agree to the modifications, you must cancel your Backoffice Account (defined below) and discontinue use of the Services. Your continued use of the Services after any change to this Agreement constitutes your agreement to be bound by such amended Agreement. Backoffice may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability.

3. SERVICES.

3.1 Services.

Through the Services, you may have access to certain expense management tools. Backoffice reserves the right to amend or modify the Services it offers at any time. For material decreases in the functionality of the Services, Backoffice will make reasonable effort to provide you advance notice of such reduction.

3.2 Subscription Services.

Access to certain Services may only be available with the purchase of a branded subscription experience (a “Subscription”, or collectively, the “Subscription Services”). Your access to the Subscription Services is conditioned upon your payment of the billed fees, either monthly or annually as agreed upon (a “Subscription Fee”). By enrolling in the Subscription Services, you authorize Backoffice to debit the Subscription Fee from any eligible deposit or other similar type of supported bank account that is held with a financial institution or other that is linked to or otherwise authorized for use through your Backoffice Account (“Linked Account”) on the monthly date identified through the Services in accordance with this Agreement (a “Subscription Period”). Your subscription will automatically renew each month unless canceled by you. You may cancel your subscription at any time. However, Subscription Fees are non-refundable. If you cancel your subscription, you will not be refunded the Subscription Fee for the current Subscription Period. You will maintain access to the Subscription Services for the period in which you cancelled. Backoffice reserves the right to amend the Subscription Fee. Backoffice will provide you with advance notice of the change in the Subscription Fee going into effect.

3.3 Automatic Renewal.

FOR THE AVOIDANCE OF DOUBT, WHEN YOU SUBSCRIBE TO A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (I) BACKOFFICE IS AUTHORIZED TO CHARGE YOUR LINKED ACCOUNT IMMEDIATELY UPON PURCHASE AND ALL APPLICABLE RENEWAL DATES FOR THE THEN APPLICABLE SUBSCRIPTION FEE UNTIL YOU CANCEL YOUR SUBSCRIPTION, AND (II) THE AUTOMATIC RENEWAL OF YOUR SUBSCRIPTION AND SUBSCRIPTION SHALL CONTINUE UNTIL YOU CANCEL YOUR SUBSCRIPTION OR WE SUSPEND OR STOP PROVIDING YOU ACCESS TO AND USE OF THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT.

3.4 Billing Date.

By providing a payment method while subscribing to the Subscription Services, you authorize us to charge your payment method (or a backup payment method, as applicable) for the Subscription Fees immediately upon purchase, and/or any Renewal Date depending on selections you made during the applicable Subscription (the applicable “Billing Date”). Unless you (i) cancel your Subscription, or (ii) your Subscription is otherwise terminated pursuant to these Terms, your Subscription will automatically renew, and you will be charged the applicable Subscription Fees on each Renewal Date. As used herein, the term “Renewal Date” (sometimes referred on the Sites as “Next Billing”) refers to that specific date that is the start of your next applicable Subscription period. Your Renewal Date can be verified at any time by visiting the “Subscriptions” section of the Site’s “Settings” page. Notwithstanding, we reserve the right, but shall not have the obligation, to change your specific Renewal Date if (i) we are unable to settle the charge on the originally-scheduled Renewal Date, such as if your payment method declines, fails, has insufficient funds, or is otherwise unavailable, (ii) your payment method declines, fails, has insufficient funds, or is otherwise unavailable and we resort to the use of a backup payment method stored in your Account, or (iii) you make modifications to your Subscription (e.g., you choose to upgrade from a monthly Subscription to a yearly Subscription, or you choose to “pause” your Subscription for a prescribed period of time if such feature is offered to you or made available by us). We will take reasonable steps to notify you of changes to your Renewal Date. You agree to review your Subscription and corresponding Renewal Date periodically by visiting the “Subscriptions” section of the Site’s “Settings” page. IF YOU WISH TO CANCEL YOUR SUBSCRIPTION, YOU MUST DO SO PURSUANT TO THESE TERMS. ALL PAYMENTS OF SUBSCRIPTION FEES AND RELATED COSTS AND CHARGES DESCRIBED HEREIN ARE NONREFUNDABLE. THERE ARE NO CREDITS OR REFUNDS FOR PARTIALLY USED SUBSCRIPTION PERIODS.

3.5 Subscription Cancellation.

You can cancel your Subscription at any time by visiting the Subscriptions section of the website’s “Settings” page and following the cancellation instructions. Alternatively, you can also contact our customer service page for help with your cancellation by visiting https://www.backoffice.co/contact or calling +1-800-711-3307. To ensure that you are not charged, we recommend canceling your Subscription at least twenty-four (24) hours in advance of your Renewal Date, as applicable. So long as you cancel your Subscription before your Renewal Date, you may contact us to request a refund for any Subscription Fees charged to you following cancellation of your Subscription. If you elect to cancel your Subscription, you will continue to have access to the Services through the end of your current Subscription period (i.e., the remainder of the paid month or year, as applicable).

3.6 Termination.

In the event that the payment of your Subscription Fees is not settled, due to your payment method declining, failing, having insufficient funds, or being otherwise unavailable, we may choose to retry charging said payment method until settled (including doing so without extending your Renewal Date), charge your backup payment method(s), or choose to cancel your Subscription, without notice to you. If you violate any of the terms or conditions of these Terms, your Subscription is subject to automatic termination without notice from us, and Backoffice may, in its discretion, immediately revoke your access, without notice to you, to automatically discontinue your access to any of the Services.

3.7 Processing Fees.

Certain Services may be subject to processing fees (“Processing Fees”). Any such Processing Fees will be disclosed through the Services. By agreeing to use the relevant Service, you agree to be charged the amount indicated for the Processing Fee.

3.8 Third Party Service Providers.

Backoffice may use subcontractors, vendors, and other third-party providers (each a “Third Party Provider”) in connection with the Services. You may be required to agree to a Third Party Provider’s terms of service in connection with certain Services. To use the Services, you may direct Backoffice to retrieve your account transaction history, balance information and/or other information maintained by third-parties with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). Backoffice works with one or more third-party service providers to access this Third-Party Account Information. By using the Services, you authorize Backoffice to access this information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. By agreeing to this Agreement, you are also agreeing that you are responsible for keeping your passwords and usernames for this Third-Party Account Information secure, and for keeping those passwords and usernames up to date in your Backoffice Services. Backoffice does not review the Third-Party Account Information for accuracy, legality or non-infringement, and Backoffice is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites. You are responsible for maintaining each connected account in working order, including promptly reauthorizing or reconnecting where the Third Party Provider requires re-consent. The Services may be interrupted while a connected account is unauthorized, disconnected, or otherwise inaccessible, and Backoffice has no obligation to perform any portion of the Services that depend on the affected connected account during such interruption.

4. ACCESS; ACCOUNT; ACCURACY OF AND UPDATES.

4.1 Access to the Services.

To access the Services, you will be required to provide Backoffice with information about yourself and the business you represent. This may include your name, mailing address, and email address as well as business name, employer identification number, and business address, information about accounts you maintain at third party websites, including, as applicable, your accounts at any financial institution, as provided by you to Backoffice (such information “Account Information”), certain financial information regarding the business, and certain information regarding the business owner, each as may be prompted by any registration forms available through the Services or as otherwise requested by Backoffice (“Profile Information”).

4.2 Account Creation and Responsibilities.

For access to certain Services, you may be required to create an account with Backoffice (a “Backoffice Account”). This process will include creation of a login ID and password to access the Services. You are responsible for maintaining the confidentiality of your Account login ID and password and all activities that occur under your Account, regardless of whether such activity was authorized by you and including the activities of Authorized Persons (as defined below). Should you believe or have reason to believe that any of your Profile Information, including your Backoffice Account password, has been compromised, or that another person is accessing your Backoffice Account through some other means, you agree to notify us as soon as possible at support@backoffice.co. Backoffice cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4.3 Accurate, Current and Complete Information.

You agree to provide accurate, current and complete Profile Information when you first access the Services and to promptly update all your Profile Information or Account Information whenever the information provided to us is no longer accurate. To update your Profile Information, you may create or log into your Backoffice Account and update your Profile Information through the options listed. You may delete your Backoffice Account at any time, for any reason, by following the instructions provided through the Services. If you need help changing your information, please email us at support@backoffice.co.

4.4 Our Use of the Account Information.

We are not responsible for any payment processing errors or fees or other Services-related issues arising from your failure to keep your Profile Information current. If we determine, in our sole discretion, that you have failed to maintain current and accurate Profile Information or Account Information, we may suspend or terminate your access to the Sites and Service.

5. ACCOUNT VERIFICATION AND INDIVIDUAL AUTHORIZATION.

You represent that you are accessing the Services for business purposes, and, if accessing the Services on behalf of a business, that you are authorized by the business entity to enter into an agreement with us to receive the Services.

Backoffice may enable functionality that allows you to designate additional persons to access the Services (each, an “Authorized Delegate”). You represent and warrant that each Authorized Person is authorized to act on behalf of, and bind, the business entity that you represent. You also understand that you remain responsible for any such Authorized Delegate’s activities.

In order to use certain Services, Backoffice may be required to verify your identity, that of any Authorized Persons, and the business that you represent. You authorize us to make any inquiries we consider necessary to validate such identities. If you do not respond to such inquiries or we cannot verify your identity or that of your business or Authorized Persons, we can refuse to allow you to use the Services.

6. COMMUNICATION.

By utilizing the Services, you agree that we, our affiliates, or any of our Third Party Providers, may send you communications, notices, agreements, or disclosures (each a “Communication”) electronically by email, text, or telephone, sending mobile push notification or using any other method of communication permitted by law. Such Communications may be provided to any phone number or email address you provide to us or we will make such Communications accessible via the Services. All Communications provided electronically will be considered to have been provided “in writing.” We may contact you in any way, such as calling, texting, emailing, sending mobile application push notifications or using any other method of communication permitted by law. You represent and warrant that you are authorized by your business to provide any telephone number you provide to Backoffice. You further represent and warrant that you are permitted to receive calls and text messages at the telephone number provided.

You are responsible for keeping your Profile Information updated and you agree that if we send you a Communication but you do not receive it because your information is incorrect or out-of-date, we will have met any requirement to provide the Communication to you. You acknowledge that you may receive marketing or promotional Communications via email. You may opt out of receiving any such promotional Communications we send to you by following the unsubscribe options on such emails. You agree that Backoffice, its agents, representatives, and affiliates, and anyone communicating on Backoffice’s behalf may use any of the means of communication described in this section even if you will incur costs to receive such Communication.

7. INTELLECTUAL PROPERTY.

The Services are protected by United States and international copyright and trademark laws and other applicable intellectual property laws, and together with any material made available for download, any content, files, code, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the Services (collectively, the “Content”) may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized or approved, in writing, by Backoffice. You may not frame or utilize framing techniques to enclose, or deep link to, our names, trademarks, service marks, logos, Content, or other proprietary information without our express written consent. You are authorized solely to view and retain a copy of the pages of the Sites for your own personal, non-commercial use. Additionally, you agree that you will not (i) remove or alter trademark or other proprietary notice, or legend displayed on the Services (or printed pages produced from the Site); or (ii) make any other modifications to any documents obtained from the Services other than in connection with completing information required to transact business with Backoffice.

Backoffice grants you a revocable, nonexclusive and nontransferable license to use the Content as provided through the Services and as permitted by this Agreement. This license terminates upon termination of this Agreement, unless terminated earlier by us.

To the extent such rights are not expressly identified in this Platform Agreement, we reserve all other rights to our intellectual property relating to the Services and shall own all modifications, improvements, enhancements, derivative works, additional models or features made by us to the Services (collectively “Modifications”), whether or not such Modifications were made by us on the basis of any feedback, ideas, suggestions, or information provided by you.

8. ARTIFICIAL INTELLIGENCE

The Services may leverage proprietary or third-party technologies such as artificial intelligence and machine learning systems, including third-party large language models (“AI Systems”), to generate outputs (“Output”). By using the Services, you acknowledge and agree that AI Systems may be used to process your data, provide recommendations, and Outputs may be used to improve service performance. You understand that any Outputs or recommendations may contain errors or misleading information and may not be accurate or reliable. We do not guarantee the accuracy, completeness, or usefulness of any such Output, recommendations, or other materials and bear no liability to you with respect to the use of such technology or its Output. You acknowledge that relying upon any Output without first verifying the accuracy of such Output with a qualified human could cause harm, including but not limited to legal, financial, and physical harm. Before using an Output, you must independently validate it in accordance with industry standards and determine its safety, efficacy, and suitability for its intended use.

ANY USE OF AN OUTPUT IS AT YOUR SOLE RISK, AND YOU AGREE NOT TO RELY ON OUTPUTS AS A SOURCE OF FACTUAL INFORMATION OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT (A) OUTPUT MAY NOT BE UNIQUE, NOVEL, EXCLUSIVE, OR OTHERWISE SPECIFIC TO YOU, AND OTHER USERS OF THE SERVICES MAY RECEIVE SIMILAR OUTPUT VIA THE SERVICES; (B) THERE MAY BE ERRORS, INCONSISTENCIES, INCOMPLETENESS, OR INACCURACIES IN OUTPUT FOR VARIOUS REASONS (INCLUDING THE QUALITY OR TYPE OF DATA INPUT INTO THE SERVICES AND THE INHERENT LIMITATIONS AND PROBABILISTIC NATURE OF MACHINE LEARNING TECHNOLOGY USED IN CONNECTION WITH THE SERVICES); AND (C) OUTPUT OR ANY PART THEREOF MAY (I) BE OWNED OR CONTROLLED BY A THIRD PARTY, OR (II) PROTECTED OR PROTECTABLE BY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS. WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOREGOING ACKNOWLEDGMENTS AND WILL NOT BE LIABLE FOR ANY ERRORS, INCONSISTENCIES, OR INACCURACIES IN THE OUTPUT.

9. PRIVACY.

You agree to Backoffice’s Privacy Policy (available at https://www.backoffice.co/privacy) (“Privacy Policy”). The Privacy Policy describes how we collect, use, and disclose information provided by you and Authorized Persons. By accessing or otherwise using the Services, you agree to, and are bound by, the terms of the Privacy Policy.

10. CONFIDENTIALITY.

Each party (the “Receiving Party”) may receive non-public information of the other party (the “Disclosing Party”) in connection with this Agreement (“Confidential Information”). Confidential Information includes information that is identified as confidential at the time of disclosure or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure, including Customer Data (which is Customer’s Confidential Information) and non-public technical, business, and product information of Backoffice. The Receiving Party will (a) use the Disclosing Party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement, (b) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (c) not disclose Confidential Information to any third party other than to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than this § 10. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was lawfully in the Receiving Party’s possession without restriction prior to disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information as required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order.

11. THIRD-PARTY LINKS, PRODUCTS AND APPLICATIONS.

The Services may contain links to third-party websites, services, products, and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Backoffice, and Backoffice is not responsible for any Third-Party Links and Applications. Backoffice provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make any investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Applications.

12. LIMITATIONS OF USE.

12.1 You agree to use the Services only for lawful purposes. You are prohibited from any use of the Services that would constitute a violation of any applicable law or that could give rise to any civil or criminal liability. Any unauthorized use of the Services, including but not limited to unauthorized entry into Backoffice’s systems, misuse of passwords, or misuse of any information posted through the Services is strictly prohibited. Backoffice makes no claims concerning whether use of the Services is appropriate outside of the United States. If you access the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

12.2 You agree you will not (1) try to reverse engineer, disassemble, decompile, or decipher the Services or software making up the Services, (2) navigate or search the Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), (3) use a means other than Backoffice’s provided interface to access the Services, (4) use the Services in a way that could impair, overburden, damage, or disable any portion of the Services, or (5) mirror any material contained on the Services.

12.3 Backoffice reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or applicable law, and Backoffice also reserves the right to take action to protect Backoffice, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to: (1) updating information you have provided to us so that it is accurate, (2) limiting or completely closing your access to the Services, (3) suspending or terminating your ability to use the Services on an ongoing basis, (4) taking legal action against you, and (5) holding you liable for the amount of Backoffice’s damages caused by your violation of this Agreement.

13. INDEMNIFICATION.

You agree to release, indemnify, and hold harmless Backoffice and its affiliates, and their respective officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or alleged use of the Services; (b) your violation of this Agreement or any representation, warranty, or agreements referenced herein; (c) your violation of any rights of a third party including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (d) your violation of any applicable law; (e) any harm to your business suffered as a result of obtaining or not obtaining financing through the Services; or (f) your failure to provide and maintain true, accurate, current, and complete Profile Information, Account Information or other information requested by Backoffice.

14. LIMITATION OF LIABILITY.

14.1 NO CONSEQUENTIAL DAMAGES.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BACKOFFICE NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (THE “BACKOFFICE PARTIES”) WILL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, PUNITIVE, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING FOR EXAMPLE, LOSS OF GOODWILL, DATA, REVENUE, PROFITS, SAVINGS, USE OR ECONOMIC ADVANTAGE), OR CLAIMS OF THIRD PARTIES ARISING OUT OF, OR RELATING TO, YOUR USE OF, ACCESS TO, OR INABILITY TO USE OR ACCESS, THE SERVICES, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY, OR OTHERWISE AND YOU HEREBY WAIVE ANY AND ALL RELATED CLAIMS AGAINST BACKOFFICE AND ITS AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS.

14.2 TOTAL LIABILITY.

IN NO EVENT WILL THE BACKOFFICE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED $500 USD. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

15. NO WARRANTIES.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND BACKOFFICE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITES AND THE SERVICES (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR (iii) WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CODE.

NO ADVICE OR INFORMATION PROVIDED BY BACKOFFICE SHALL CONSTITUTE ANY WARRANTY WITH RESPECT TO YOUR USE OF THE SERVICES. BACKOFFICE DOES NOT GUARANTEE OR ASSUME ANY RESPONSIBILITY FOR ANY SERVICES ADVERTISED OR OFFERED BY ANY THIRD-PARTY.

The above Section 15 is hereby disclaimed in each case to the maximum extent permitted by applicable law.

16. No Legal, Tax, or Financial Advice.

Neither Backoffice nor the Services are intended to provide legal, tax, or financial advice. Backoffice is not a financial or tax planner, and does not offer legal advice to any user of the Services. Although the Services may provide data, information, or content relating to informational services for U.S. based small business owners, including “CPA-ready” financial and tax reports and other related documents that may be prepared for you by Backoffice, you should not construe any such content as tax, legal, or financial advice.

17. Term and Termination and Survival

17.1 This Agreement is effective when you accept its terms and continues until terminated by either you or us, in accordance with this Agreement.

17.2 You may ask us to terminate this Agreement by ceasing to use the Services, paying all amounts owed to Backoffice, and providing notice to us. We may decline to terminate this Agreement or close your Backoffice Account if you have a negative balance in respect of any Services, or if we believe that your Backoffice Account is being closed to evade any legal or regulatory requirement or investigation.

17.3 Backoffice has the right to terminate this Agreement at any time and for any reason with thirty (30) days notice to you.

17.4 All provisions of this Agreement giving rise to continuing obligations of the parties, will survive termination of this Agreement.

18. Data Handling After Termination.

18.1 Export.

Prior to termination becoming effective, you may export your transaction data via the in-product CSV export. Other categories of your data may be made available on written request to support@backoffice.co and subject to commercially reasonable effort.

18.2 Retention and deletion.

Backoffice retains your data while your subscription is active and for a reasonable period thereafter for backup, operational, and legal-compliance purposes. Backoffice will honor verifiable deletion requests as required by applicable law; submit such requests to privacy@backoffice.co.

18.3 Records retention.

Backoffice may retain your data as reasonably necessary to comply with applicable tax-record, anti-money-laundering, sanctions, or other legal record-retention obligations.

18.4 Aggregated data.

Aggregated Data generated through the Services is not subject to deletion.

19. Feedback.

You grant Backoffice a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use any feedback you provide about the Services.

20. Publicity.

Backoffice may, with your prior consent (which may be by email), identify you as a customer in marketing materials or case studies.

21. DISPUTE RESOLUTION BY BINDING ARBITRATION.

PLEASE READ THIS SECTION 21 CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 21.3 BELOW.

21.1 Informal Dispute Resolution.

If a Dispute arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any Dispute in arbitration or, for an excluded matter, in court, you will try to resolve the Dispute informally by contacting support@backoffice.co. If a Dispute is not resolved within thirty (30) days after the email noting the Dispute is sent, you may initiate an arbitration proceeding as described below. As used in this Section 21, “Dispute” shall include any past, present, or future Dispute, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, including our affiliates, employees, directors, representative and agents, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise 21.2 below) the validity or enforceability of this Arbitration Provision, any part thereof, or the Agreement.

21.2 Election to Arbitrate.

You agree that the sole and exclusive forum for resolution of a Dispute shall be final and binding arbitration pursuant to this Section 21 (the “Arbitration Provision”), unless you opt out as provided in Section 21.3 below or your Dispute is subject to an explicit exception to this Arbitration Provision. Disputes are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity, or otherwise. Notwithstanding the foregoing sentence, both you and we retain the right: (1) to bring an individual action in small claims court (a “Small Claims Action”); (2) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, the misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”); or (3) to bring a claim in a court of competent jurisdiction related to consumer personal information, including without limitation, the provision of false information or a data breach resulting in the unauthorized access, acquisition or compromise of consumer personal information (a “Personal Information Action”). Disputes include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

21.3 Opt-Out of Arbitration Provision.

You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to support@backoffice.co, within thirty (30) days of the date of your electronic acceptance of this Agreement (such notice, an “Arbitration Opt-Out Notice”). Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, and address, and be signed by you.

21.4 Judicial Forum for Disputes.

In the event that (i) you or we bring a Small Claims Action, IP Protection Action, or Personal Information Action; or (ii) this Section 21 is found not to apply, the exclusive jurisdiction and venue of any Dispute will be the state and federal courts located in Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You and we both further agree to waive our right to a jury trial.

21.5 WAIVER OF RIGHT TO LITIGATE.

YOU ACKNOWLEDGE THAT YOU HAVE A RIGHT TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH DISPUTES IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

21.6 NO CLASS ACTIONS.

You agree that the arbitration of any Dispute shall proceed on an individual basis, and you may not bring a Dispute as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU SHALL NOT BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 21.6 SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

21.7 Arbitration Procedures.

The party initiating arbitration shall do so with Judicial Arbitration and Mediation Services (“JAMS”). Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules; all other Disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures (the applicable rule set, the “JAMS Rules”). If you have any questions concerning JAMS or would like to obtain a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the JAMS Rules apply. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS’ roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law.

Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 21.7 shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in this Agreement.

21.8 Arbitration Location.

Unless the arbitrator determines that an in-person hearing is necessary or you otherwise agree, the arbitration may be conducted via videoconference, telephonically or via other remote electronic means. If your Dispute does not exceed $10,000 not inclusive of attorneys’ fees and interest, then the arbitration will be conducted solely on the basis of the documents that you submit to the arbitrator, unless the arbitrator determines that a videoconference, telephonic or in-person hearing is necessary. If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to such rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

21.9 Arbitration Fees.

If we elect arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules.

21.10 Arbitrator’s Decision.

The arbitrator will render an award within the time frame specified in the administrator rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

21.11 Survival and Severability of Arbitration Provision.

This Arbitration Provision shall survive the termination of this Agreement. With the exception of Section 21.6 if a court decides that any part of this Arbitration Provision is invalid or unenforceable, then the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. In the event that a court finds that all or any portion of Section 21.6 to be invalid or unenforceable, then the entirety of this Arbitration Provision shall be deemed void and any remaining Dispute must be litigated in court pursuant to Section 21.4.

22. GENERAL TERMS.

22.1 Waiver.

The failure of Backoffice to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Backoffice in writing. No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, whether of similar or different nature, unless expressly so stated in writing. Backoffice’s rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Backoffice would otherwise have.

22.2 Governing Law.

This Agreement and all other aspects of your use of the Services shall be governed by, and all Disputes shall be resolved in accordance with, the Federal Arbitration Act, as set forth above, and by the laws of the State of Delaware and United States of America, without regard to its conflicts of law rules.

22.3 Severability.

If any provision of this Agreement (or any portion thereof) is held by a court of law to be invalid or unenforceable, then such provision shall be construed, to the greatest extent possible, in a manner to render it valid and enforceable to reflect the intentions of the invalid or unenforceable provision. Unless explicitly stated otherwise, if a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties and shall remain in full force and effect.

22.4 Miscellaneous.

This Agreement is the entire understanding and agreement between you and Backoffice regarding the subject matter of this Agreement. This Agreement supersedes any previous agreement to which you and Backoffice may have been bound regarding the subject. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practices shall act to modify any provision of this Agreement. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. For purposes of this Agreement: (i) the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

22.5 Contact Information.

If you have questions regarding this Agreement or the Services, please contact us by email at support@backoffice.co.