Terms of Service.
This agreement sets out the conditions under which your platform uses BooksEZ as an embedded accounting partner. We have written it in plain language wherever possible. Some legal phrasing is unavoidable, but the underlying terms are direct.
1. The parties and your acceptance
This Master Services Agreement ("Agreement") is entered into between BooksEZ Inc., a Delaware corporation ("BooksEZ", "we"), and the SaaS-platform entity executing it ("Platform", "you"). By signing or by clicking through during account creation, you bind your organisation to these terms.
2. What the BooksEZ service includes
BooksEZ provides embedded accounting and bookkeeping infrastructure for SaaS platforms. The service comprises (a) the BooksEZ API and component library (the "Software"); (b) the optional white-labeled bookkeeping service performed by our employed bookkeepers and CPAs (the "Bookkeeping Service"); and (c) related support. Pricing, plans, and SLAs are defined in your Order Form, which is incorporated by reference.
3. The license we grant you
Subject to your compliance with this Agreement, BooksEZ grants you a non-exclusive, worldwide, non-transferable license during the subscription term to (a) call the Software's APIs and embed the Components within your own platform; (b) display BooksEZ-generated reports to your end customers under your branding; and (c) market and sell access to embedded accounting features within your platform.
4. Ownership of the end-customer relationship
Your end customers remain your customers. BooksEZ does not sell to them directly, market to them, or solicit their business. You retain primary responsibility for the customer relationship, billing, and tier-one support. BooksEZ supports your engineers and your bookkeeping operations.
5. Fees, invoicing, and payment terms
Fees are billed monthly in arrears based on active end customers (an end customer is "active" if at least one transaction was processed through BooksEZ during the billing month). Bookkeeping Service fees are billed per active customer per tier. Invoices are net 30. Disputes must be raised in good faith within 30 days. Past-due balances over 60 days may result in service suspension following 14 days of written notice.
6. Acceptable use of the platform
You agree not to (a) use the service to violate any law; (b) reverse-engineer, decompile, or derive source code from the Software except where permitted by law; (c) probe or test the security of any system without authorisation; (d) introduce malware; (e) onboard end customers in our prohibited-business list (gambling without a licence, unlicensed money transmission, sanctioned jurisdictions); or (f) misrepresent yourself or your end customers in attestations to BooksEZ.
7. Data rights, privacy, and ownership
Your platform data, your customers' financial data, and any reports generated from that data remain yours and your customers'. BooksEZ processes this data only to deliver the service and to improve the platform's underlying models in accordance with our Privacy Policy. We will never sell it. You can export everything through the API at any time.
8. Intellectual property rights
BooksEZ retains all rights, title, and interest in the Software, the Components, the Bookkeeping Service operations, the BooksEZ trademark, and the underlying machine-learning models. Nothing in this Agreement transfers intellectual property from us to you, other than the limited license granted in Section 3.
9. Confidentiality obligations
Each party will protect the other's confidential Information with the same degree of care it applies to its own confidential information of similar importance, and in no event less than reasonable care. "Confidential Information" excludes information that is or becomes public through no breach by the receiving party, was already known, or is independently developed.
10. Terms governing the Bookkeeping Service
Where your Order Form includes the Bookkeeping Service, BooksEZ will provide the services described in the Service Description schedule, including monthly close and reconciliation. The Bookkeeping Service does not constitute tax, legal, audit, or attest services. Your end customers should engage qualified professionals for those.
11. Service levels and support commitments
BooksEZ commits to 99.95% monthly availability for the Software's production tier. Service credits for any breach are documented in the SLA schedule attached to your Order Form. Support response times depend on plan and severity tier.
12. Contract term and termination
The initial term runs 12 months from the Order Form effective date, auto-renewing for successive 12-month terms unless either party provides 30 days' notice before renewal. Either party may terminate for material breach (following 30 days' written notice and an opportunity to cure) or for insolvency. On termination, BooksEZ will cooperate with a reasonable transition of up to 60 days, including data export.
13. Warranties and disclaimers
BooksEZ warrants that the Software will materially conform to its documentation and that the Bookkeeping Service will be performed by qualified personnel in a professional and workmanlike manner. Beyond these express warranties, the service is provided "AS-IS", and BooksEZ disclaims all other warranties, including merchantability, fitness for a particular purpose, and non-infringement.
14. Indemnification
BooksEZ will defend you against third-party claims that the Software, used in accordance with this Agreement, infringes a US patent, copyright, or trade secret, and will pay damages and costs awarded. You will defend BooksEZ against third-party claims arising from your use of the service in violation of this Agreement, your end customers' use, or your products that incorporate the BooksEZ service.
15. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or data. Each party's total liability in any twelve-month period is capped at the fees paid by you to BooksEZ in that period. These limits do not apply to (a) breach of confidentiality; (b) indemnification obligations; (c) your payment obligations; or (d) gross negligence or wilful misconduct.
16. Governing law and arbitration
This Agreement is governed by the laws of Delaware, without regard to conflict-of-laws principles. Disputes that cannot be resolved through good-faith discussion are settled by binding arbitration administered by JAMS in San Francisco under its Streamlined Arbitration Rules. Either party may seek interim equitable relief in any court of competent jurisdiction.
17. Changes to this Agreement
We may update this Agreement. For material changes, we will provide at least 30 days of advance notice through email and an in-product banner. Your continued use after the effective date constitutes acceptance.
18. Contacting us about these terms
Questions about this Agreement may be sent to legal@booksez.com, or to BooksEZ Inc., Attn: Legal, 216 Wharton Avenue, Toronto ON M5V 2L4, Canada.
This document is the master services agreement between BooksEZ and its platform partners. Your end customers' use of platform-embedded BooksEZ functionality is governed by your platform's own terms with them.