Terms and Conditions

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Terms and Conditions

TERMS OF SERVICE & TERMS OF USE

TERMS OF SERVICE

Please read these terms of service (“Agreement”) carefully as this Agreement constitutes a binding contract between the user that accepts this Agreement (“Customer” or “you”) and LPF Accounting Services LLC d/b/a LupaFi (“LupaFi,” “we,” or “us”) governing your access to the LupaFi website at https://lupafi.com (“Site”) or use of the services available through the Site (the “Services”). LupaFi and Customer are each referred to herein as a “Party” and collectively as the “Parties.”

This Agreement sets forth the legally binding terms and conditions that govern Customer’s use of the Site and/or the Services. By accessing the Site or using the Services on behalf of an entity, partnership, or other organization, then each user represents that they: (i) are an authorized representative of Customer with the authority to bind Customer to this Agreement and (ii) Customer agrees to be bound by this Agreement. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS THE SITE AND/OR USE THE SERVICES. Customer acknowledges and agrees that the Services and any related communications with LupaFi are not a substitute for and do not include legal, tax, financial, real estate, healthcare, or accounting advice. LupaFi is not a public accounting firm.

LupaFi reserves the right, in its sole discretion, to change, modify or otherwise alter this Agreement, or any policy or guideline applicable to the Services, at any time. All changes are effective immediately when LupaFi posts them, and apply to all access to and use of the Services thereafter. Customer’s continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on Customer.

Services.

The Services consist of online financial tools and services which may include (i) bookkeeping, accounting data storage and processing services provided on a subscription basis as further described on the Site, (ii) tax preparation and support services (“Tax Services”) provided as an add-on to bookkeeping services; and (iii) R&D Credit Services (as defined herein). Customer may make certain selections of Services that they wish to procure through the Site. Customer and LupaFi may engage in an onboarding process that may involve a virtual meeting to discuss Services Customer may order from LupFi. LupaFi shall send an email to Customer confirming the Services ordered by Customer.

LupaFi will provide the Services to Customer for the term of this Agreement, subject to the payment of applicable fees payable by Customer for use of the Services as disclosed on the Site, in the Account or in an Engagement Agreement (“Fees”) and compliance with the terms of this Agreement. As part of the Services, LupaFi hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable right to use the Services, as per the terms of this Agreement. Customer acknowledges that the hosted Services are web-based and no copies of the Services or LupaFi system will be delivered to Customer. The Services shall be used by Customer solely for Customer’s own purposes and LupaFi does not convey any right, title or interest in the Services or LupaFi system to Customer. Customer’s right to use the Services shall terminate upon any termination of this Agreement or termination of the supply of the Services to Customer.

Financial Transactions

LupaFi shall not perform any financial transactions for Customer. Customer may, however, be able to use the Services to communicate Customer instructions to a Third Party Servicer of Customer which Third Party Servicer may perform a financial transaction on behalf of Customer pursuant to the Third Party Servicer Agreement. LupaFi is not liable for any such financial transaction or the results thereof.

Errors

Customer shall immediately notify LupaFi of any errors by LupaFi or Customer in the supply or use of the Services. Where practicable, LupaFi shall use commercially reasonable efforts to investigate errors, but makes no representation as to its ability to correct the error. Customer shall provide LupaFi with any information necessary to investigate an error in sending of Data, by way of the Services, between any of Customer, LupaFi and a Third Party Servicer (“Transaction”). Some payment Transactions, such as wire transfers, are irreversible, so Customer agrees to exercise extreme caution when initiating any financial Transaction by way of instructions delivered to one of its Third Party Servicers through the Services.

Tax Services

Customer acknowledges that LupaFi will provide Tax Services only if and upon Customer’s completion of a validly executed Taxpayer Disclosure Authorization in which Customer consents to allow LupaFi to disclose certain tax information as specifically described therein for such period until Customer is no longer using LupaFi’s tax return preparation services. Customer understands and acknowledges that LupaFi will not provide Tax Services until such Taxpayer Disclosure Authorization is executed and provided to LupaFi. Any Tax Services shall be subject to the Additional Tax Terms in Section 19 of this Agreement.

LupaFi Account and Customer ID.

LupaFi shall provide Customer with a unique and private account accessible through the Service (the “Account”). The Account shall be a record of Customer Transactions and Fees. LupaFi shall provide Customer with access codes for the Account. Customer shall not disclose such codes or permit any third party to use them. Customer has exclusive responsibility for the use of Customer Account. Except as required to deliver the Services or as otherwise required by law, LupaFi shall not grant any third party access to Customer Account.

LupaFi will invite Customer to enter certain preferences and specifications within the Application or the Account that will apply to the Services; Customer assumes exclusive responsibility for such selections even if they contain errors by Customer or result in losses to Customer. Any additional terms and conditions posted to the Site with respect to the Account or specific Services preferences selected by Customer are incorporated herein by reference.

Customer shall notify LupaFi by email to immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access code to a third party.

Upon Customer’s request, LupaFi will also issue Customer a Customer ID associated with the Account (“Customer ID”). Customer may share its Customer ID only with officers, directors, bookkeepers, accountants or other Customer personnel that are directly employed or engaged by Customer (“Customer Personnel”) provided that Customer binds such third parties to undertakings of confidentiality and to also honor the terms hereof. Customer Personnel may only access and use the Services through the Customer ID and in compliance with this Agreement; Customer will not allow Customer Personnel to share the Customer ID with third parties. Customer is responsible for all activity occurring under its Customer ID whether by Customer Personnel or otherwise. LupaFi reserves the right to replace the Customer ID in its sole discretion for any reason or for no reason. Any Customer Personnel who access the Services does so subject to this Agreement.

Customer shall provide, at Customer’s own expense, all necessary hardware, applications and internet connectivity necessary to access the Services. Customer acknowledges that the internet can be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. Customer agrees that LupaFi is not responsible for any internet outages, unsecure WiFi or other connections or any other interference with Customer’s use of or access to the Services or security breaches arising from any computer system, tablet, phone or other electronic device used by Customer to access the Services or manage Data or Customer business (“Customer Device”) and Customer waives any and all claims against LupaFi in connection therewith.

Limitations.

Limitations on Use

Customer may use the Site and the Services only for lawful purposes and in accordance with this Agreement. Customer agrees not to:

Use the Site or the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Permit any party to access or use the Services other than the Customer Personnel authorized under this Agreement; that infringes,
Take possession of or enter into the Account any data that (i) misappropriates or otherwise violates any Intellectual Property Rights or violates any privacy rights of any third party; (ii) is false or misleading; (iii) is defamatory, obscene, or offensive; (iv) that violates, or encourages any conduct that would violate, any 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 (“Laws”) or would give rise to civil or criminal liability;
License, lease, rent, loan, distribute, or otherwise transfer the Services to any third party;
Modify, adapt, alter or translate any software of LupaFi systems underlying the Services;
Use or copy the any software or LupaFi systems underlying the Services except as expressly allowed hereunder;
Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in this Agreement, without LupaFi’s prior written consent;
Use any device, software, or routine that interferes with the proper working of the Site;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server (whether internal or cloud-based) on which the Site is stored, or any server, computer, or database connected to or utilized by the Site;
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; and
Otherwise attempt to interfere with the proper working of the Site.

Intellectual Property Rights.

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (“Intellectual Property Rights”) are owned by LupaFi, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. This Agreement permits you to use the Site and the Services for Customer’s use only. Customer shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on LupaFi’s Site, except as expressly permitted under this Agreement.

The LupaFi name, the LupaFi logo, and all related names, logos, product and service names, designs, and slogans are trademarks of LupaFi or its affiliates or licensors. Customer must not use such marks without the prior written permission of LupaFi. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

Customer Data Consent.

Customer hereby authorizes LupaFi to, directly or through third parties, make any inquiries and conduct any investigation to verify Customer identity.

Provision of the Services requires certain information concerning Customer, including but not limited to Customer name, address, phone number, email address, Bank Account information and other Third Party Servicer account information (“Customer Data”). Customer agrees that all information it provides to LupaFi shall be complete and accurate and Customer shall promptly correct any errors in the information provided to LupaFi.

LupaFi does not own Customer Data but, subject to the LupaFi Privacy Notice posted at lupafi.com/privacy-policy and incorporated herein by reference, and any other separate agreement between Customer and LupaFi, Customer and each of Customer Personnel hereby grant LupaFi the right to collect, store, use and disclose Customer Data for the purpose of providing, improving and protecting the Services, creating new services, integrating the Services with Third Party Servicer Services selected by Customer, and communicating with Customer in connection with the Services. Where Customer Data includes data concerning third parties, Customer represents and warrants that it has obtained the necessary consents for LupaFi to collect, process, store such data hereunder from the relevant data subjects. Data collected by LupaFi is subject to the LupaFi Privacy Policy, posted at the Site and incorporated herein by reference. Subject to Law, where LupaFi is subject to a subpoena request for Customer Data, LupaFi shall provide Customer with an opportunity to contest the request, failing which LupaFi shall cooperate with the request.

Subject to any separate agreement between Customer and LupaFi, Customer hereby authorizes LupaFi, LupaFi’s service providers, and each Third Party Servicer to each obtain from the others and disclose to the others Customer Data in so far as is necessary to supply their respective services either hereunder or under their respective Third Party Servicer Agreements.

Where required by Law, LupaFi will disclose Customer Data to law enforcement agencies. LupaFi reserves the right to keep Customer Data for the term of this Agreement and for seven (7) years thereafter.

Customer Data.

6.1 Responsibility

Customer acknowledges and agrees that it is responsible for all uses of the Site, all information used or Customer Data uploaded to the Site, all reporting from the Site and all acts or omissions that occur on the Site in connection with Customer’s Account.

Customer may not use anyone else’s password or account at any time. Customer may not attempt to gain unauthorized access to the Platform. Customer agrees to provide LupaFi with accurate, current and complete billing information as prompted by the Account registration process.

Customer agrees to notify LupaFi immediately of any unauthorized use of Customer’s Account or password, or any other breach of security. Customer may be held liable for losses incurred by LupaFi or any other user of the Site and/or the Services due to someone else using Customer’s password or Account.

6.2 Accuracy and Duty to Update

Customer has sole responsibility for the accuracy, appropriateness and completeness of all Customer Data including but not limited to Customer’s name, address, telephone number and e-mail address. Customer agrees to update such information to keep it true, accurate, current and complete. LupaFi will use the Customer Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer Data.

Customer is further solely responsible for providing the requisite documentation to LupaFi in a timely manner to ensure deadlines are met. LupaFi cannot perform the Services if the Customer does not provide documents promptly.

Customer may update any of its Account information, designate a different credit card to be billed, or change the applicable expiration date on Customer’s currently designated credit card, by clicking on the account button and selecting the appropriate link.

6.3 Security

LupaFi maintains administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards include, but are not limited to, measures for preventing access, use, modification or disclosure of Customer Data by our personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as required by Law, or (c) Customer expressly permits in writing. While LupaFi will take reasonable steps to help protect Customer Data, 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. LupaFi reserves the right to cooperate with local, state and federal authorities in investigations of improper or unlawful activities and this may require the disclosure of Customer’s personal information. LupaFi may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

Customer shall secure Customer Data in its possession or under its control. Customer assumes exclusive responsibility for ensuring the security of Customer Device and the Data on it. LupaFi 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 Servicers.

LupaFi is not responsible for performing, and is not liable for any failure to perform, any back-up of any Customer Data or other data provided, transmitted, processed, or stored by Customer in or through the Services. It is Customer’s responsibility to back-up onto a Customer Device all Customer Data, including all data and records that Customer submits to LupaFi.

6.4 Financial Data Storage, Not Advice

Customer understands and agrees that LupaFi is not a certified public accounting firm and, other than any Tax Services, does not provide services that would require a license to practice public accounting. Customer acknowledges that LupaFi is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. The Services do not include, and you will not rely on them for: (i) audit, attest, examination, verification, investigation, certification, presentation, or review of financial transactions or accounting records; (ii) independent advice relating to accounting procedure or to the recording, presentation, or certification of financial information or data; (iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose under applicable Law; (iv) legal or regulatory advice regarding any of Customer’s business practices, including with respect to their appropriateness or legality; or (v) unless otherwise expressly included in a written order, Tax Services, tax advice or tax return preparation. Customer should seek the services of a duly licensed professional in connection with any of the foregoing. In particular, in compliance with applicable law and accounting standards regarding auditor independence, LupaFi cannot (and does not) make any representation or warranty whether any financial records are compliant with GAAP, IFRS or any other accounting standards or rules.

Indemnification.

Customer shall defend, indemnify, and hold harmless LupaFi, its employees, officers, directors, affiliates, suppliers, licensors, Third Party Servicers 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 Servicer Agreement; (iii) any violation of any Laws; (iv) any use of Customer Data by Customer or a Third Party Servicer or other third party; (v) Customer use of the Services, including in combination with any third party service; (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 Servicer or client of Customer; (ix) costs incurred by LupaFi enforcing the terms hereof or responding to any subpoena relating to Customer or Customer Data; (x) any claim by a governmental taxing authority; (xi) any dispute between Customer and any third party or Customer Personnel; or (xi) Customer’s use or misuse of the content on the Site, including, without limitation, infringement claims. LupaFi reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer agrees to reasonably assist and cooperate with LupaFi in asserting any available defenses and/or defending any legal proceeding.

Term and Termination

8.1 Term

The term of this Agreement shall begin as of when Customer accepts this Agreement, completes the Application or obtains an Account, shall continue in effect for an initial period of either one month or one year, depending on Customer’s selection at account activation (the “Initial Term”), and 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 (of 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.

8.2 Termination

Customer may cease using the Services by closing its Account or such other means as the Services may provide, but doing so does not act to terminate this Agreement. Customer must provide LupaFi with written notice in accordance with the immediately preceding paragraph that Customer elects not to renew this Agreement when the then-current Initial Term or Renewal Term expires. Customer will be responsible for any Fees due during the remainder of the Term. LupaFi may terminate this Agreement by notice to 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 Customer to LupaFi.

LupaFi reserves the right to suspend Services if Customer fails to pay any Fees due to LupaFi under this Agreement when due and owing. Suspension of Services shall not release Customer of Customer’s payment obligations hereunder. Customer agrees that LupaFi shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of Services resulting from Customer’s nonpayment.

LupaFi reserves the right to suspend or terminate Services if LupaFi reasonably concludes that (i) Customer’s use of the Services is causing immediate and ongoing harm to LupaFi or others; or (ii) Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event of suspension or termination of Services due to such circumstances, LupaFi shall immediately notify Customer of the discontinuance of Services and the Parties shall promptly attempt to resolve the harm. In such case, LupaFi shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to such discontinuance of Services.

Upon discontinuation of the Services, all Fees paid by Customer are non-refundable and LupaFi is released from any liability for use of any of Customer’s logins to operational software accessing Customer’s financial records and accounts provided to LupaFi by Customer in connection with Customer’s use of the Services.

Customer is responsible for terminating, deactivating, or changing credentials of all Customer’s users to the Site and any access to third party services and systems upon discontinuation of the Services or the termination or discontinuance of any of Customer’s users.

Customer Support.

LupaFi will use commercially reasonable efforts to provide Customer with technical support services relating to the Services via technical support page on the Site, email, or telephone.

LupaFi may update the Services in its sole discretion which updates may alter, add or remove functionality of the Services. LupaFi may also, from time to time, schedule downtime for maintenance and upgrades to the Services.

Fees.

10.1 Fees

Access to the Services requires Customer to pay Fees, as further described on the Site, in the Account or on an Engagement Letter. All Fees are in U.S. dollars and are non-refundable, unless otherwise provided herein. LupaFi reserves the right to amend the Fees by posting new Fees on the Site or in the Account; such changes shall take effect within thirty (30) days unless accepted by Customer earlier or if Customer does not close their Account within such delay.

10.2 Payment

Customer shall authorize LupaFi to collect payment of Fees from a credit card, debit card, automated clearing house (“ACH”) or other means of payment as permitted on the Site; Customer authorizes LupaFi 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, LupaFi 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.

Without limitation, LupaFi 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. LupaFi further reserves the right to refer 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 LupaFi 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 LupaFi.

Confidential Information.

Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of 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 that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose such information to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement and are legally bound to keep such information confidential consistent with the terms of this Section. Either party may disclose the Confidential Information of the other party as required by law, upon prior written notice to the other party (where allowed by law); provided that such party will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. The duty of confidentiality created by this section shall survive any termination of the Agreement.

As used herein, “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.

California Consumer Privacy Act (“CCPA”) and Virginia Consumer Data Protection Act (“VCDPA”)

The following terms apply to the extent and while Customer is subject to the CCPA or VCDPA and LupaFi processes personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) as part of Customer Data (“Personally Identifiable Customer Data”):

LupaFi agrees that it shall not: (a) sell or share any Personally Identifiable Customer Data; (b) retain, use, or disclose Personally Identifiable Customer Data outside the purposes specified in the Agreement or our direct business relationship with Customer, or (c) combine Personally Identifiable Customer Data with personal data obtained from other sources as prohibited by the CCPA, except, with respect to (b) and (c), as may be otherwise permitted under the CCPA. As used in this clause, the terms “sell” and “share” have the meaning given to them in the CCPA.

Each of LupaFi and Customer acknowledges and agrees that: (i) the Personally Identifiable Customer Data is disclosed to LupaFi only for the limited and specified purpose of LupaFi’s performance of obligations and exercise of rights under the Agreement, as described herein and in the LupaFi Privacy Notice; (ii) with respect to Personally Identifiable Customer Data, LupaFi will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA, as applicable; (iii) Customer has the right to take reasonable and appropriate steps to help ensure that LupaFi uses the Personally Identifiable Customer Data in a manner consistent with LupaFi’s obligations under the CCPA or VCDPA, as applicable, and the Agreement; (iv) LupaFi must notify Customer if LupaFi determines that it can no longer meet its obligations under the CCPA and the Agreement; (v) Customer has the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Customer Data; and (vi) Customer shall comply with your obligations as a business or controller under the CCPA and/or VCDPA, as applicable. As used in this clause, the term “business” has the meaning given to it in the CCPA and “controller” has the meaning given to it in the VCDPA.

Not Legal, Tax, or Accounting Advice

LupaFi may provide Customer with legal, tax or accounting information as part of LupaFi’s Services, Tax Services and/or R&D Credit Services or on the Site. Unless such information was provided by a LupaFi licensed professional pursuant to a written agreement between Customer and LupaFi, such information is not intended to constitute specific legal, tax, accounting or other professional advice, and may not reflect recent developments in the law, may not be complete, and may not be accurate in or applicable to Customer’s particular circumstances. As such, Customer agrees not to act based on any information provided by LupaFi, unless such information was provided by a LupaFi licensed professional pursuant to a written agreement between Customer and LupaFi, or before obtaining advice from other professional counsel qualified in the applicable subject matter and jurisdiction.

No Warranties by LupaFi.

14.1 Content; Third Party Servicers.

Content from other users, suppliers, advertisers, and other third parties (“Third Party Servicers”) may be made available to Customer through the Services. LupaFi does not control such content; Customer agrees that LupaFi is not responsible for any such content. LupaFi does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content and LupaFi assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by LupaFi. LupaFi is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Customer understands that by using the Services, Customer may be exposed to third-party websites that Customer finds offensive, indecent or otherwise objectionable. LupaFi 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. LupaFi provides these links for Customer’s convenience only and does not control such third parties. LupaFi’s inclusion of links to such links or integrations does not imply any endorsement of the materials on such third party services or any association with their operators. It is Customer’s responsibility to review the privacy policies and terms and conditions of any other site Customer visits. CUSTOMER AGREES THAT IN NO EVENT WILL LUPAFI BE LIABLE TO CUSTOMER IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

14.2 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, LUPAFI 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. LUPAFI DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE LUPAFI ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S USE OF OR ACCESS TO THE SERVICES, CUSTOMER’S DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S 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 MATERIAL OR CONTENT.

Limitation of Liability.

IN NO EVENT WILL LUPAFI, 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 TWELVE (12) 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 LUPAFI’S SUPPLIERS OR THIRD PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

IN NO EVENT SHALL LUPAFI, 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.

Notices.

LupaFi will communicate with Customer via the email associated with Customer’s account with LupaFi or the Services’ user interface. If necessary, LupaFi may communicate with Customer via telephone or videoconference. Customer expressly consents to allow LupaFi to contact it via each of the foregoing methods of communication. It is Customer’s responsibility to keep its Services account email address up to date so that Customer is able to receive electronic communications from LupaFi. For contractual purposes, Customer (i) consents to receive communications from LupaFi in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that LupaFi 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 LupaFi’s agreement to do so, applies to all of Customer’s interactions and transactions with LupaFi. 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 LupaFi prior to the time Customer withdraws its consent. By providing LupaFi 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.

Governing Law and Arbitration.

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH CUSTOMER MAY SEEK RELIEF, AND REQUIRES CUSTOMER TO ARBITRATE DISPUTES WITH LUPAFI. If Customer has a dispute with LupaFi, LupaFi will first seek to resolve such a dispute through our support team.

All disputes arising under or in connection with the Agreement will be submitted to binding arbitration in Oakland County, Michigan, USA pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the procedures set forth below.

17.1 Arbitration. All disputes that cannot be resolved pursuant to the internal issue resolution process identified above will be submitted to and settled by final and binding arbitration. The arbitration will take place in Oakland County, Michigan, 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.

17.2 Jurisdiction/Venue; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan (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 Oakland County, Michigan, 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 LUPAFI 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 IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH CUSTOMER AND LUPAFI 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 LUPAFI CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

General Provisions.

18.1. Assignment. Customer may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of LupaFi. Any assignment in violation of this section shall be void. LupaFi 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 upon a sale of all or substantively all of the assets of LupaFi, LupaFi may include in the sale the copy of Customer’s payment method (e.g. credit card information) used to pay Fees hereunder.

18.2. Right to List as a Customer. Customer agrees that LupaFi 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.

18.3. 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 LupaFi 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. Force Majeure. Customer acknowledges and understands that if LupaFi is unable to provide Services as a result of a force majeure event, LupaFi 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 LupaFi.

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. Entire Agreement. This Agreement, together with the Privacy Notice and the LupaFi Terms of Use, 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 Application or otherwise on the Site, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and the LupaFi Privacy Notice, this Agreement 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.

18.11. Amendments. LupaFi reserves the right to change this Agreement (but not any agreement between the Customer and LupaFi 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 become 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.

Additional Terms for Tax Services and R&D Credit Services. The additional terms under this Section 19 shall be applicable to any Tax Services or R&D Credit Services provided by LupaFi.

19.1 IRS Regulation 26 C.F.R. § 301.7216-3 consent to disclosure and use.

Please note that LupaFi may perform any or all of its obligations hereunder through a third-party tax service provider or a third-party R&D Credit Services provider (each a “Service Provider”). These Service Providers and/or LupaFi and its Affiliates may use subcontractors. In such event, LupaFi will remain liable to Customer for any nonperformance of the Agreement by LupaFi caused by an act or omission of the applicable Service Provider.

Customer hereby consents to (1) LupaFi disclosing Customer’s information that is required to provide the Tax Services (this information is referred to in this paragraph as the “required information” and it includes, for example, Customer’s financial and business information, entity and ownership information, complete tax return(s) in LupaFi’s possession, and other tax return information communicated through LupaFi’s systems) to LupaFi and/or Service Provider(s), as applicable, (2) LupaFi’s affiliates’ and Service Providers’ use of the required information to provide the Tax Services, including disclosure to, and use by, subcontractors to provide the Tax Services, (3) LupaFi disclosing Customer’s complete tax return(s) and other tax return information to LupaFi to share it with Customer through LupaFi’s systems and facilitate completion of Customer’s tax return(s), (4) LupaFi using Customer’s complete tax return(s) from the tax services, required information, and other tax return information communicated through LupaFi’s systems to perform and improve its services, including, for example, use in bookkeeping and other services and disclosure to potential partners for evaluation purposes and service providers for processing purposes, and (5) disclosure of the required information and tax return information in response to state subpoenas and grand jury subpoenas, subject to notice to Customer of the same to the extent permitted by law. Contact your LupaFi account manager if you want to limit LupaFi’s disclosures of Customer’s complete tax returns. Contact LupaFi if you want to limit disclosure of your complete tax return(s) to LupaFi. The Tax Services are offered as an add-on to a bookkeeping subscription. This consent applies to required information, complete tax returns, and other tax return information communicated through LupaFi’s systems for the initial period and subsequent renewal periods. This consent is valid with respect to LupaFi’s use of Customer’s information for services performance and improvement purposes for as long as LupaFi has a business purpose for using the information, and with respect to other uses and disclosures until the statute of limitations to assess any tax by the Internal Revenue Service or other applicable state agency with respect to the applicable tax return has expired.

LupaFi shall have in place with the applicable Service Provider at all relevant times a written agreement obligating the applicable Service Provider (including its affiliates, if and as applicable) to comply with confidentiality obligations protective of all such information substantially similar to those contained in this Agreement.

19.2 Tax Preparation Services.

Customer’s purchase of LupaFi’s Tax Services shall be subject to a separate Engagement Letter between the Parties. Subject to any different or additional terms on the Engagement Letter, LupaFi expects to perform the following for a Customer purchasing LupaFi’s Tax Services:

Prepare the federal, state(s), and local income tax returns with supporting schedules, based on financial statements that accurately represent the financial activity of Customer provided by Customer.
Any additional tax returns or other government filings for Customer not included in the Engagement Letter must be requested in writing by Customer, and accepted in writing by LupaFi, and will then be subject to the terms and conditions of this Agreement.

Except as specifically provided in an Engagement Letter, this engagement and the Tax Services do not include any returns other than income tax returns (including without limitation sales or use tax returns) and do not extend to determining Customer filing requirements or nexus in any particular taxing jurisdiction. LupaFi may be able to assist Customer in the preparation of these filings, if Customer requests. This request must be in writing by Customer, and accepted in writing by LupaFi, and will then be deemed added to the Engagement Letter and be subject to this Agreement. Please note there are substantial governmental penalties and personal liability for noncompliance.

LupaFi and any Service Provider must use judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. LupaFi and any Service Provider may apply the “more likely than not” reliance standard when communicating positions to Customer to resolve such issues in order to avoid penalties that might be assessed against the Service Provider as a return preparer. As a condition of receiving Tax Services, you agree to honor our reasonable directions and those of any Service Provider regarding disclosure of return positions to avoid or mitigate penalties.

In the course of the Tax Services, it may come to your or our attention that Customer may need to file tax returns in one or more additional jurisdictions, including foreign jurisdictions. While LupaFi will advise Customer if this comes to LupaFi’s attention, Customer remains solely responsible for identifying all filings for which Customer is seeking Tax Services, including any liability and additional expenses resulting from choosing not to prepare and file any tax returns, tax forms, and/or supporting schedules (whether recommended by LupaFi or not). Customer must inform LupaFi of any new or expanded activities that could trigger filing requirements in additional state(s) or country(ies), such as the acquisition of property or the hiring of employees or use of independent contractors in a new state or country. Activities of a partnership, LLC, trust or other pass-through entity in which Customer is an owner or beneficiary may also trigger additional state and/or foreign tax filings, so Customer must inform LupaFi if Customer has acquired an interest in a new pass-through entity over the past year. LupaFi will not file any Commerce Department reports or surveys for Customer.

Customer management is responsible for ensuring proper recording of Transactions in the accounts, safeguarding assets, and for the substantial accuracy of the financial records. Because Customer has final responsibility for the tax returns, Customer should review them carefully before Customer’s representative signs and files them. Customer’s returns may be audited by the taxing authorities. Any proposed adjustments may be subject to appeal.

Because of the special purpose, nature and format, income tax returns do not constitute financial statements prepared in accordance with generally accepted accounting principles. The tax returns should be used only for income tax purposes and must not be used as a substitute for financial statements.

U.S. citizens and residents and certain nonresidents who have a financial interest in or signature or other authority over any “financial accounts” in a foreign country are required to make a separate filing if the aggregate value of these accounts exceeds $10,000 at any time during the year. Filing requirements also apply to those with direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign financial accounts of its own. LupaFi is able to assist Customer in the preparation of these foreign filings. Customer is responsible for identifying the need for these filings, and they will be part of the Tax Services if ordered by Customer, either initially or by following the process for “as needed” additional services. Please note there are substantial IRS and other governmental penalties for noncompliance.

19.3 R&D Credit Services.

If Customer selects LupaFi’s R&D Credit Services through the Site, Lupafi will provide the following services (“R&D Credit Services”) which will be provided subject to a separate Engagement Letter between the Parties:

Provide guidance to identify and determine which of Customer’s expenses qualify for the R&D tax credit for United States federal income purposes
Calculate the amount of the Customer’s qualifying R&D expenses and provide the Company such calculation
Prepare supporting technical and financial substantiation documentation required for IRS Forms 6765 and 8974 (including, but not limited to, documentation of research time and R&D payroll expenses) (together with the calculation of the Company’s qualifying R&D expenses, the “R&D Tax Credit Study”)

LupaFi must use judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. LupaFi may apply the “more likely than not” reliance standard to resolve such issues in order to avoid penalties that might be assessed against the LupaFi or a Service Provider as a return preparer. As a condition of receiving R&D Credit Services, Customer agrees to honor LupaFi’s reasonable directions and those of any Service Provider regarding disclosure of return positions to avoid or mitigate penalties.

Customer is responsible for ensuring proper recording of transactions in the accounts and for the completeness and substantial accuracy of the financial, personnel and R&D records. Because Customer has final responsibility for the tax returns, Customer should review them carefully before you sign and file them.

There is no guarantee that the taxing authorities will accept Customer’s R&D activities as qualifying R&D activities or that the tax authorities will approve all of Customer’s R&D expenditures as qualifying R&D expenditures. Additionally, Customer’s returns may be audited by the taxing authorities. Any proposed adjustments may be subject to appeal.

19.4 Record Retention.

LupaFi or the Service Provider will retain copies of the records Customer has supplied to LupaFi along with work papers for Customer’s engagement for a period of seven years from the due date of the applicable return (including extensions). Please notify LupaFi within this period if Customer need copies of any of these materials. After seven years, work papers and engagement files may be destroyed. Working papers and files that LupaFi or the Service Provider maintain are not a substitute for Customer’s original records, and Customer should arrange for secure storage of the originals.

19.5 Fees

LupaFi’s fees for these services are as set forth on the Pricing Page of the Site.

Tax Services

With respect to Tax Services, LupaFi’s services include filing the following tax returns for Customer:

One U.S. federal business income tax return
One U.S. state business income tax return, such as Form 100 – California Corporation Franchise or Income Tax Return

If Customer notifies LupaFi in writing that there are additional state income tax returns, foreign shareholders owning greater than 25%, foreign financial accounts, or changes in accounting methods, additional fees will apply.

Customer acknowledges that the Tax Services do not include a verification of any amounts or values related to crypto assets or transactions provided by Customer or on Customer’s behalf for purposes of completing any tax returns.

If Customer owes any taxes as determined by the Tax Services, Customer authorizes LupaFi to pay such taxes on Customer’s behalf via the payment channel designated by Customer and made available to LupaFi for tax payments. LupaFi may reach out to you for an additional authorization above certain amounts.

R&D Credit Services

With respect to R&D Credit Services, LupaFi will require an initial payment as set forth on the Payment Page of the Site. There is no guarantee that the taxing authorities will accept Customer’s R&D activities as qualifying R&D activities or that the tax authorities will approve all of Customer’s R&D expenditures as qualifying R&D expenditures. The initial payment is non-refundable.

19.6 Generally

Payments for Services shall be paid by Credit Card via Stripe or other third party service. Fees are exclusive of taxes, for which Customer is responsible, if applicable. Customer represents that it has authority to bind the organization that holds the credit card and to authorize these transactions to the credit card. This credit card authorization will remain in effect until Customer notifies LupaFi in writing to cancel it in such time as to afford LupaFi and the bank reasonable opportunity to act on it. LupaFi may immediately suspend provision of the Tax Services and/or R&D Credit Services if Customer’s account is past due with respect to the payment of Fees for any Services or any other amounts owed by Customer to LupaFi. Customer agrees to pay any fees for Services owed by its affiliates. Except to the extent expressly set forth in the Agreement, all payments are non-refundable and non-creditable.

LupaFi reserves the right to request prepayment before starting the provision of any Services. In the case of nonpayment of any amount due and owed under the Agreement, in addition to such unpaid amounts Customer will reimburse LupaFi for all costs and fees incurred to collect the unpaid amounts.

19.7 Rights and Protections.

Customer retains the right to terminate the Tax Services and/or R&D Credit Services upon written notice to LupaFi at any time, and LupaFi retains the right to resign at any time upon written notice to Customer. If LupaFi resigns, we will provide Customer with a full refund of any amount prepaid for terminated Tax Services that have not yet been rendered.

LUPAFI (INCLUDING OUR AFFILIATES) AND EACH SERVICE PROVIDER’S CUMULATIVE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING IN ANY MANNER TO THE TAX SERVICES OR THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO LUPAFI (OR TO SUCH SERVICE PROVIDER, AS APPLICABLE) FOR THE NONCONFORMING SERVICES AND LUPAFI’S WORK PRODUCTS GIVING RISE TO LIABILITY. LUPAFI (INCLUDING OUR AFFILIATES) AND THE SERVICE PROVIDERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF LUPAFI (INCLUDING OUR AFFILIATES) OR THE SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH LUPAFI’S (INCLUDING OUR AFFILIATES) ENTIRE LIABILITY WITH RESPECT TO THE TAX SERVICES.

CUSTOMER AGREES AND UNDERSTANDS THAT LUPAFI IS NOT A CERTIFIED PUBLIC ACCOUNTING FIRM, DOES NOT PROVIDE PUBLIC ACCOUNTING SERVICES AND IS NOT A MEMBER OF AICPA.

Customer agrees to indemnify, and hold harmless, LupaFi, each Service Provider and each of our and their officers, directors, employees, contractors, affiliates and agents for any liabilities, damages, expenses (including reasonable attorney’s fees and costs), costs and/or losses incurred in connection with (a) any financial liability for penalties or interest resulting from misinformation or misdirection originating from Customer or failure by Customer to timely provide required information, sign e-file forms or make necessary payments and/or (b) any third party claims or other legal or regulatory action or proceeding involving or relating to the Tax Services, R&D Credit Services or this Agreement. With respect to any action or proceeding in which LupaFi is not a party, Customer shall indemnify, and hold harmless, LupaFi, each Service Provider and each of our and their officers, directors, employees, Affiliates, and agents for all costs and expenses (including reasonable attorney’s fees and costs) associated with providing testimony, documents or information relating to the Services, including any time expended at LupaFi’s (or an applicable Service Provider’s) then standard rates.

TERMS OF USE

Last Modified: April 1, 2024

These terms of use are entered into by and between you and LPF Accounting Services LLC d/b/a LupaFi (“LupaFi,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use“), govern your access to and use of LupaFi.com, including any content, functionality, and services offered on or through LupaFi.com (the “Website“), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Notice, found at lupafi.com/privacy-policy , incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Notice, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in the Governing Law and Jurisdiction Section will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website or the entire Website.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Notice (lupafi.com/privacy-policy), and you consent to all actions we take with respect to your information consistent with our Privacy Notice.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the term LupaFi, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Website.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.

Information, Privacy, and Content Submission

By using the Website, you may submit your personal information or the personal information of others to LufaFi, or you may have access to the personal information of others through use of the Website. As noted above, any information that you submit or that LupaFi collects when you are using the Website is subject to the Privacy Notice. Subject to the terms of the Privacy Notice, LupaFi may need your permission to do certain things that you ask it to do with your information or the information of others. You agree that LupaFi needs to do those things solely to provide its Services to you, and you give LupaFi permission to do so. You agree that you are solely responsible for the content you submit to the Website. For example, it is your responsibility to ensure that you have the rights or permission needed to comply with these Terms and with the Privacy Notice. If any of the content that you use in connection with the Website is the protected intellectual property of others, you are responsible for and liable for how you use that content. You agree that LupaFi is free to use any comments, information, or ideas contained in any communication you may send to LupaFi without compensation, acknowledgement, or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and services and creating, modifying, or improving the Website or other products or services.

You represent and warrant that:

You own or control all rights in and to the content you submit to the Website and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of the content you submit to the Website does and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any content you submit to the Website, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any content you or any other user of the Website submits to the Website.

Monitoring and Enforcement; Termination

We have the right to:

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all content you submit to the Website (“User Contributions”) and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Notice (lupafi.com/privacy-policy).
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Notice (lupafi.com/privacy-policy). By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of goods, services or information carried out through the Website, or resulting from visits made by you, are governed by our Terms of Service, which are hereby incorporated into these Terms of Use.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.
Send emails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content with which they are displayed. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Website other than the homepage.
Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of Michigan in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE CONTENT, PRODUCT, OR SERVICE OUT OF WHICH LIABILITY AROSE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan, in each case located in the County of Wayne, Michigan. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Notice and Terms of Sale constitute the sole and entire agreement between you and LupaFi regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

This website is operated by LPF Accounting Services, LLC.

All feedback, comments, requests for technical support, and other communications relating to the Website should communicated via Email or Contact Form (lupafi.com/contact-us).

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