TERMS AND CONDITIONS

Please read these Terms and Conditions ("Agreement") carefully as they constitute a binding contract between Liang CPA, PLLC (DBA ProfitYo) ("us," "we") and you ("you"). By using our services, you consent to the exchange of information between us and you. This Agreement outlines the terms under which Liang CPA, PLLC (DBA ProfitYo) provides its services and governs your use of these services. It is important that you read and understand this Agreement, as it establishes the legal framework for your relationship with us. By accessing or using our services, you agree to be bound by the terms and conditions set forth herein.

1. Services

Our services ("Services") include a variety of cloud-based solutions tailored to meet your financial and administrative needs. These services encompass:

• Bookkeeping and Accounting: We provide comprehensive bookkeeping and accounting services to help you maintain accurate financial records. This includes tracking income and expenses, managing accounts payable and receivable, reconciling bank statements, and preparing financial statements.
• Financial Information Storage and Reporting: We offer secure cloud-based storage solutions for your financial data. Our services include generating detailed financial reports and analyzes to help you make informed business decisions. This may involve creating balance sheets, profit and loss statements, cash flow statements, and custom financial reports as per your requirements.
• Tax Preparation and Advisory Services ("Tax Services"): Our tax preparation services ensure that your tax filings are accurate and compliant with applicable laws and regulations. We also provide advisory services to help you understand your tax obligations, plan for tax liabilities, and identify potential tax-saving opportunities. Our goal is to minimize your tax burden while ensuring compliance with all relevant tax codes.
• Communication with Third-Party Service Providers: As per your instructions, we facilitate the communication of financial information to, from, and among third-party service providers. This may include coordinating with external accountants, auditors, financial advisors, and other professionals to ensure seamless service delivery and integration with your existing financial processes.

You may select the services you wish to procure through the application or your account. We will provide these services to you for the duration of this Agreement, subject to the payment of applicable fees and compliance with the terms herein.

As part of the Services, we grant you a non-exclusive, non-transferable, non-assignable right to use the Services per the terms of this Agreement. You acknowledge that the Services are cloud-based and hosted, and no copies of the Services or our system will be delivered to you.

The Services are to be used solely for your purposes, and we do not convey any rights, ownership, or interest in the Services or our system to you. Your right to use the Services will terminate upon the termination of this Agreement or suspension of services.

We continuously strive to improve our Services and may introduce enhancements, modifications, or updates to the Services from time to time. You agree to use the updated Services in accordance with the terms of this Agreement.

We reserve the right to subcontract any part of the Services to qualified third-party providers to ensure the highest level of service delivery. However, we remain responsible for the performance of such subcontractors in delivering the Services.

It is your responsibility to ensure that you have the necessary hardware, software, and internet connectivity to access and use our cloud-based Services. We are not liable for any limitations or issues arising from your technology setup or internet service provider.

If you encounter any issues with the Services, our support team is available to assist you. Please contact us through the support channels provided in your account or on our website.

2. Term

This Agreement ("Term") begins when you accept this Agreement, complete the application, or obtain an account and continues until terminated according to the terms herein.

3. Payments

Access to the Services may require you to pay fees as described at ProfitYo Pricing or otherwise on our site, app, or your account. All fees are in US dollars and are non-refundable unless otherwise stated herein. We reserve the right to amend the fees by posting new fees on our site, app, or your account. Such changes will take effect within thirty (30) days unless accepted by you earlier or if you do not close your account within such delay.

4. Late Payments

If a payment is not made on time, our payment plan is considered broken. We will permit a three-month grace period and will actively work with you to get payments back on track. If the account is not brought up to date within the grace period, the account will be canceled. If litigation is required to collect past due amounts, you:

• Consent to the venue and jurisdiction of the city and state courts of New York City, located in Queens County, New York, USA,
• Waive the right to a jury trial,
• Waive the right to interpose counterclaims and/or setoffs, and
• Shall be liable for any collection costs, including reasonable attorney's fees, incurred by us.

5. Testimonials

By becoming a client of ProfitYo, you grant us permission to use any testimonials in our marketing materials and promotional efforts. This includes but is not limited to unofficial testimonials, words of praise via Instagram stories, public posts or posts inside our Facebook groups, and direct messages with ProfitYo's team. We will blur last names on screenshots used, and you understand that all confidentiality provisions apply, with testimonials being the only exception to our confidentiality obligations.

6. Information on Our Website

Liang CPA, PLLC (DBA ProfitYO) strives to ensure that all information provided on our website, including but not limited to product descriptions, pricing, and service details, is accurate and up-to-date. However, we do not warrant or guarantee the accuracy, completeness, or reliability of any information on our website.

Liang CPA, PLLC (DBA ProfitYO) reserves the right to modify, update, or remove any information on our website at any time and without prior notice. We may also change or discontinue any aspect of our Services, including features, pricing, or availability, without liability to you or any third party.

Our website may contain links to third-party websites or resources. Liang CPA, PLLC (DBA ProfitYO) is not responsible for the availability, accuracy, or content of such third-party sites or resources. Links to third-party websites do not imply endorsement by Liang CPA, PLLC (DBA ProfitYO) of those sites or any products or services offered thereon.

All information on our website is provided "as is" and "as available" without any warranties of any kind, express or implied. Liang CPA, PLLC (DBA ProfitYO) disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In no event shall Liang CPA, PLLC (DBA ProfitYO), its officers, directors, employees, agents, or affiliates be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of your use or inability to use the information on our website or reliance on such information.

You acknowledge and agree that your use of any information on our website is at your own risk. Liang CPA, PLLC (DBA ProfitYO) shall not be liable for any harm or damages resulting from the use of information on our website.

7. Ownership and Copyright

You acknowledge that all information, content, data, product names, company names, trademarks, logos, and trade names displayed on our website and within our Services (collectively referred to as the "Content") are the property of Liang CPA, PLLC (DBA ProfitYo), its licensors, or other third-party owners as indicated. The Content is protected by copyright laws and other intellectual property rights.

You agree that the Content provided through our Services is for your personal and non-commercial use only. You may not modify, reproduce, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell any Content without the express written consent of Liang CPA, PLLC (DBA ProfitYo) or the respective owners of the Content.

By using our Services, you do not acquire any ownership rights or licenses to the Content, except as expressly provided herein. Any unauthorized use of the Content may violate copyright laws, trademark laws, and other applicable laws and regulations.

Liang CPA, PLLC (DBA ProfitYo) respects the intellectual property rights of others, and we expect our users to do the same. If you believe that any Content displayed on our website or through our Services infringes your copyright or other intellectual property rights, please contact us promptly to report the alleged infringement.

We may, at our discretion, remove or disable access to infringing Content in accordance with applicable laws and regulations. However, Liang CPA, PLLC (DBA ProfitYo) assumes no liability or responsibility for monitoring or policing Content for intellectual property infringements, except as required by law.

Your use of the Services does not grant you any rights, title, or interest in or to the intellectual property rights of Liang CPA, PLLC (DBA ProfitYo) or any third-party licensors. All rights not expressly granted herein are reserved by Liang CPA, PLLC (DBA ProfitYo).

8. Acceptable Use Policy

You agree to use Liang CPA, PLLC (DBA ProfitYO)'s Services in accordance with all applicable laws, regulations, and this Acceptable Use Policy ("AUP"). You shall not use the Services for any unlawful or prohibited purpose. You shall not engage in any of the following activities:

a) Violating any local, state, national, or international law or regulation;
b) Uploading, posting, transmitting, or otherwise making available any content that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
c) Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
d) Uploading, posting, transmitting, or otherwise making available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
e) Uploading, posting, transmitting, or otherwise making available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
f) Interfering with or disrupting the Services or servers or networks connected to the Services, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Services;
g) Collecting or storing personal data about other users without their express consent;
h) Engaging in any conduct that restricts or inhibits any other user from using or enjoying the Services; and
i) Engaging in any unauthorized commercial activities, such as advertising, marketing, or selling products or services without Liang CPA, PLLC (DBA ProfitYO)'s prior written consent.

Liang CPA, PLLC (DBA ProfitYO) reserves the right, but does not assume the obligation, to monitor your use of the Services to ensure compliance with this AUP. Liang CPA, PLLC (DBA ProfitYO) may investigate any reported or suspected violation of this AUP and may take any action it deems appropriate, including but not limited to issuing warnings, suspending or terminating your access to the Services, or removing or disabling access to any content that violates this AUP.

If you become aware of any violation of this AUP by any person, including other users, please notify Liang CPA, PLLC (DBA ProfitYO) promptly. Liang CPA, PLLC (DBA ProfitYO) may investigate the matter and take appropriate action as described above.

Liang CPA, PLLC (DBA ProfitYO) shall not be liable for any harm or damages arising from your violation of this AUP or from Liang CPA, PLLC (DBA ProfitYO)'s enforcement of this AUP.

9. Confidential Information

Each party acknowledges that in the course of performing under this Agreement, they may disclose or have access to confidential or proprietary information belonging to the other party ("Confidential Information"). Such Confidential Information may include, but is not limited to, business plans, financial information, technical data, trade secrets, and any other information marked or identified as confidential.

All Confidential Information disclosed under this Agreement shall remain the exclusive property of the disclosing party (or other third parties as applicable). The receiving party agrees to maintain the confidentiality of all Confidential Information with the same degree of care and security that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

The receiving party may disclose Confidential Information only to employees, contractors, or agents who need to know such information for the purpose of performing their obligations under this Agreement. The receiving party shall ensure that such individuals are bound by confidentiality obligations no less protective than those set forth in this Agreement.

Except as expressly permitted in this Agreement or as required by law, the receiving party shall not disclose or use any Confidential Information for any purpose other than to fulfill its obligations or exercise its rights under this Agreement. The duty of confidentiality imposed by this section shall survive the termination or expiration of this Agreement.

Your data and information provided to us ("Your Data") shall be treated as Confidential Information. Similarly, any data, information, or materials provided by us to you ("Our Data") shall be treated as Confidential Information. Both parties agree to use Confidential Information solely for the purposes contemplated under this Agreement and to take all reasonable precautions to protect the confidentiality and integrity of such information.

Liang CPA, PLLC (DBA ProfitYo) reserves the right to disclose Confidential Information to the extent required by law or court order, provided that we notify you promptly of such requirement to allow you the opportunity to seek protective measures.

If either party breaches its obligations regarding Confidential Information, the non-breaching party shall be entitled to seek equitable relief to protect its interests, in addition to any other remedies available at law or in equity. By using our Services, you agree to abide by these confidentiality obligations and acknowledge that the protection of Confidential Information is essential to maintaining trust and integrity in our business relationship.

10. Termination

Liang CPA, PLLC (DBA ProfitYo) retains the right, in its sole discretion, to refuse its services and products to any user and to terminate its relationship with any user at any time. Termination of this Agreement may occur under the following circumstances:

• Voluntary Termination: Either party may terminate this Agreement at any time by providing written notice to the other party. Termination shall be effective upon receipt of such notice or on a date specified therein.
• Breach: If either party breaches any material provision of this Agreement and fails to remedy such breach within a reasonable time after receiving written notice from the non-breaching party, the non-breaching party may terminate this Agreement immediately upon written notice.
• Insolvency: Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, bankrupt, or goes into liquidation, or if a receiver or administrator is appointed over any part of its assets.

Upon termination of this Agreement, for any reason, your access to the Services shall cease immediately. You must immediately cease all use of the Services and any Confidential Information or proprietary materials provided to you under this Agreement.

Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of termination. Sections of this Agreement that by their nature are intended to survive termination, including but not limited to Sections relating to ownership, confidentiality, indemnity, limitation of liability, and dispute resolution, shall survive the termination of this Agreement. Liang CPA, PLLC (DBA ProfitYo) reserves the right to retain and store your data for a reasonable period after termination in accordance with our data retention policies and applicable laws. We may also delete or destroy such data upon termination unless otherwise agreed in writing. If you have any questions regarding the termination of this Agreement or wish to discuss the circumstances surrounding termination, please contact our customer support team for assistance.

11. Limitation on Liability

LIANG CPA, PLLC (DBA PROFITYO) STRIVES TO PROVIDE RELIABLE AND SECURE SERVICES, BUT WE CANNOT GUARANTEE THE ABSOLUTE SAFETY AND SECURITY OF INFORMATION TRANSMITTED OVER THE INTERNET. THEREFORE, YOUR USE OF OUR SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, LIANG CPA, PLLC (DBA PROFITYO) DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

In no event shall Liang CPA, PLLC (DBA ProfitYo), its officers, directors, employees, agents, or affiliates be liable to you or any third party for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with your use or inability to use the Services, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, even if Liang CPA, PLLC (DBA ProfitYo) has been advised of the possibility of such damages.

Liang CPA, PLLC (DBA ProfitYo)'s total liability to you for all claims arising from or relating to this Agreement or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees paid or payable by you to Liang CPA, PLLC (DBA ProfitYo) under this Agreement during the twelve (12) months preceding the event giving rise to the claim. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. In such jurisdictions, Liang CPA, PLLC (DBA ProfitYo)'s liability is limited to the greatest extent permitted by law.

12. Indemnity

You agree to indemnify, defend, and hold harmless Liang CPA, PLLC (DBA ProfitYO), its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or are related to:

• Your use or misuse of the Services;
• Your violation of this Agreement or any applicable law or regulation;
• Your violation of any rights of any other person or entity; or
• Any third-party claims arising from or related to Your Data or use of the Services.

Liang CPA, PLLC (DBA ProfitYO) reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Liang CPA, PLLC (DBA ProfitYO) in asserting any available defenses.

This indemnification obligation shall survive the termination or expiration of this Agreement and your use of the Services.

13. Dispute Resolution

All disputes arising out of the performance of this Agreement will be submitted to binding arbitration in Queens, New York, USA, under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Any disputes that cannot be resolved through internal issue resolution will be submitted and settled by final and binding arbitration in Queens, New York, USA, with the governing law applied. The arbitration will be conducted by a single arbitrator who is a practicing commercial lawyer in English, following the Commercial Arbitration Rules of the AAA then in effect. The arbitrator's decision will be final and binding. Either party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the arbitration outcome.

14. Force Majeure

No party shall be liable or responsible for any failure or delay in fulfilling or performing any term of this Agreement (except for obligations to make previously owed payments) when such failure or delay is caused by acts beyond the impacted party's reasonable control, including but not limited to:

• Acts of God,
• Flood, fire, earthquake, or explosion,
• War, invasion, hostilities (whether declared or not), terrorist threats or acts, riot, or other civil unrest,
• Government order or law,
• Actions, embargoes, or blockades in effect on or after the date of this Agreement,
• Action by any governmental authority,
• National or regional emergency,
• Strikes, labor stoppages or slowdowns, or other industrial disturbances,
• Epidemic, pandemic, or similar virulent human influenza or infection,
• Emergency state,
• Shortage of adequate medical supplies and equipment,
• Shortage of power or transportation facilities,
• Other similar events beyond the reasonable control of the impacted party.

15. Third-Party Links

Liang CPA, PLLC (DBA ProfitYO) may provide links to third-party websites, applications, or services ("Third-Party Links") for your convenience and information. Liang CPA, PLLC (DBA ProfitYO) does not control and is not responsible for the content, privacy policies, or practices of any Third-Party Links. The inclusion of Third-Party Links does not imply endorsement by Liang CPA, PLLC (DBA ProfitYO). You acknowledge and agree that Liang CPA, PLLC (DBA ProfitYO) shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods, or services available through any Third-Party Links.

When you access Third-Party Links, you are subject to the terms and conditions and privacy policies of those third parties. It is your responsibility to review and understand the terms governing Third-Party Links before interacting with them.

Liang CPA, PLLC (DBA ProfitYO) makes no warranties or representations regarding the accuracy, legality, decency, or any other aspect of Third-Party Links. Any concerns regarding Third-Party Links should be directed to the respective third parties.

Liang CPA, PLLC (DBA ProfitYO) reserves the right to modify, replace, or remove any Third-Party Links at any time without prior notice. Liang CPA, PLLC (DBA ProfitYO) shall not be liable to you or any third party for any modification, replacement, or removal of Third-Party Links.

16. Miscellaneous

a. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

b. Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law. The parties agree to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely matches the intent of the original provision.

c. Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision herein. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought.

d. Entire Agreement: This Agreement, together with any amendments or additional terms and conditions incorporated herein by reference, constitutes the entire agreement between you and Liang CPA, PLLC (DBA ProfitYO) regarding the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties regarding the same subject matter.

e. Amendments: Liang CPA, PLLC (DBA ProfitYO) reserves the right to amend this Agreement at any time upon notice by posting revisions to this Agreement on our website or through our Services. Your continued use of the Services after such amendments shall constitute your acceptance of the revised terms. It is your responsibility to review this Agreement periodically for updates.

f. Headings: The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

g. Assignment: You may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Liang CPA, PLLC (DBA ProfitYO). Liang CPA, PLLC (DBA ProfitYO) may assign or transfer its rights and obligations under this Agreement without restriction.

h. Contact Information: If you have any questions or concerns about this Agreement or need to contact Liang CPA, PLLC (DBA ProfitYO) for any reason, please use the contact information provided on our website or through our Services.



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