Accounting for Business Combinations and Consolidations

Booksfellow LLC Terms and Conditions Last updated November 21, 2024

Terms of Service Agreement

Please read these terms of service (“Agreement”) carefully, as they form a binding contract between you (“Customer”) and Booksfellow LLC, a Connecticut company with its registered address at 32 Bucks Crossing, Cromwell, CT 06416 (“Booksfellow”). This Agreement governs your use of the Booksfellow website at https://www.booksfellow.com (“Site”), any services provided through the Site (“Booksfellow Services”), and any associated mobile applications (collectively referred to as the “Services”). By checking an opt-in box, clicking “I accept,” installing the mobile app, or accessing the Site or its content, you confirm that you have read, understood, and agreed to be bound by this Agreement. If you are using the Services on behalf of an entity, organization, or partnership, you confirm that you are authorized to represent and bind that entity to this Agreement. If you do not agree to the terms, you may not use the Services.

Modifications to the Agreement

Booksfellow reserves the right to modify this Agreement, as well as any policies or guidelines associated with the Services, at its sole discretion. Any changes will take effect immediately upon posting the updated Agreement to the Site. Booksfellow will make reasonable efforts to notify you of these changes, such as through notices on the Site or mobile app. By continuing to use the Services after the changes are posted, you agree to the updated terms. We recommend reviewing this Agreement periodically to stay informed. The “last updated” date at the top of the Agreement indicates the most recent revisions.

Arbitration Notice

By accepting this Agreement, you agree to resolve most disputes with Booksfellow through binding individual arbitration. This means:

• No Jury Trials: You waive your right to a jury
• No Class Actions: You waive your right to participate in class actions or representative
• Arbitration Rules: Disputes will be resolved by a single arbitrator, not a judge or jury, except for disputes that may be resolved in small claims court.

By agreeing to these terms, you acknowledge that you are giving up certain rights to go to court. Please review the Arbitration section below for more details.

1.  Services

Booksfellow provides cloud-based financial tools and services, which include:

1. Bookkeeping and Accounting: Data storage and
2. Financial Information Management: Storing and generating
3. Tax Preparation and Support: Services provided directly or through third-party tax preparers (“Tax Services”).
4. Third-Party Communication: Facilitating communication with Third Party Servicers based on Customer

Customers can select specific Services through the application or their account. Booksfellow will provide these Services throughout the term of this Agreement, subject to the Customer’s compliance with the terms and payment of applicable fees.

Limited License to Use

Booksfellow grants Customers a non-exclusive, non-transferable, and non-assignable license to use the Services during the term of this Agreement.

• The Services are cloud-based, and no copies of the Services or the Booksfellow System will be provided, except for access to the App (if applicable) under the End User License Agreement (EULA).
• The Services are for the Customer’s personal or business use No ownership, title, or additional rights are transferred to the Customer.
• The Customer’s license to use the Services ends upon termination of this Agreement or the discontinuation of the

Financial Transactions

Booksfellow does not conduct financial transactions on behalf of Customers. However, the Services may enable Customers to send instructions to Third Party Servicers, who may perform transactions under their separate agreements with the Customer.

• Booksfellow is not responsible for any financial transactions performed by Third Party Servicers or their

Error Notification

Customers must notify Booksfellow immediately if errors occur during the supply or use of the Services.

• Booksfellow will make reasonable efforts to investigate reported errors but does not guarantee
• Customers must provide all necessary information to assist in resolving
• Certain transactions, such as wire transfers, are Customers must exercise caution when issuing instructions to Third Party Servicers through the Services.

Tax Services

Booksfellow provides Tax Services only after the Customer completes and submits a valid Taxpayer Disclosure Authorization. This document allows Booksfellow to share specific tax information for the purposes of tax preparation.

• Tax Services are available only while the Customer actively uses Booksfellow’s tax preparation
• Booksfellow may use third-party tax preparers to complete the Customer’s tax
• Any disputes regarding tax filings completed by third-party preparers must be resolved directly with the third Booksfellow is not liable for errors made by third-party tax preparers.

2.  Booksfellow Account and Login ID Account Setup and Usage

• Booksfellow provides login credentials and a secure folder for uploading monthly
• The account will track Customer transactions and
• Customers must create secure login credentials per Booksfellow’s password policy and are solely responsible for

maintaining their confidentiality and managing account activity.

Sharing and Security

• Login credentials may only be shared with authorized personnel (e.g., employees, bookkeepers) bound by

confidentiality and this Agreement.

• Notify Booksfellow at help@booksfellow.com immediately if credentials are lost or
• The Customer is responsible for all activities under their login

Customer Responsibilities

• Provide necessary hardware, apps, and internet access to their authorized users
• Booksfellow is not liable for internet outages, security breaches from Customer devices, or access issues caused by connectivity

By using the Services, the Customer accepts full responsibility for their account and waives claims against Booksfellow related to internet or security issues.

Customer Responsibilities to provide the data and necessary documents

The customer is responsible for providing source documentation each month to Booksfellow service provider to complete the services offered. This data may include bank statements, credit card statements, or all other necessary information necessary to complete the services. This responsibility completely lies with the customer. If customer fails to provide the necessary information to complete the services then Booksfellow can not be held responsible for non compliance.

3.  Limitations

The Services cannot be used by individuals on the U.S. Treasury’s OFAC SDN List, those under 18, individuals previously terminated by Booksfellow, or individual consumers. Only businesses, charities, or nonprofits are eligible, and illegal businesses are strictly prohibited. Booksfellow may refuse or terminate Services based on business type and will notify Customers accordingly. Customers and authorized personnel are prohibited from sharing access, modifying Booksfellow’s systems, distributing the Services, engaging in illegal activities, or using automated tools to extract data. Customers cannot disrupt the Services, upload malicious code, impersonate others, or publicly display the Services without permission. The Services must only be used for their intended purpose, and Customers prohibited by law from using the Services may not access them.

4.  Booksfellow Intellectual Property Rights

Booksfellow retains all intellectual property rights in the Services, its system, and all related materials. This includes any updates, customizations, or derivative works, which remain the property of Booksfellow or its licensors. Booksfellow may modify, add, or remove parts of the Services at its discretion without notice or consent from the Customer. Booksfellow Materials, including trademarks, logos, content, and code, are protected by intellectual property laws in various jurisdictions.

5.  Customer Data Consent

Customer authorizes Booksfellow to verify their identity and gather necessary information, such as contact details and bank account information. Customer agrees to provide accurate and complete information, correcting any errors promptly. Customer retains ownership of their data, but grants Booksfellow the right to collect, store, use, and disclose it as necessary to provide and improve the Services, integrate with third-party services, and communicate with the Customer. If Customer Data includes third-party data, the Customer confirms they have obtained consent to share it with Booksfellow. Data is handled according to Booksfellow’s Privacy Policy. Booksfellow may disclose Customer Data in response to subpoenas, legal requirements, or to third-party service providers involved in delivering services. Customer Data will be retained for the duration of the Agreement and for five years thereafter.

6.  Customer Data

Accuracy The Customer is solely responsible for ensuring the accuracy, appropriateness, and completeness of their data provided to Booksfellow. Booksfellow will use this data to perform the Services but is not responsible for validating it. Customers must provide necessary documents on time for services to be performed.

Security

Booksfellow takes reasonable steps to protect Customer Data but cannot guarantee complete immunity from security threats. Booksfellow may cooperate with authorities in cases of unlawful activity, which could require sharing personal data. Customers must secure their own devices and data, as Booksfellow is not liable for security breaches due to customer devices or third parties. It is the Customer’s responsibility to back up their data. Booksfellow uses AI tools to assist with organizing and delivering services but is not liable for data mishandling by third-party service providers.

Sharing

Booksfellow will disclose Customer Data to designated Customer representatives and third-party services, but is not responsible for how these parties handle the data. Booksfellow reserves the right to limit data sharing if there is a risk to security or reputation.

Feedback

Any feedback given to Booksfellow may be used to improve the Services, with no compensation owed to the Customer. Booksfellow can freely use and exploit this feedback under a perpetual, royalty-free license.

Limitations

The Customer must not upload data that violates rights, confidentiality, or laws, including malicious content. Booksfellow is not responsible for financial, investment, legal, or professional advice and its services should not be construed as such.

Call Monitoring

Booksfellow may record calls with customers for compliance and training purposes. Customers must inform their employees and indemnify Booksfellow from claims related to call monitoring.

7.  Indemnification

The Customer agrees to defend, indemnify, and hold harmless Booksfellow and its affiliates, employees, suppliers, third- party service providers, and other customers from any liability, including damages, losses, and legal fees. This applies to any issues arising from the Customer’s breach of the agreement, violation of laws, misuse of Customer Data, or use of the Services in combination with third-party services. The Customer is also responsible for any financial transactions or disputes involving third parties, as well as any government-related claims.

8.  Term and Termination

The Agreement starts when the Customer accepts the terms and continues for an initial period of one month or one year (depending on the selection). It automatically renews for the same duration unless either party provides written notice (30 days for monthly terms, 30 days for yearly terms) to terminate. Customers may cease using the Services but must notify Booksfellow in writing to avoid further charges. Booksfellow can terminate the Agreement with notice through the Account or email.

9. Customer Support

Booksfellow will provide technical support through email, its website, or telephone. Updates and maintenance to the Services may be made at Booksfellow’s discretion, which could change or interrupt the functionality of the Services.

10.  Fees Fees:

Access to Booksfellow’s Services may require payment as outlined on the website or within the Account. All fees are in U.S. dollars and non-refundable unless stated otherwise. Booksfellow may change the fees with a 30-day notice, effective unless the customer closes their account during that period. Customers will be charged on first of each month for the services and it will be debited or credited using the bank account or credit card information provided and authorized by the customer before the beginning of the services. All fees are due on the first day of each month if a customer is a monthly client and first day of the year if client is an annual client. Please note that all the fees mentioned on the website are for the businesses who are maintaining the books on a cash basis and the revenue of these businesses is not more than one million dollars a year. These prices are for the owners doing business in the USA only.

Payment:

Customers authorize Booksfellow to charge fees via credit card, debit card, or other payment methods. If using a credit card, Booksfellow may verify its validity before processing. For recurring payments, the customer agrees to allow Booksfellow to charge for accrued sums until the agreement expires or is terminated. If the customer does not provide written notice not to renew the agreement, they will be responsible for fees during any renewed term. Booksfellow can cancel services or terminate the agreement for non-payment and may refer delinquent accounts to collections.

Taxes:

Fees do not include taxes, duties, or similar charges, which the customer is responsible for paying.

ACH Consent:

The customer authorizes Booksfellow to initiate debit and credit entries to their bank account for payment of fees via ACH or wire transfer. The customer ensures sufficient funds in their bank account for these transactions and acknowledges that the information provided is correct. Booksfellow is not liable for incorrect bank details but will assist in recovery at the customer’s expense. If payments are not made, Booksfellow will cease providing services.

11.  Confidential Information

Both parties acknowledge the possibility of disclosing confidential information during the negotiation and performance of the Agreement. Such information remains the property of the disclosing party, and the receiving party will treat it with the highest level of care and security, as they would their own confidential information. Each party may share confidential details with employees and agents necessary to perform their obligations under the Agreement. Confidential information cannot be disclosed to third parties without prior written consent, and the confidentiality obligations continue after the termination of the Agreement. Customer Data is considered Customer’s confidential information, and Booksfellow Data is considered Booksfellow’s confidential information.

12.  Customer Representations and Warranties

The Customer represents and warrants that:

• They have the legal authority to bind their organization to the Agreement and all related Third Party Servicer
• They are the exclusive owner of the Account, not operating it for a third
• They are a business, charitable, or not-for-profit organization using the Services for business purposes
• They will promptly notify Booksfellow of any defects in the Services or claims related to the use of Third Party Servicer payment
• Their use of the Services complies with applicable laws and the terms of this

13.  Not Legal, Tax, or Accounting Advice

Booksfellow may provide general legal, tax, or accounting information, but unless specifically provided by a licensed Booksfellow professional under a written agreement, this information should not be considered professional advice. It may not be up-to-date or applicable to the customer’s specific situation. Customers are encouraged to seek advice from qualified professionals before acting on such information.

14. No Warranties by Booksfellow Content; Third Party Servicers

Booksfellow does not control content provided by third parties, including content from Third Party Servicers, other users, suppliers, advertisers, and other third parties. Therefore, Booksfellow is not responsible for the accuracy, quality, or legality of such content. It assumes no responsibility for any unintended, objectionable, or unlawful content that may be made available. Booksfellow does not guarantee the reliability or quality of any third-party services or websites linked to from the Services. These links are provided solely for convenience and do not imply endorsement. Booksfellow also does not control third-party websites or their practices, including privacy policies, and is not liable for any content or materials provided by these third parties.

Services

The Services and all materials or content available through them are provided “as is” and “as available,” with all faults and without any warranties, representations, or conditions of any kind. To the maximum extent allowed by law, Booksfellow disclaims all express, implied, statutory, or other warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, security, and accuracy. Booksfellow does not guarantee uninterrupted or error-free operation of the Services. Customer assumes all risks associated with using the Services and accessing any content or materials provided, including potential damage to property or loss of data. No advice or information from the Services will create warranties outside the express terms of the Agreement. Some jurisdictions may not allow a complete disclaimer of warranties, and in such cases, Customer may have other rights.

15.  Limitation of Liability

Booksfellow and its affiliates, employees, officers, directors, suppliers, licensors, and Third Party Servicers will not be liable for any damages connected to this Agreement beyond the total amount of fees paid by the Customer for services within the three months preceding the event that caused the liability. The total liability will not increase due to multiple claims. Furthermore, neither Booksfellow nor its affiliates will be liable for:

1. Special, indirect, incidental, punitive, or consequential
2. Lost savings, profits, data, use, or
3. Business interruptions, even if Booksfellow is notified in
4. Personal or property damage, regardless of the

Booksfellow will not be liable for the procurement or cost of substitute products or services. These limitations apply even if a remedy fails to fulfill its essential purpose. To the extent that Booksfellow cannot disclaim any implied warranties or limit liabilities due to applicable law, its liability will be limited to the minimum allowed by such law. Booksfellow will also not be liable for any claims or liabilities related to any products, clients, or third-party servicers.

16.  Notices

Notices under this Agreement will be considered effective when:

1. Delivered in person or by
2. Sent by overnight courier (1 day after dispatch).
3. Sent by first-class mail with prepaid postage (2 days after dispatch).
4. Received by the other party’s server immediately after Notices should be addressed to:
   • Booksfellow: Customer Care at Booksfellow LLC, 32 Bucks Crossing, Cromwell, CT 06416 or via email at help@Booksfellow.com
   • Customer: The address or email provided on the Application (updated as necessary).

Booksfellow may change its contact information with notice to the Customer, and the Customer can update their contact details using the available interfaces on the Site. All communications may be delivered electronically, fulfilling any legal requirements for written communication. If the Customer withdraws consent for electronic communication, they must stop using the Services, though this will not affect any prior legal obligations or communications. Additionally, by providing a mobile phone number, the Customer consents to receive text messages for account-related purposes. Booksfellow is not responsible for delivery issues, as these are under the control of the mobile operator. The Customer will bear any charges from their carrier related to these messages.

17.  Governing Law and Arbitration Dispute Resolution:

• If a dispute arises, Booksfellow will first attempt to resolve the issue through its support
• If resolution fails, the dispute will be submitted to binding arbitration in Boston, MA, USA, under the Commercial Arbitration Rules of the American Arbitration Association (AAA).
• Arbitration will be conducted in English by a single arbitrator, a practicing commercial lawyer, and the decision will

be final and binding.

• Parties may seek injunctive relief in a court of competent jurisdiction before or during arbitration, if

Jurisdiction/Venue:

• This Agreement will be governed by the laws of the State of Connecticut, USA, irrespective of its conflict of law

principles.

• Any suit related to this Agreement must be brought in the federal or state courts located in Boston, MA, USA, with exclusive personal jurisdiction in those

Notice on Arbitration:

• Both Customer and Booksfellow agree to resolve disputes via arbitration rather than litigation, waiving rights to a court or jury
• Arbitration excludes some rights, such as judicial discovery and appeal, except as specifically
• Refusal to arbitrate may result in a party being compelled to arbitrate under federal or state
• Agreement to arbitration is voluntary for both

18.  General Provisions

• E-SIGN Consent:
  • The Agreement and related documents, signed electronically, are legally binding under the Electronic Signatures in Global and National Commerce Act (E-Sign).
  • The Customer consents to be bound by the Agreement and ensures they can print or store the electronic

18.2  Assignment:

• The Customer may not assign this Agreement to a third party without Booksfellow’s written
• Booksfellow may assign the Agreement without notice to the
• Customer agrees that in the event of Booksfellow’s asset sale, their payment method details may be

18.3  Right to List as a Customer:

• Booksfellow may list the Customer’s entity name as a current
• For any marketing or press announcements, Booksfellow will seek Customer approval in advance, which will not be unreasonably

18.4  Compliance with Export Regulations:

• Customer is responsible for obtaining necessary licenses or approvals for export-related matters and must indemnify Booksfellow against any issues arising from non-compliance.

18.5  European Union Residents:

• If the Customer resides in the EU, they consent to the transfer of information outside of the EU as required by the

18.6  Construction:

• Rights and remedies are
• The term “including” means “including without “
• Section headings are for reference

18.7  Force Majeure:

• Booksfellow is not liable for delays caused by events beyond its control, which are considered force majeure

18.8  Severability:

• If any provision of the Agreement is found illegal or unenforceable, it will be modified to meet legal standards, and the rest of the Agreement will remain in

18.G Waiver:

• Failure or delay in exercising any rights does not preclude enforcement in the

18.10    Independent Contractors:

• The Customer is an independent contractor and not an agent or partner of Booksfellow, and has no authority to act on Booksfellow’s

18.11    Entire Agreement:

• This Agreement, together with the Privacy Policy, constitutes the entire agreement between the
• In case of a conflict, this Agreement prevails over other materials unless otherwise

18.12    Amendments:

• Booksfellow reserves the right to change the Agreement, posting updates on the
• Continued use of the Services after changes are made constitutes consent to those

18.13    English Language:

• The Agreement and all related documents are in English, as preferred by the

18.14    Survival:

• Certain provisions (such as limitations of liability and confidentiality) will survive termination or expiration of the

Glossary Summary:

• Account: A Customer’s account for transmitting instructions or receiving information related to the
• ACH: Automated Clearing House payment
• Affiliate: An entity related through ownership or control to another
• App: A mobile application for accessing the
• Application: The online process for signing up for the
• Bank Account: The Customer’s account with a Third Party
• Booksfellow Data: Information provided by Booksfellow to the
• Booksfellow Privacy Policy: Booksfellow’s privacy policy outlining data collection and
• Booksfellow System: A cloud-based system used by the Customer to access their account and initiate transactions.
• Client: A customer or client of the
• Confidential Information: Proprietary or confidential data, such as pricing, customer lists, and account numbers, excluding information that is publicly available, independently developed, or required by law to be disclosed.
• Customer Bank Account: The Customer’s bank account for fee payments to
• Customer Data: Non-public personal information of the
• Customer Device: The device used by the Customer to access or manage
• Customer: The individual or entity using the Services, which includes both the individual and the company/organization they
• Data: Both Customer Data and Booksfellow
• EULA: End-user license agreement for accessing the
• Fees: Payments made by the Customer for
• Intellectual Property Rights: Legal rights related to patents, copyrights, trademarks, trade secrets, and other intellectual
• Laws: All applicable laws, regulations, and legal
• Party/Parties: Refers to either one of the Customer or Booksfellow, or both
• Person: A broad term including individuals, companies, trusts, governments, or other legal
• Product: A product or service provided by the Customer or involving a Third Party
• Services: The services provided by Booksfellow as described in the
• Site: Refers to the website where Services are
• Term: The duration of the Agreement as described in Section
• Third Party Servicer Agreement: The agreement between the Customer and a Third Party Servicer for
• Third Party Servicer: A third-party provider who offers services to the Customer under a specific
• Third Party Servicer Services: Services provided by the Third Party
• Transaction: The act of transmitting data through the Services between the Customer, Booksfellow, and a Third Party

  I agree to BooksFellow Terms & Conditions.

Proceed next