Terms of Service
Terms of Service and Privacy Policy for Staggs Consulting, LLC
Effective Date: September 16, 2020
Last Updated: November 1, 2024
Please read these Terms of Service and Privacy Policy (“Agreement”) carefully before using SherryStaggs.com, DIYBookkeepingCourse.com, or StaggsConsulting.com (collectively, “the Sites”), operated by Staggs Consulting, LLC (“Company,” “we,” “us,” or “our”). This Agreement establishes legally binding terms for your use of the Sites, services provided by Staggs Consulting, LLC, and our practices regarding the collection, use, and protection of your personal information.
By accessing or using the Sites, including, but not limited to, visiting, browsing, or purchasing products or services, you agree to be bound by these Terms of Service and Privacy Policy. Capitalized terms are defined in this Agreement.
1. Acceptance of Terms of Service and Privacy Policy
Each time you access or use the Sites, you confirm your acceptance of this Agreement, as amended from time to time, with or without notice. By using specific services or products, you also agree to abide by any applicable rules or guidelines, which are incorporated by reference into this Agreement.
2. Services Provided
Staggs Consulting, LLC offers information, educational materials, and resources related to bookkeeping, DIY bookkeeping, and business management, primarily tailored for entrepreneurs, freelancers, solopreneurs, and small businesses under 10 million in Annual Revenue. Services include but are not limited to online courses, digital downloads, newsletters, consultations, and access to educational materials provided by our brands: “Right Fit Bookkeeping,” “Sherry Staggs,” and “DIY Bookkeeping Course.”
Disclaimer: The content and services provided are intended for informational purposes only and are not a substitute for personalized financial, legal, or business advice. Users should consult qualified professionals for advice specific to their circumstances.
3. Information We Collect
Personal Information
We may collect personal information such as your name, email address, phone number, billing address, payment information, and any other information you voluntarily provide to us. This information is collected when you register, make purchases, subscribe to our newsletter, or interact with our services.
Non-Personal Information
We may collect non-personal information such as your browser type, IP address, the pages you visit, and the time spent on our Sites. This data is collected automatically through cookies and tracking technologies to analyze user behavior and improve the Sites’ functionality.
4. How We Use Your Information
We use the information collected for purposes including Providing and improving our services, products, and customer support Processing orders and delivering digital content Sending transactional or promotional emails if you have opted in Personalizing user experience and analyzing usage patterns Complying with legal requirements and protecting our rights
5. Data Retention and Security
We retain personal data for as long as necessary to fulfill the purposes described in this Privacy Policy or as required by law. We implement security measures, including encryption and access control, to safeguard your personal information. However, no method of transmission over the Internet is completely secure, and we cannot guarantee absolute security.
6. Sharing and Disclosure of Information
Third-Party Service Providers
We may share your personal information with trusted third-party service providers who help us operate our Sites, process payments, perform analytics, and deliver content. These providers are required to use your information solely for the purpose of providing services to us and must protect your data in compliance with this Privacy Policy.
Legal Compliance and Protection
We may disclose your information to government authorities or third parties if required by law or to protect our rights, property, or safety, and those of our users or the public.
7. Digital Products and Licensing Conditions
Purchasers of digital products, including online courses, are granted a non-exclusive, non-transferable license to access and use the purchased content for personal use only. This license prohibits: Sharing, distributing, or reselling digital content or course materials Using content on devices used primarily by others, except for backup copies for personal use Using content in a manner that breaches this Agreement or applicable laws Licenses are immediately terminated if these Terms of Service are violated.
8. Affiliate Links and Sponsorships
Our Sites and media channels may contain affiliate links or be sponsored by third-party companies. As an Amazon Associate, we may receive compensation when purchases are made through Amazon affiliate links and other affiliate networks. These relationships do not influence our content or recommendations.
While we recommend products we believe will add value, we do not guarantee third-party products or services. By engaging with affiliate content, you acknowledge our financial relationship with these companies.
9. Cookies and Tracking Technologies
We use cookies, web beacons, and similar tracking technologies to collect non-personal information automatically when you interact with the Sites. Cookies help us analyze user behavior, improve functionality, and personalize content. You can adjust your browser settings to decline cookies; however, this may affect some features of the Sites.
10. Your Privacy Rights
California Residents
Under the California Consumer Privacy Act (CCPA), California residents have the right to request access to, deletion of, or disclosure of the personal information we collect. You may also opt out of the sale of your personal information.
European Union Residents
If you are a resident of the European Union, you have rights under the General Data Protection Regulation (GDPR), including the rights to access, correct, and delete your data, as well as restrict or object to processing. You may also request data portability.
To exercise these rights, please contact us using the information provided in Section 24.
11. CAN-SPAM Act Compliance
In compliance with the CAN-SPAM Act, we ensure that: We do not use misleading or false email headers or subject lines. We clearly identify messages as advertisements when applicable. We include our physical business address in all promotional emails. We provide recipients with a simple method to opt out of future communications. We promptly honor opt-out requests within 10 business days.
If you wish to stop receiving emails from us, please follow the instructions included at the bottom of each email or contact us directly.
12. Fair Information Practices
Staggs Consulting, LLC adheres to the Fair Information Practice Principles, which form the foundation of privacy law in the United States. If a data breach occurs, we will take the following responsive action: Notify affected users via email and/or site notification within 7 business days of identifying the breach. Support individual redress rights, allowing individuals to enforce their rights against data processors who fail to comply with the law.
13. Termination for Convenience
We reserve the right to terminate or cancel access to the Sites or services at our sole discretion, with or without cause, at any time, and without notice. Users will be provided a prorated refund for any prepaid, unused services only in cases where termination occurs without cause.
14. Refund and Cancellation Policy
All sales of courses, products, and services offered through SherryStaggs.com, DIYBookkeepingCourse.com, and StaggsConsulting.com are final.
No refunds will be provided once a purchase is completed. We encourage users to review product details carefully before purchasing.
For subscription services, users may cancel future charges by following the instructions provided. Refunds for payments already processed will not be issued unless specified.
15. Income Disclaimer
Staggs Consulting, LLC makes no income claims or guarantees regarding the use of any products, courses, or services offered on the Sites. Individual financial success depends on factors beyond our control, including market conditions, user skill, and effort. Success relies solely on your abilities and resources.
16. Disclaimer of Warranties
The Sites and all materials and services are provided “as is” without warranties of any kind, whether express or implied. We disclaim any implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
17. Limitation of Liability
In no event shall Staggs Consulting, LLC, its affiliates, or employees be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising from your use of the Sites or services. This limitation applies regardless of the legal basis for the claim.
If applicable laws do not permit these exclusions, our liability will be limited to the fullest extent allowed by law.
18. Data Retention and Access
We retain personal data only as long as necessary to fulfill the purposes outlined in this Privacy Policy or as required by law. You may request access to or deletion of your personal data, subject to applicable retention requirements.
19. Registration and Account Security
To access certain features of the Sites, you may be required to register and provide accurate, current, and complete information. You are responsible for safeguarding your account information and are liable for all activity conducted through your account. Notify us immediately if you suspect unauthorized access.
20. Payment Terms
All products and services remain the property of Staggs Consulting, LLC until full payment is received. Payments are processed through secure third-party gateways, and we do not store sensitive payment information. Users should review the terms of service for the chosen payment gateway.
Local Taxes: Sales tax, customs, or other local charges may apply, depending on your region. Users are responsible for these charges.
21. Use of Third-Party Tools and Analytics
We may use third-party providers, such as Google Analytics, to analyze site usage and improve services. These providers may use cookies or other tracking technologies. You may disable cookies, but this may impact functionality.
22. External Links and Third-Party Content
The Sites may contain links to third-party websites or resources. These links are provided for convenience, and we do not endorse or assume responsibility for the content or practices of third-party sites.
23. Indemnification
You agree to indemnify and hold Staggs Consulting, LLC, its affiliates, directors, employees, and agents harmless from any claims, damages, losses, or expenses (including attorneys’ fees) arising from your use of the Sites or violation of this Agreement.
24. Dispute Resolution and Arbitration
Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration, conducted per the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be held in a mutually agreed location, or if no agreement is reached, in New Mexico.
25. Governing Law
These Terms of Service and Privacy Policy are governed by and construed in accordance with the laws of the state of New Mexico, United States, without regard to its conflict of law principles.
26. Termination of Access
We reserve the right to terminate or suspend access to the Sites and services at our sole discretion, without prior notice, if we determine you have violated this Agreement or engaged in harmful conduct.
27. Changes to Terms of Service and Privacy Policy
We reserve the right to modify or update these Terms of Service and Privacy Policy at any time, with or without notice. Continued use of the Sites following any changes constitutes acceptance of the revised terms.
28. Contact Information
For questions, concerns, or to exercise your privacy rights, please contact us at:
sherrystaggs.com
Email:
Address: 8312 Fairmont Drive NW, Albuquerque, NM 87120
Right Fit Bookkeeping a Brand of Staggs Consulting, LLC
Last Updated: December 1, 2024
Please read these terms of service ("Agreement") carefully as this Agreement constitutes a binding contract between the user that accepts this Agreement ("Customer") and Staggs Consulting, LLC, an Arizona company with its registered address at 2108 W Laurel Lane, Phoenix, AZ 85029 ("Right Fit Bookkeeping"). This Agreement governs your access to the Right Fit Bookkeeping website at https://rightfitbookkeeping.com ("Site") and the services ("Right Fit Services") available through the Site or any other communication platforms or applications (collectively, the "Services"). By accessing or using the Services, or by accepting this Agreement through an opt-in box, clicking "I Accept," or otherwise, Customer acknowledges they have read, understood, and agree to be bound by this Agreement. If the Customer is using the Services on behalf of an entity, partnership, or other organization, the Customer represents that they (i) are an authorized representative of that entity with the authority to bind it to this Agreement, and (ii) that the entity agrees to the terms outlined herein. If the Customer does not agree to these terms, they are not permitted to access or use the Services.
Right Fit Bookkeeping reserves the right, in its sole discretion, to change, modify, or otherwise update this Agreement, or any related policies or guidelines, at any time. Reasonable efforts will be made to communicate these changes via notices on the Site or other applicable channels.
Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the updated Agreement on the Site. Continued use of the Services after the posting of any changes constitutes Customer’s agreement to be bound by the revised terms. It is recommended that Customers review this Agreement periodically for any updates. The Agreement will always display the ‘last updated’ date at the top.
ARBITRATION NOTICE:
Except for certain types of disputes described in the Arbitration provision below, Customer agrees that disputes arising under this Agreement will be resolved through binding individual arbitration. BY ACCEPTING THIS AGREEMENT, THE CUSTOMER AND STAGGS CONSULTING, LLC EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CUSTOMER AGREES TO WAIVE THE RIGHT TO GO TO COURT to assert or defend their rights under this contract (except for matters eligible for small claims court). Customer’s rights will be determined by a single arbitrator and not by a judge or jury. See the Arbitration provision below for further details.
1. Services
The Services consist of cloud-based financial tools and services, which may include:
(i) bookkeeping, accounting data storage, and processing services;
(ii) financial information storage and reporting; and
(iii) the service of communicating information to, from, and among third-party service providers ("Third Party Servicers"), as per Customer instructions.
Customer acknowledges that Right Fit Bookkeeping does not provide proprietary software but instead utilizes the Customer's third-party software, including but not limited to QuickBooks Online or Xero, for bookkeeping and financial management purposes. Customers are required to grant accountant access to their third-party software accounts, which remain subject to the respective terms of service of the third-party providers.
Right Fit Bookkeeping will provide the Services to the Customer for the duration of this Agreement, subject to the payment of applicable fees and compliance with the terms outlined herein. As part of the Services, Right Fit Bookkeeping grants the Customer a limited, non-exclusive, non-transferable, non-assignable right to use the Services under this Agreement.
Customer acknowledges that the Services are cloud-based and hosted, and no copies of the underlying systems or software used by Right Fit Bookkeeping will be delivered to the Customer. Customers remain solely responsible for their recordkeeping, including maintaining and safeguarding all bank statements, financial records, and supporting documentation.
Right Fit Bookkeeping does not send back to the Customer any documents retrieved from their bank or financial institutions on their behalf.
The Services are to be used solely for the Customer's purposes. Right Fit Bookkeeping does not convey any ownership rights, title, or interest in its systems or software to the Customer. The Customer’s right to use the Services will immediately terminate upon the conclusion of this Agreement or upon the termination of service by Right Fit Bookkeeping due to non-compliance with its terms.
Financial Transactions
Right Fit Bookkeeping does not perform financial transactions on behalf of the Customer. The Customer may use the services to manage financial data or communicate instructions to third-party financial institutions or service providers. Any financial transactions executed based on these instructions are the sole responsibility of the Customer and the respective third-party service provider.
Right Fit Bookkeeping is not liable for any financial transactions, their execution, or their results, including errors, delays, or failures by third-party service providers.
Errors
The Customer must immediately notify Right Fit Bookkeeping of any errors discovered in the services or in their financial data. Right Fit Bookkeeping will use commercially reasonable efforts to investigate reported errors but does not guarantee the ability to correct all errors.
The Customer is responsible for providing accurate, complete, and timely information to assist in the investigation of errors. In cases where financial transactions are involved, including but not limited to wire transfers, the Customer agrees to exercise caution as some transactions may be irreversible.
Tax Return Preparation and Submission
Right Fit Bookkeeping offers tax return preparation and submission services based solely on the financial data and information provided by the Customer. By engaging these services, the Customer agrees to the following terms:
Accuracy and Completeness of Information: The Customer is solely responsible for providing accurate, complete, and timely financial records and tax-related information. Right Fit Bookkeeping does not audit, verify, or validate the data provided by the Customer.
Limited Role of Right Fit Bookkeeping: Our role is limited to preparing and submitting tax returns on behalf of the Customer using the information provided. The Customer acknowledges and agrees that Right Fit Bookkeeping acts as an agent in this capacity and does not assume any responsibility for the accuracy of the information submitted.
Customer Responsibility for Tax Liability: The Customer bears full responsibility for any tax liabilities, penalties, interest, or fees arising from errors, omissions, or inaccuracies in the information they provide. Right Fit Bookkeeping shall not be held liable for any such issues resulting from the Customer’s failure to provide accurate and complete information.
Acknowledgment of Review: The Customer agrees to thoroughly review all prepared tax returns before submission. By approving a tax return for filing, the Customer confirms that they have reviewed and verified the accuracy and completeness of the information contained therein.
Indemnification: The Customer agrees to indemnify and hold harmless Right Fit Bookkeeping from any claims, penalties, or liabilities arising from the submission of tax returns based on the Customer-provided data.
No Representation Rights: Right Fit Bookkeeping does not represent the Customer before any taxing authority, including the Internal Revenue Service (IRS), for audits, disputes, or inquiries. The Customer is responsible for managing any correspondence, defense, or interactions with the IRS or other tax authorities.
Audit Defense and IRS Letters: Right Fit Bookkeeping does not provide audit defense, support during audits, or consultation on notices, letters, or other communications received from the IRS or other tax authorities. Customers are encouraged to seek assistance from a licensed tax professional or legal advisor for these matters.
Consultation with Tax Professionals: While we provide tax preparation services, Right Fit Bookkeeping recommends that Customers consult with licensed tax professionals or advisors to ensure compliance with all applicable tax laws and regulations.
2. Account Access and Customer Responsibility
Right Fit Bookkeeping facilitates the use of third-party accounting software, including QuickBooks Online and Xero, for service delivery. The Customer is provided access to these platforms through their own accounts, which remain their sole responsibility.
Account Ownership and Responsibility:
The Customer retains full responsibility for maintaining access to and securing their third-party accounting software accounts, including but not limited to usernames, passwords, and any other access credentials. Right Fit Bookkeeping does not create, own, or manage these accounts beyond accountant access authorized by the Customer.Accountant Access:
By engaging our services, the Customer grants Right Fit Bookkeeping accountant-level access to their third-party accounting software account for the purposes of providing agreed-upon bookkeeping services. This access must comply with the terms of service of the respective software provider (e.g., Intuit for QuickBooks Online).Confidentiality of Access Credentials:
The Customer must ensure that their access credentials are not disclosed to unauthorized parties. Right Fit Bookkeeping shall not be held liable for any unauthorized access or data breaches resulting from the Customer's failure to secure their account information.Loss or Disclosure of Credentials:
If access credentials are lost or disclosed, whether voluntarily or involuntarily, the Customer must immediately notify Right Fit Bookkeeping. However, the responsibility for updating or recovering access credentials lies solely with the Customer and the third-party software provider.Customer Personnel Access:
The Customer may share their account credentials with authorized personnel within their organization (e.g., officers, directors, employees). The Customer assumes all liability for actions taken by such personnel within the third-party accounting platform.Hardware, Applications, and Internet Connectivity:
The Customer is responsible for providing and maintaining the necessary hardware, applications, and internet connectivity required to access and utilize the third-party software. Right Fit Bookkeeping is not liable for performance issues arising from unreliable internet connections, hardware failures, or application malfunctions.Internet Security and Risks:
The Customer acknowledges that internet connectivity may be subject to performance fluctuations, outages, and security risks. Right Fit Bookkeeping shall not be held liable for any delays, interruptions, or security breaches arising from the Customer’s internet usage or inadequate security measures.Waiver of Claims:
The Customer waives all claims against Right Fit Bookkeeping for any issues arising from account access, connectivity, or security, including but not limited to loss of data or unauthorized access caused by the Customer’s negligence.
3. Limitations
Prohibited Customers
Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) List.
Persons who are less than 18 years of age.
Persons or their Affiliates who have previously procured services from Right Fit Bookkeeping (or Staggs Consulting, LLC) and had those services terminated for cause.
Individual consumers. The Services are exclusively for businesses, charitable organizations, or not-for-profit organizations. They may not be used for personal or individual consumer purposes.
Right Fit Bookkeeping reserves the right to decline to provide Services or terminate Services to certain types of businesses, including but not limited to those that are illegal or operate in support of illegal activity. Customers engaging in such activities will be notified via the contact information provided.
Limitations on Use
The Customer shall not, and shall not permit any Customer Personnel or any other third party to:
Grant access to Right Fit Bookkeeping’s services or any associated third-party software (e.g., QuickBooks, Xero) to unauthorized persons or entities.
Modify, adapt, alter, or attempt to alter any configurations or permissions within the third-party platforms provided for bookkeeping services.
Use the third-party software accounts or access granted by Right Fit Bookkeeping for any purpose beyond the agreed-upon bookkeeping and financial services.
Engage in illegal activities, including but not limited to:
Using Right Fit Bookkeeping services or associated third-party platforms to generate spam or unsolicited emails.
Stalking, harassing, or harming any individual or entity.
Uploading or transmitting viruses, worms, Trojan horses, or other malicious code.
Use bots, scripts, or other automated tools to extract data or scrape content from the third-party platforms or Right Fit Bookkeeping communications.
Impersonate any person or entity or misrepresent their affiliation with a person or entity in the context of using Right Fit Bookkeeping services or the associated software.
Mirror, frame, or overlay content from the third-party platforms or Right Fit Bookkeeping materials without explicit authorization.
Publicly display, distribute, or perform any data, reports, or content generated by Right Fit Bookkeeping services or the associated third-party platforms unless explicitly permitted.
Violate the terms of service or end-user license agreements (EULAs) of the third-party platforms used (e.g., QuickBooks, Xero), which are agreed upon separately by the Customer.
Customers are solely responsible for ensuring their compliance with the terms and conditions of any third-party software used in conjunction with Right Fit Bookkeeping services. Any misuse or unauthorized activity may result in termination of services and additional actions as deemed necessary by Right Fit Bookkeeping.
4. Right Fit Bookkeeping and Staggs Consulting, LLC Intellectual Property Rights
Right Fit Bookkeeping, a brand under Staggs Consulting, LLC, expressly reserves all intellectual property rights in the materials and content provided directly by our company ("Right Fit Bookkeeping Materials"). This includes, but is not limited to, blogs, reviews, templates, guides, reports, and all other materials created or provided to support our services. All right, title, and interest in these materials, including any updates, adaptations, translations, customizations, or derivative works, will remain the sole property of Right Fit Bookkeeping or its licensors.
While Right Fit Bookkeeping utilizes third-party software (e.g., QuickBooks, Xero) to deliver its services, intellectual property rights for these platforms remain with their respective owners. Use of these third-party platforms is subject to their respective terms of service and end-user license agreements (EULAs), which the Customer agrees to by using the software.
Right Fit Bookkeeping reserves the right, in its sole discretion, to modify, adapt, or remove any materials it provides, without prior notice to the Customer.
Certain names, logos, trademarks, trade names, service marks, content, and other materials provided by Right Fit Bookkeeping ("Right Fit Materials") are protected by applicable intellectual property laws in the United States and other jurisdictions. Customers are not permitted to reproduce, distribute, publicly display, or use these materials for any commercial purpose without prior written consent from Right Fit Bookkeeping.
5. Customer Data Consent
Customer hereby authorizes Right Fit Bookkeeping to, directly or through third parties, make inquiries and conduct any necessary investigations to verify Customer’s identity.
The Services provided by Right Fit Bookkeeping require certain personal and financial information about the Customer, including but not limited to the Customer's name, address, phone number, email address, bank account information, and other relevant third-party service provider account information (such as QuickBooks, Xero, etc.). The Customer agrees that all information provided to Right Fit Bookkeeping will be complete and accurate, and that the Customer will promptly correct any errors in the information provided.
Ownership of Customer Data: Your data is your business. Right Fit Bookkeeping does not own Customer Data. Subject to the Right Fit Bookkeeping Privacy Policy, posted on the Site and incorporated by reference, and any other separate agreement between the Customer and Right Fit Bookkeeping, the Customer and any Customer personnel grant Right Fit Bookkeeping the right to collect, store, use, and disclose Customer Data for the purpose of providing, improving, and protecting the Services. This may include creating new services, integrating the Services with third-party service providers selected by the Customer, and communicating with the Customer in connection with the Services.
Where Customer Data includes information concerning third parties, the Customer affirms that they have obtained the necessary consents from those third parties to allow Right Fit Bookkeeping to collect, process, and store such data in connection with the provision of the Services.
Subpoena and Legal Requirements:
Subject to applicable law, if Right Fit Bookkeeping is required to provide Customer Data in response to a subpoena, or other legal or governmental request, Right Fit Bookkeeping will provide the Customer with an opportunity to contest such a request, unless prohibited by law. Right Fit Bookkeeping will cooperate with the request in accordance with the law.
Retention of Customer Data:
Right Fit Bookkeeping reserves the right to retain Customer Data for the term of this Agreement and for up to five (5) years thereafter, as necessary to comply with legal obligations, resolve disputes, or for legitimate business purposes.
6. Customer Data Consent
Accuracy
The Customer has sole responsibility for the accuracy, appropriateness, and completeness of all Customer Data. Right Fit Bookkeeping will use the Customer Data provided in performing the Services and is not responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness, or completeness of Customer Data.
The Customer is further solely responsible for providing the requisite documentation to Right Fit Bookkeeping in a timely manner to ensure deadlines are met. Right Fit Bookkeeping cannot perform the Services if the Customer does not provide documents promptly.
Security
Data protection and security are critically important to us. Right Fit Bookkeeping maintains security safeguards to protect Customer Data. While we take reasonable steps to help protect Customer Data, the Customer understands and agrees that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats, or other vulnerabilities. Right Fit Bookkeeping reserves the right to cooperate with local, state, and federal authorities in investigations of improper or unlawful activities, which may require the disclosure of Customer’s personal information. Right Fit Bookkeeping may also report improper or unlawful user activities to other organizations, which may include disclosure of personal information relating to the individuals conducting such improper activities.
The Customer is solely responsible for securing Customer Data in their possession or under their control. The Customer assumes exclusive responsibility for ensuring the security of their devices and the data stored on them. Right Fit Bookkeeping is not liable for the operation or failure of Customer devices or those of any third party, including but not limited to processors, hosting services, internet service providers, and other third-party service providers. The Customer agrees not to operate their device in a manner that does not meet the applicable security requirements indicated in the Account or on the Site.
Right Fit Bookkeeping is not responsible for performing any back-ups of Customer Data or any other data provided, transmitted, processed, or stored by the Customer in or through the Services. It is the Customer’s responsibility to back up all Customer Data, including data and records submitted to Right Fit Bookkeeping, onto their own devices.
Right Fit Bookkeeping may use Artificial Intelligence (AI) tools to assist with the provision of Services, including but not limited to organizing Customer Data to provide more targeted and streamlined services.
Sharing
Right Fit Bookkeeping shall disclose Customer Data to representatives identified by the Customer for purposes related to the Services, and to third-party service providers selected by the Customer. Right Fit Bookkeeping is not responsible for any collection, processing, storage, use, or disclosure of Customer Data by any third-party service provider or any other third party. Right Fit Bookkeeping reserves the right to decline to share Customer Data with any third party if it believes such sharing may expose either the Customer or Right Fit Bookkeeping to excessive security, financial, or reputational risks. However, Right Fit Bookkeeping is never liable for any act or omission by any third party regarding Customer Data or otherwise.
Right Fit Bookkeeping makes no warranties, representations, or guarantees regarding the quality, content, nature, veracity, or reliability of any Customer Data.
Feedback
If the Customer provides Right Fit Bookkeeping with any ideas, thoughts, criticisms, suggestions, or feedback regarding the Services (collectively, “Feedback”), the Customer agrees that Right Fit Bookkeeping may use the Feedback to modify the Services, and that the Customer will not be entitled to any compensation or royalty related to the product or service that incorporates the Feedback. The Customer hereby grants Right Fit Bookkeeping a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made, and otherwise exploit the Feedback in any form, media, or technology now known or hereafter developed, and to allow others to do the same. This applies whether the Feedback is provided via the Services or through other communication with Right Fit Bookkeeping.
Limitations
The Customer shall not upload, enter into the Account, or otherwise provide any data:
(i) that the Customer does not have the lawful right to copy, transmit, distribute, and display, including Customer Data that violates any confidentiality or fiduciary obligations;
(ii) for which the Customer does not have consent or permission from the owner of any personally identifiable information contained in the Customer Data;
(iii) that infringes, misappropriates, or otherwise violates any intellectual property rights or privacy rights of any third party;
(iv) that is false, misleading, defamatory, obscene, or offensive;
(v) that violates or encourages conduct that would violate any laws or regulations or give rise to civil or criminal liability;
(vi) that contains any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or harmful components intended to damage, interfere with, or expropriate any system, data, or personal information.
Financial Data Storage, Not Advice
The Services may enable the storage of Customer Data of a financial nature (e.g., bookkeeping, accounting, and other financial information). However, the Customer acknowledges that the Services (other than tax preparation and advisory services) do not constitute the provision of any accounting, financial, investment, legal, or other professional advice. Right Fit Bookkeeping is not a licensed accounting or professional services firm. None of the Services should be construed as providing such professional services. Data presented in the Services, such as financial information, should not be construed as reflective of the financial status of the Customer or any third party nor as compliant with any specific accounting standards, such as GAAP (Generally Accepted Accounting Principles). The Customer is solely responsible for obtaining third-party advice for accounting, financial, investment, legal, or other professional services.
Customer Call Monitoring
Right Fit Bookkeeping may monitor and record support-related and other outbound calls to the Customer, as well as inbound calls from the Customer or the Customer’s representatives, for compliance, support, training, and other purposes. The Customer agrees that Right Fit Bookkeeping may record any call between the Customer and Right Fit Bookkeeping, and that the Customer will:
(i) notify all relevant Customer personnel that calls with Right Fit Bookkeeping may be monitored; and
(ii) indemnify and hold harmless Right Fit Bookkeeping from any claim arising from the monitoring or recording of calls between Right Fit Bookkeeping and the Customer’s representatives.
7. Indemnification
Customer shall defend, indemnify, and hold harmless Right Fit Bookkeeping, its employees, officers, directors, affiliates, suppliers, licensors, third-party service providers, and other customers against any and all liability, including damages, recoveries, deficiencies, interest, penalties, losses, and reasonable attorney’s fees arising out of or relating to:
(i) any breach of the terms hereof;
(ii) any breach of a third-party service provider agreement;
(iii) any violation of any laws;
(iv) any use of Customer Data by the Customer, a third-party service provider, or any other third party;
(v) the Customer’s use of the Services, including in combination with any third-party services;
(vi) any transaction;
(vii) any financial transaction occurring as a result of data communicated via the Services;
(viii) any act or omission of any third-party service provider or client;
(ix) costs incurred by Right Fit Bookkeeping in enforcing the terms hereof or responding to any subpoena relating to the Customer, Customer Data, or a third-party service provider;
(x) any claim by a governmental taxing authority;
(xi) any dispute between the Customer and any third party or Customer Personnel; or
(xii) the Customer’s use or misuse of the content on the Site, including, without limitation, infringement claims.
8. Term and Termination
Term
The term of this Agreement shall begin as of when the Customer accepts this Agreement, completes the application, or obtains an account. It shall continue in effect for an initial period of either one month or one year, depending on the Customer’s selection at account activation (the “Initial Term”). The Agreement shall automatically renew for a period of the same duration as the Initial Term upon the expiration of the Initial Term or any subsequent term (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party provides the other with advanced written notice (15 days for monthly terms or 60 days for yearly terms) of its election not to renew this Agreement before the expiration of the then-current Initial Term or Renewal Term, as applicable.
Termination
The Customer may cease using the Services by closing their Account or by such other means as the Services may provide, but doing so does not act to terminate this Agreement. The Customer must provide Right Fit Bookkeeping with written notice in accordance with the immediately preceding paragraph if they elect not to renew this Agreement when the then-current Initial Term or Renewal Term expires. The Customer will be responsible for any fees due during the remainder of the Term. Right Fit Bookkeeping may terminate this Agreement by notice to the Customer through the Account, by email to the contact information provided in the application, or by other electronic notice to other contact information provided by the Customer.
9. Customer Support
Right Fit Bookkeeping will use commercially reasonable efforts to provide Customer with technical support services related to the Services via our support website, email, or telephone.
Right Fit Bookkeeping may update the Services in its sole discretion, which may alter, add, or remove functionality. Right Fit Bookkeeping may also schedule downtime for maintenance and upgrades to the Services.
10. Fees
Fees
Access to the Services may require the Customer to pay Fees, as further described at https://www.rightfitbookkeeping.com/pricing. All Fees are in U.S. dollars and are non-refundable, unless otherwise provided herein. Right Fit Bookkeeping reserves the right to amend the Fees by posting new Fees on the Site, in the App, or in the Account. Such changes shall take effect within thirty (30) days unless accepted by the Customer earlier or if the Customer does not close their Account within such delay.
Payment
Customer shall authorize Right Fit Bookkeeping to collect payment of Fees from a credit card, debit card, or other means of payment. Customer authorizes Right Fit Bookkeeping to charge all Fees and other amounts owing hereunder, including all applicable taxes, from such payment method. If Customer pays any Fees with a credit card, Right Fit Bookkeeping may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer’s purchase.
The Services may include functionality for activating, updating, or canceling recurring payments for periodic charges. If Customer activates or updates recurring payments through the Services, Customer authorizes Right Fit Bookkeeping to periodically charge, on a going-forward basis and until expiration or termination of the Term, all accrued sums on or before the payment due date for the accrued sums. Customer must provide Right Fit Bookkeeping with written notice of its election not to renew the Term before it renews to avoid billing and payment for the next recurring Renewal Term. For example, if Customer has a one-year long Initial Term and a subscription plan providing for 12 monthly payments during the Initial Term, (a) if Customer provides Right Fit Bookkeeping with written notice of its election not to renew this Agreement before the expiration of the Initial Term, Customer will be responsible for any remaining monthly payments during the Initial Term but not for any subsequent Renewal Term. However, (b) if Customer fails to provide Right Fit Bookkeeping with written notice of its election not to renew this Agreement before the end of the Initial Term, this Agreement will renew for another year, and Customer will be responsible to pay the 12 monthly payments during the Renewal Term. If Customer updates or cancels any existing authorized one-time or recurring payment, it may take up to 10 business days for the update or cancellation to take effect.
Without limitation, Right Fit Bookkeeping reserves the right to cancel the Services until all Fees or other amounts owing hereunder are paid in full or terminate this Agreement for late payment. Right Fit Bookkeeping further reserves the right to refer the Customer to a collections agency if Fees are delinquent after final notice is served.
Fees quoted do not include, and Customer shall pay and hold Right Fit Bookkeeping harmless from all sales, use, gross receipts, value-added, personal property, or other taxes, and all applicable duties, tariffs, assessments, export and import fees, or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Right Fit Bookkeeping.
ACH Consent
Customer desires to effect settlement of credits and debits from Customer Bank Account(s) by means of ACH and/or wire transfer in conjunction with the Services for the Customer by Right Fit Bookkeeping. In accordance with this desire, Customer authorizes Right Fit Bookkeeping and/or its affiliates to initiate debit and credit entries to Customer Bank Account (the details of which are provided by Customer through the Account or by other means acceptable to Right Fit Bookkeeping). Customer shall maintain sufficient funds in Customer Bank Account to cover such debit transactions. Customer states that Customer has the authority to agree to such transactions and that the Customer Bank Account indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until Right Fit Bookkeeping receives written notice from Customer revoking it. This authorization is for the payment of Fees or any other sums owed to Right Fit Bookkeeping. Customer certifies that the appropriate authorizations are in place to allow Customer to authorize this method of settlement. All changes to the identification of Customer Bank Account under this authorization must be made in writing in accordance with the Agreement. Customer understands that if the information supplied as to the ABA Routing Number and Account Number of the Customer Bank Account is incorrect, and funds are incorrectly deposited, Right Fit Bookkeeping will attempt to assist the Customer in the recovery of such funds but has no liability as to restitution of the same. Right Fit Bookkeeping’s assistance in recovering the funds, where available, will be billed to the Customer at Right Fit Bookkeeping’s current hourly rate for such work. Customer acknowledges that the origination of ACH transactions to the Customer Bank Account must comply with the provisions of U.S. law.
11. Confidential Information
Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information.
Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party. The duty of confidentiality created by this section shall survive any termination of the Agreement.
For clarity:
Customer Data shall, without limitation, be considered Customer Confidential Information. Right Fit Bookkeeping Data
(as a brand of Staggs Consulting) shall, without limitation, be considered Right Fit Bookkeeping Confidential Information.
12. Customer Representations and Warranties.
The Customer represents and warrants to Right Fit Bookkeeping that:
12.1. The Customer has the legal authority to bind their organization to this Agreement and to perform all obligations under this Agreement and any Third Party Servicer Agreement to which the Customer is a party. The Customer is the exclusive owner of the Account and is not operating the Account on behalf of any third party.
12.2. The Customer has the legal capacity to enter into this Agreement and to perform all obligations under it.
12.3. The Customer is a business, charitable organization, or not-for-profit organization, and will use the Services solely for business purposes, not for individual consumer purposes.
12.4. The Customer will immediately notify Right Fit Bookkeeping of any defects in the Services or any claim or threatened claim against Right Fit Bookkeeping. The Customer will also promptly notify Right Fit Bookkeeping of any defects in any Product for which a Third Party Servicer has been used as a payment method.
12.5. The Customer’s use of the Services complies with all applicable laws and regulations, as well as the terms of this Agreement.
13. Not Legal, Tax, or Accounting Advice
Right Fit Bookkeeping may provide Customer with legal, tax, or accounting information as part of its services, including tax preparation and advisory services, or on the Site. Unless such information is provided by a licensed professional of Right Fit Bookkeeping pursuant to a written agreement with the Customer, this information is not intended to constitute specific legal, tax, accounting, or other professional advice. It may not reflect the most current developments in the law, may not be complete, and may not be accurate or applicable to the Customer’s specific circumstances.
Therefore, the Customer agrees not to rely on any information provided by Right Fit Bookkeeping unless it has been provided by a licensed professional pursuant to a written agreement between Right Fit Bookkeeping and the Customer. The Customer should always seek independent advice from qualified professionals in the relevant fields before taking any action based on such information.
14. No Warranties by Right Fit Bookkeeping
Content; Third-Party Servicers
Content from third-party servicers, other users, suppliers, advertisers, and other third parties may be made available to the Customer through the Services. Right Fit Bookkeeping does not control such content; the Customer agrees that Right Fit Bookkeeping is not responsible for any such content. Right Fit Bookkeeping does not guarantee the accuracy, currency, suitability, or quality of the information in such content, and Right Fit Bookkeeping assumes no responsibility for any unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and third parties or for the violation of any third-party rights related to such content.
The Services may contain links to websites not operated by Right Fit Bookkeeping. Right Fit Bookkeeping is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. The Customer understands that by using the Services, they may be exposed to third-party websites that they may find offensive, indecent, or otherwise objectionable. Right Fit Bookkeeping makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature, or reliability of third-party websites, products, or services accessible by hyperlink or otherwise from the Site or Services, including but not limited to third-party servicer services. Right Fit Bookkeeping provides these links for the Customer's convenience only and does not control such third parties. Inclusion of links or integrations does not imply any endorsement of materials on third-party services or any association with their operators.
It is the Customer’s responsibility to review the privacy policies and terms and conditions of any other site they visit. THE CUSTOMER AGREES THAT IN NO EVENT WILL RIGHT FIT BOOKKEEPING BE LIABLE TO THE CUSTOMER IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
Services
The Services and all material or content available through the Service are provided "as is," "as available," with all faults, and without warranties, representations, or conditions of any kind. To the maximum extent permitted by applicable law, Right Fit Bookkeeping hereby disclaims all warranties, express, implied, statutory, or otherwise, 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, and any warranty arising out of course of dealing, usage, or trade.
Right Fit Bookkeeping does not warrant that the Services will operate without interruption or be error-free. No advice or information, whether oral or written, obtained by the Customer from the Services or any materials or content available through the Services, will create any warranty regarding any of Right Fit Bookkeeping’s entities or the Services that is not expressly stated in this Agreement.
The Customer assumes all risk for any damage that may result from the Customer’s use of or access to the Services, their dealings with any other user, and any materials or content available through the Services. The Customer understands and agrees that they use the Services and access, download, or otherwise obtain materials or content through the Services and any associated sites or services at their own discretion and risk, and they are solely responsible for any damage to their property (including their computer system or mobile device used in connection with the Services) or the loss of data that results from the use of the Services or the download or use of materials or content.
Some jurisdictions may prohibit a disclaimer of warranties, and the Customer may have other rights that vary from jurisdiction to jurisdiction.
15. Limitation of Liability
IN NO EVENT WILL RIGHT FIT BOOKKEEPING, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD PARTY SERVICERS BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL RIGHT FIT BOOKKEEPING’S SUPPLIERS OR THIRD PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
IN NO EVENT SHALL RIGHT FIT BOOKKEEPING, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD PARTY SERVICERS BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM), OR OTHERWISE. IN NO EVENT SHALL RIGHT FIT BOOKKEEPING BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
TO THE EXTENT THAT RIGHT FIT BOOKKEEPING MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF RIGHT FIT BOOKKEEPING’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Right Fit Bookkeeping shall not be liable for any claims, losses, or liabilities related to any product, client, or third-party servicer.
16. Notices
Notices sent to either Party shall be effective when delivered in person or by email, one (1) day after being sent by overnight courier, or two (2) days after being sent by first-class mail postage prepaid to the official contact designated below and immediately after being received by the other party’s server. Notices must be in writing and addressed as follows:
For Right Fit Bookkeeping, addressed to Customer Care at:
(i) Staggs Consulting, LLC, 2108 W Laurel Lane, Phoenix, AZ 85029; or
(ii) [email protected];
For Customer, to the addresses or email address provided by Customer on the Application (as such address or email address may be updated by Customer from time to time in accordance with this Agreement).
Right Fit Bookkeeping may change its contact information by giving notice of such change to the Customer. Customer may change its contact information by using the currently available interfaces on the Site. For contractual purposes, Customer:
(i) consents to receive communications from Right Fit Bookkeeping in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that Right Fit Bookkeeping provides to Customer electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Customer’s consent to receive Communications and do business electronically, and Right Fit Bookkeeping’s agreement to do so, applies to all of Customer’s interactions and transactions with Right Fit Bookkeeping. The foregoing does not affect Customer’s non-waivable rights. If Customer withdraws such consent, from that time forward, Customer must stop using the Services. The withdrawal of Customer’s consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between Right Fit Bookkeeping prior to the time Customer withdraws its consent.
By providing Right Fit Bookkeeping with Customer’s mobile telephone number, Customer consents to receiving text messages at that number as requested for account verification, invitations, and other purposes related to the Services. While Right Fit Bookkeeping does not charge a fee for text messages, Customer’s carrier may charge standard messaging, data, and other fees. Customer is responsible for these charges. Right Fit Bookkeeping may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. Right Fit Bookkeeping is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.
17. Notices
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH CUSTOMER MAY SEEK RELIEF, AND REQUIRES YOU TO ARBITRATE DISPUTES WITH RIGHT FIT BOOKKEEPING. If Customer has a dispute with Right Fit Bookkeeping, Right Fit Bookkeeping will first seek to resolve such a dispute through our support team.
All disputes arising under or in connection with this Agreement will be submitted to binding arbitration in Phoenix, Arizona, USA, pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the procedures set forth below.
Arbitration.
All disputes that cannot be resolved through the internal issue resolution process identified above will be submitted to and settled by final and binding arbitration. The arbitration will take place in Phoenix, Arizona, USA, and will apply the governing law of this Agreement. The final and binding arbitration will be performed by a single arbitrator who is a practicing commercial lawyer in English and in accordance with and subject to the Commercial Arbitration Rules of the AAA then in effect. The decision of the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.
Jurisdiction/Venue; Governing Law.
With respect to Customers located in the U.S., this Agreement shall be governed by and construed in accordance with the laws of the State of Arizona (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in federal or state court in Phoenix, Arizona, USA. Subject to the arbitration provision set out above, each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.
NOTICE:
BOTH CUSTOMER AND Right Fit Bookkeeping AGREE TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS THEY MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH CUSTOMER AND Right Fit Bookkeeping ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. BOTH CUSTOMER AND Right Fit Bookkeeping CONFIRM THAT THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
18. General Provisions
18.1. E-SIGN CONSENT.
Under the Electronic Signatures in Global and National Commerce Act (“E-Sign”), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as hard copy documents executed by hand signature when (1) your electronic signature is associated with the Agreement and related documents, (2) you consent and intend to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. You agree (i) that the Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, and (iii) that you have the ability to print or otherwise store the Agreement and related documents.
18.2. Assignment.
Customer may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of Right Fit Bookkeeping. Any assignment in violation of this section shall be void. Right Fit Bookkeeping may assign this Agreement without restriction and without any notice to Customer. The terms of this Agreement shall be binding upon permitted successors and assigns. Customer agrees that in the event of a sale of all or substantially all of the assets of Right Fit Bookkeeping, Right Fit Bookkeeping may include in the sale the copy of Customer’s payment method (e.g., credit card information) used to pay fees hereunder.
18.3. Right to List as a Customer.
Customer agrees that Right Fit Bookkeeping may utilize Customer’s entity name in listings of current customers. Use of Customer’s name in any other marketing materials or press announcements will be submitted to Customer in advance for approval, and such approval will not be unreasonably withheld.
18.4. Compliance with Export Regulations.
Customer has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold Right Fit Bookkeeping harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations, or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Customer shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
18.5. European Union Residents.
If Customer resides in the European Union (EU) or if any transfer of information between Customer and the Services is governed by the European Union Data Protection Directive or national laws implementing that Directive, then Customer consents to the transfer of such information outside of the European Union to its country and to such other countries as may be contemplated by the features and activities provided by the Services.
18.6. Construction.
Except as otherwise provided herein, the Parties' rights and remedies under this Agreement are cumulative. The term “including” means “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
18.7. Force Majeure.
Customer acknowledges and understands that if Right Fit Bookkeeping is unable to provide Services as a result of a force majeure event, Right Fit Bookkeeping will not be in breach of this Agreement and will not be liable for delays caused by such event. A force majeure event means any event beyond the control of Right Fit Bookkeeping.
18.8. Severable.
NOTHING IN THIS AGREEMENT WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO CUSTOMER. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and the validity, legality, and enforceability of all other provisions shall remain in full force and effect.
18.9. Waiver.
The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.
18.10. Independent Contractors.
Customer’s relationship to Right Fit Bookkeeping is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Right Fit Bookkeeping.
18.11. Entire Agreement.
This Agreement, together with the Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, or other communications, whether written or oral. In the event of any conflict between this Agreement and the information provided during the Application or otherwise on the Site, in the App, or in the EULA, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and the Right Fit Bookkeeping Privacy Policy, the former shall prevail. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
18.12. Amendments.
Right Fit Bookkeeping reserves the right to change this Agreement (but not any agreement between the Customer and Right Fit Bookkeeping relating to the disclosure of the Customer’s tax return information) at any time and from time to time upon notice by posting revisions to this Agreement (including the description of the Services) on the Site. Continued use of the Services after Customer becomes aware of any such changes shall constitute Customer’s consent to such changes. Customer is responsible for regularly reviewing the most current version of this Agreement, which is available on the Site.
18.13. English Language.
It is the express wish of the parties that this Agreement and all related documents be drawn up in English.
18.14. Survival.
Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties (except for Customer’s payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information. The following Sections will also survive expiration or termination of this Agreement for any reason: the introductory paragraph, Sections 3 Limitations, 4 Right Fit Bookkeeping Intellectual Property Rights, 5 Customer Data Consent, 7 Indemnity, 10 Fees, 11 Confidential Information, 12 Customer Warranties, 13 No Warranties by Right Fit Bookkeeping, 15 Limitation of Liability, 16 Notices, 17 Governing Law and Arbitration, 18 General Provisions, and 19 Glossary.
19. Glossary
The following words used in this Agreement are defined as follows:
Account means an account made available to Customer through which Customer can transmit instructions or receive information in relation to the Services.
ACH means Automated Clearing House payment transaction.
Affiliate means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person’s principal partners, shareholders, or owners of some other ownership interest.
App means an application available for download to certain mobile devices through which Customer can access the Services, subject to the EULA.
Application means the online sign-up process on the Site completed by Customer when applying for the Services, all of which is incorporated herein by reference.
Bank Account means Customer account, if any, with a Third Party Servicer.
Right Fit Data means information concerning Services or provided to Customer by Right Fit Bookkeeping through the Account or otherwise.
Right Fit Privacy Policy means the privacy policy of Right Fit Bookkeeping posted at https://www.rightfitbookkeeping.com/privacy, as updated from time to time.
Right Fit System means the workflow of third-party systems used by Right Fit Bookkeeping that allows Customer to access Customer Account and initiate Transactions.
Client means a client or customer of Customer.
Confidential Information means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by Law.
Customer Bank Account means a bank account of the Customer identified by Customer as being an account from which Right Fit Bookkeeping may debit Fees or other amounts owing hereunder.
Customer Data means any and all non-public identifiable personal information of Customers.
Customer Device means computer system, tablet, phone or other electronic device used by Customer to access the Services or manage Data or Customer business.
Customer means you, and if you are using the Services on behalf of a company, entity, or organization, the entity, partnership, or organization, then ‘you’ also includes such entity.
Data means Customer Data or Right Fit Data.
EULA means an end-user license agreement pursuant to which the App is licensed to the Customer for the limited purpose of accessing the Services.
Fees means fees payable by Customer for use of the Services, as disclosed here https://www.rightfitbookkeeping.com/pricing or otherwise on the Site, the App or in the Account.
Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Laws shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by-laws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.
Party means either Customer or Right Fit Bookkeeping and “Parties” means both Customer and Right Fit Bookkeeping.
Person is to be broadly interpreted and includes an individual, a sole proprietorship, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.
Product means any product or service for sale or provided by Customer or for which a Third Party Servicer is used to make payment or for which Services is used to assist in a payment.
Services has the meaning set out in the preamble hereof.
Site has the meaning set out in the preamble hereof.
Term has the meaning set out in Section 8.
Third Party Servicer Agreement means an agreement between Customer and a Third Party Servicer concerning the supply of Third Party Servicer Services to Customer.
Third Party Servicer means a third party that has entered into Third Party Servicer Agreement with Customer pursuant to which the Third Party Servicer provides Third Party Servicer Services to Customer.
Third Party Servicer Services means the services of a Third Party Servicer provided pursuant to Third Party Servicer Agreement.
Transaction means sending or attempted sending of Data, by way of the Services, between any of Customer, Right Fit Bookkeeping, and a Third Party Servicer.
© Right Fit Bookkeeping, 2024.
