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CloudCPA Terms and Conditions

Last updated: Oct 16, 2024

These Terms and Conditions (these “Terms”) are entered into between CloudCPA Inc. Inc. a Florida corporation (“CloudCPA Inc.”) and the individual or legal entity (“You” “Your” or “User”) participating in or using CloudCPA Inc.’s Website and/or Services as defined herein.

IMPORTANT. PLEASE READ THESE TERMS AS WELL AS CLOUDCPA INC.’S PRIVACY POLICY LOCATED AT https://thecloudcpa.net/privacy-policy/ CAREFULLY BEFORE USING CLOUDCPA INC.’S WEBSITE AND/OR SERVICES. BY CLICKING ON THE BOX LABELED “I HAVE READ AND AGREE TO THE TERMS OF SERVICE” CLICKING ON THE “SIGN UP FOR CLOUDCPA INC.” BUTTON AT THE TIME OF REGISTERING FOR CLOUDCPA INC.’S SERVICES AND/OR ACCESSING OR USING CLOUDCPA INC.’S WEBSITE AND/OR SERVICES AS DEFINED HEREIN YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THESE TERMS. YOU SHOULD MAINTAIN A COPY OF THESE TERMS FOR YOUR RECORDS.

IF YOU OR THE ENTITY YOU REPRESENT DO NOT AGREE TO THESE TERMS THEN DO NOT USE CLOUDCPA INC.’S WEBSITE AND/OR SERVICES DO NOT CLICK ON THE BOX LABELED “I HAVE READ AND AGREE TO THE TERMS OF SERVICE” OR THE “SIGN UP FOR CLOUDCPA INC.” BUTTON WHEN PROMPTED AND DO NOT EXECUTE A REGISTRATION OR REGISTRATION INCORPORATING THESE TERMS.

1. Introduction

Welcome to CloudCPA Inc.. By enrolling registering or creating an account with CloudCPA Inc. or by using CloudCPA Inc.’s Website and/or Services You and Your agents representatives employees or any other person acting on Your behalf shall be bound by and agree to be bound by these Terms the terms and conditions set forth in CloudCPA Inc.’s Privacy Policy and any other terms and conditions incorporated herein by reference.

2. Agreement

These Terms describe the entire agreement between You and CloudCPA Inc. which governs Your use of CloudCPA Inc.’s Services. These Terms govern include and fully incorporate by reference CloudCPA Inc.’s Privacy Policy all Registrations ordering and payment terms provided to You on the Website any additional terms provided separately to You by CloudCPA Inc. related to the Services and any additional terms and conditions relating to Your use of the Services which may include those from third parties.

3. Definitions

a. “Terms” means these Terms and Conditions.

b. “CloudCPA Inc.” means CloudCPA Inc. a Florida corporation which is providing the Website and Services to You.

c. “Registration” means the registration form You complete and submit in connection with the Website and/or Services provided by CloudCPA Inc. which is incorporated herein by reference and is governed by these Terms.

d. “Person” means any individual business organization or legal entity.

e. “Privacy Policy” means the Privacy Policy of CloudCPA Inc. in effect at the time You register and/or use CloudCPA Inc.’s Website and/or Services located at https://thecloudcpa.net/privacy-policy/ which is incorporated herein by reference and shall be part of these Terms.

f. “Service” or “Services” means all tax preparation accounting bookkeeping or any other services provided to You by CloudCPA Inc. through any medium and by any means including but not limited to through CloudCPA Inc.’s Website application or a web browser.

g. “Service Plan” or “Plan” means the individual service plan or plans You select as part of the registration process in connection with the Website and/or Services provided by CloudCPA Inc. which is incorporated herein by reference and is governed by these Terms.

h. “You” “Your” or “User” means any individual or entity which uses CloudCPA Inc.’s Website or that registers for CloudCPA Inc.’s Services.

i. “Website” means CloudCPA Inc.’s websites located at www.thecloudcpa.net and all associated content including without limitation all text information images applications templates software and other information services and materials on such website.

j. “IRS” means the United States Internal Revenue Service.

k. “Electronic Filing” means the filing of federal and/or state tax returns federal and/or state payroll documents and business entity documents through the internet or other electronic media as the applicable government authority may allow.

l. “Quarter” means an individual discrete three-month period whereby four such periods comprise a User’s fiscal year.

4. Right to Access Restrictions and License

Subject these Terms and until the expiration or termination of these Terms CloudCPA Inc. grants to You a limited non-exclusive non-transferable right to use the Website and Services solely for Your own internal business purposes. All rights not expressly granted to You are reserved by CloudCPA Inc. The right of use is at all times conditioned on compliance with these Terms including but not limited to prompt and timely payment regarding the Services. Breach of any of these Terms including but not limited to non-payment or delay in payment shall terminate any right of use granted to You under these Terms. You shall not (i) license sublicense sell resell transfer assign distribute or otherwise commercially exploit or make available to any third party the the Website and/or Services in any way; (ii) modify or make derivative works based upon the Website and/or Services; (iii) create Internet “links” to the Website or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Website and/or Services (v) build a competitive product or service (vi) build a product using similar ideas features functions or graphics of the Website and/or Services or (vii) copy any ideas features functions or graphics of the Website and/or Services. CloudCPA Inc. will host and retain physical control over the Website and make such computer programs software and code available only through the Internet for access use and operation by You through a web-browser. No provision under these Terms shall obligate CloudCPA Inc. to deliver or otherwise make available any copies of computer programs or code from the Website to You whether in object code or source code form. Because the Website and Services are proprietary You agree not to publish or disclose to third parties any evaluation of the Website and/or Services without CloudCPA Inc.’s prior written consent.

5. Modification

CloudCPA Inc. reserves the right to make changes to its policies procedures and practices and to make changes to its hosting and technical infrastructure as deemed reasonably necessary by CloudCPA Inc. and in its sole discretion without notice to You in order to provide the Website and Services to CloudCPA Inc.’s customers. We recommend that You regularly review such Terms and contact us should You have any questions.

6. Services

a. CloudCPA Inc. Account.

Access to the Services is available at www.thecloudcpa.net. The Services are available as paid service plans as further defined in Section 6(b). Upon registering for one or more Service Plans you will be assigned an individual account with CloudCPA Inc. (an “CloudCPA Inc. Account”) for which CloudCPA Inc. will provide You a username and password with which you may access the Services and upload Your financial documents through CloudCPA Inc.’s secure upload portal. All CloudCPA Inc. Accounts usernames and passwords are personal and are to be considered Confidential Information as defined in Section 9.

b. Service Plans and Product Plans

You may purchase any of the Service Plans offered by CloudCPA Inc. which include the Entrepreneur Plan the Growth Plan and the Enterprise Plan in order to meet Your individual needs. CloudCPA Inc. shall provide You with the Services specifically listed on the Website under the Service Plan that You Purchase. CloudCPA Inc. also offers Product Plans which include a Single User License five (5) User Licenses and ten (10) User Licenses. All Product Plans shall include the CloudCPA Inc. dashboard with financial analytics. Any additional Services shall only be provided upon Your request and upon Your agreement in writing to be bound by any additional written terms CloudCPA Inc. deems necessary which shall be provided to You in a separate written agreement or addendum.

c. Term and Termination of Service

CloudCPA Inc. shall provide You with Services for the length of time stated in Your chosen Service Plan(s) (“Term of Service”). For example monthly Service Plans for which CloudCPA Inc. provides you with Services monthly shall carry a term of one month and Service Plans for which CloudCPA Inc. provides you with Services annually shall carry a term of one year (the “Initial Term”). Upon the expiration of any Initial Term Your Service Plan(s) will automatically renew for successive renewal terms equal in duration to the Initial Term (each a “Renewal Terms”) at prices pursuant to Section 7(a) of these Terms unless and until You specifically terminate Your relationship with CloudCPA Inc. You may terminate Your CloudCPA Inc. Account at any time which will be effective immediately. This is Your sole and exclusive remedy with respect to any dissatisfaction with the Website and/or Services provided by CloudCPA Inc. If You wish to terminate Your CloudCPA Inc. Account you may do so by contacting tony@thecloudcpa.net. Should You elect to cancel Your CloudCPA Inc. Account please note that You will not be issued a refund for any changes and paid fees. It is Your responsibility to keep Your contact and payment information current. You explicitly authorize CloudCPA Inc. to continue billing Your credit card on file until You terminate Your CloudCPA Inc. Account. In the event that Your credit card is invalid for payment for any reason You shall remain responsible for any uncollected amounts.

d. Scope of Services

CloudCPA Inc. shall only perform the Services set out in Your selected Service Plan(s) and/or which CloudCPA Inc. specifically agrees to perform in writing. It is Your responsibility to provide all data and information required for CloudCPA Inc. to provide the Services requested. CloudCPA Inc. shall not audit or otherwise verify the data or information You provide during the course of Your selected Services. Notwithstanding the foregoing CloudCPA Inc.’s professional standards require that CloudCPA Inc. make inquiries about User representations that seem unusual or inconsistent with the ordinary and necessary course of events regarding CloudCPA Inc.’s knowledge of such events and CloudCPA Inc. may ask You for further clarification regarding the data or information You provide. You shall provide that clarification promptly and candidly. In most cases communications between You and CloudCPA Inc. regarding the Services cannot be disclosed to third parties without Your consent and approval but may be disclosed without Your consent and approval under certain circumstances when CloudCPA Inc. is legally or professionally obligated to do so or in accordance with CloudCPA Inc.’s Privacy Policy. Although CloudCPA Inc. will perform the Services to the best of its ability CloudCPA Inc. cannot and has not made any guarantees regarding the outcome of any Services that CloudCPA Inc. performs. Any discussions that CloudCPA Inc. has with you about the outcome of any matter are CloudCPA Inc.’s best professional estimates only and are limited by CloudCPA Inc.’s knowledge at the time they are made. As CloudCPA Inc. learns about Your business CloudCPA Inc. may have recommendations respecting your policies procedures internal controls accounting practices recordkeeping methods data management and reporting methods. CloudCPA Inc. will discuss these recommendations with You and seek Your affirmative written instructions prior to starting any work not specifically contained in Your Service Plan(s).

e. Electronic Filing

Any Service Plan which includes Electronic Filing is specifically limited to one (1) Electronic Filing attempt by CloudCPA Inc. You are responsible for verifying the status of Your Electronically Filed items to confirm they have been accepted and received by the applicable government authorities and if necessary for filing manually in the event that those authorities reject your Electronically Filed items. You agree to review Your tax return and/or other Electronically Filed items for errors or omissions before they are Electronically Filed by CloudCPA Inc.. Any amendments to Your Electronically Filed items are not included in CloudCPA Inc.’s standard Electronic Filing but are instead sold separately. You consent to CloudCPA Inc.’s disclosure to the IRS and any other applicable government authority of all information related to Your use of CloudCPA Inc.’s Electronic Filing services.

f. Tax Advice

Some Service Plans may include tax advice from a CloudCPA Inc. tax professional. To ensure a good experience and appropriate levels of coverage for everyone using the Services the CloudCPA Inc. tax professional may at his/her sole discretion terminate any advisory communication if it is determined that You are misusing or unnecessarily extending the duration of the advisory communication. CloudCPA Inc. shall not provide You with any tax advice unless such advice is specifically included in Your chosen Service Plan(s) or You and CloudCPA Inc. agree to CloudCPA Inc.’s provision of such tax advice in writing.

g. Third Parties

Depending on Your individual circumstances CloudCPA Inc. may at its sole discretion engage the services of third parties in order to adequately provide the Services to You. To facilitate Your use of the Services CloudCPA Inc. may be required to obtain Your explicit consent to disclose to third parties the information You have provided to CloudCPA Inc. and You shall not unreasonably withhold such consent. By agreeing to these Terms You authorize CloudCPA Inc. to use and disclose Your contact information including name and address to third parties for the sole purpose of making the Services available to You. Your participation in any services provided by third parties indicates Your acceptance of any additional terms and conditions which may apply to such third-party services.

h. Third-Party Foreign Nationals

CloudCPA reserves the right to engage third-party foreign nationals (“Contractors”) to work on client files as deemed necessary to meet project requirements and provide the highest quality service to our clients. Contractors will be selected based on their expertise and qualifications in the relevant field and CloudCPA will ensure that they adhere to all applicable laws and regulations. While Contractors may have access to client files and information they are required to uphold the same standards of confidentiality and data security as our in-house team. By entering into a contract with CloudCPA Contractors agree to abide by our company’s policies and procedures including but not limited to those related to client confidentiality and data protection. CloudCPA will monitor and manage the work performed by Contractors to ensure the highest level of service and security for our clients’ sensitive information.

7. Billing and Payment

a. Pricing

Payment for all Services shall be based upon the rates and terms as stated on the Website or as otherwise stated or quoted to You by CloudCPA Inc. from time to time. All prices are exclusive of taxes (VAT or otherwise) which may or may not be added to the price depending on applicable law and User’s legal residence. CloudCPA Inc. may from time to time adjust all prices at its sole and complete discretion and without notice to You and You will be deemed to have accepted such adjustments unless and until You terminate Your relationship with CloudCPA Inc. as provided in Section 6. Adjusted prices shall take effect upon any subsequent Renewal Term.

CloudCPA Inc. maintains the right to unilaterally and at its sole discretion adjust the flat fees associated with its services that are advertised on its website or other promotional materials. This discretionary fee adjustment is predicated on the recognition that each client engagement is distinguished by its unique and individual characteristics. CloudCPA Inc. acknowledges that client financial situations service requirements and expectations may vary substantially necessitating a flexible approach to fee structuring. Adjustments to flat fees may be contemplated by CloudCPA Inc. taking into account factors such as the complexity of the services provided the volume of transactions evolving regulatory mandates and any supplementary services expressly requested by the client. By availing themselves of the Company’s services clients hereby acknowledge and consent to the Company’s authority to modify flat fees as required to deliver solutions commensurate with the client’s particularized needs.

b. Payment

You shall pay all amounts owed to CloudCPA Inc. for the Services as such amounts are billed to you by CloudCPA Inc. By entering Your payment information on the Website and clicking the “Sign Up For CloudCPA Inc.” button You have elected to make all payments due to CloudCPA Inc. by allowing CloudCPA Inc. to automatically deduct such payments from a bank account (ACH) credit card or other form of payment and You have given CloudCPA Inc. express permission to make use of the form(s) of payment elected. You authorize CloudCPA Inc. to automatically deduct payment(s) as elected for the Initial Term as well as for each subsequent Renewal Term. You agree that in the event that automatic billing is declined expired or returned CloudCPA Inc. may automatically process any previously used automatic billing on file that was successful. If any payment is declined charged back or fails for any other reason You shall reimburse CloudCPA Inc. for all charges incurred by CloudCPA Inc. as the result of any failed payment. CloudCPA Inc. may suspend its performance of all Services until these charges are reimbursed. You agree that CloudCPA Inc. shall be held harmless for any error by CloudCPA Inc. or any financial institution with respect to any deductions or charges.

c. Billing Information

You agree to provide CloudCPA Inc. with accurate billing and contact information and You agree to update this information within fifteen days of any change to it. CloudCPA Inc. shall not be liable to You or to any third party for any claim resulting from Your failure to provide accurate billing and information as requested by CloudCPA Inc.

d. Delinquent or Fraudulent Payment

Payment by fraudulent means will result in immediate and permanent termination of the Services Your CloudCPA Inc. Account and possible criminal penalties. Your access to the Services may be suspended if Your account is delinquent for any reason. For credit card payments Your account will be considered delinquent if Your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid thirty days following the billing cycle. CloudCPA Inc. may impose a charge to restore archived data from delinquent accounts. Unpaid charges are subject to interest of 1.5% per month on any outstanding balance or the maximum permitted by law whichever is greater plus all expenses of collection. Any account which is suspended for more than thirty days will be terminated without any obligation on the part of CloudCPA Inc. to maintain store or return to You any of Your data or data residing in Your CloudCPA Inc. Account.

e. No Refunds

CloudCPA Inc. does not provide refunds for any completed Term of Service nor does CloudCPA Inc. provide credits for any partially completed Term of Service. Should You wish to dispute any charges to your CloudCPA Inc. Account or raise any claims regarding the Services You shall timely submit such claims or disputes to CloudCPA Inc. at tony@thecloudcpa.net in writing within fifteen days of any charges invoices or events giving rise to such claims or disputes otherwise You shall be deemed to have forever waived such claims or disputes and all associated charges to your CloudCPA Inc. account will be final and not subject to dispute.

8. Ownership of Website Services and Intellectual Property

a. User Content

User and its affiliates are and shall remain the sole and exclusive owners of all right title and interest in and to the content of all data User submits to CloudCPA Inc. (“User Content”) including all Intellectual Property Rights therein. User hereby grants the CloudCPA Inc. and its affiliates a limited irrevocable fully paid-up royalty-free non-transferable non-sublicenseable worldwide license to use perform display execute reproduce distribute transmit modify (including to create derivative works) import make have made sell offer to sell and otherwise exploit the User Content solely to the extent reasonably required in connection with User’s receipt or use of the Services described herein. All other rights in and to the User Content are expressly reserved by User. Upon termination or expiration of these Terms or the Services for any reason this license shall automatically and immediately cease.

b. Liability for User Content

User shall have sole liability and responsibility for the accuracy quality integrity legality reliability appropriateness and intellectual property ownership or right to use any and all User Content that User submits. CloudCPA Inc. shall not be responsible or liable for the deletion correction destruction damage loss or failure to store any User Content nor shall CloudCPA Inc. be liable for the legality of the User Content including but not limited to circumstances in which the User Content may infringe upon the intellectual property rights of any third party. If CloudCPA Inc. on its own or through any third party has notice that any User Content is in violation of any law or infringes upon the rights of any third party then CloudCPA Inc. shall have the unfettered right to – without liability to User – remove such User Content without prior notice to User.

c. Ownership of Services and Network

CloudCPA Inc. retains all ownership right and interest in the Website Services and all associated intellectual property of CloudCPA Inc. CloudCPA Inc.’s Services are being licensed to You not sold for Your use in accordance with the terms and conditions set forth herein. All marks graphics logos product names service marks domain names trademarks dress trade and names in connection with CloudCPA Inc.’s Website and/or Services are the sole property of CloudCPA Inc. User is strictly prohibited from using modifying copying or misappropriating any of CloudCPA Inc.’s intellectual property. Upon termination or expiration of these Terms or the Services for any reason this license shall automatically and immediately cease.

9. Non-Disclosure and Confidentiality

Due to the nature of the Services provided by CloudCPA Inc. it is anticipated that CloudCPA Inc. may disclose or deliver certain trade secrets and/or Confidential Information. “Confidential Information” includes but is not limited to all proprietary or business-sensitive information whether oral written graphic machine-readable or tangible form and whether or not registered and including all notes plans records documents computer programs and software and other evidence thereof including without limitation all: methods know-how strategies patents patent applications copyrights trademarks trade names service marks customer or client lists pricing policies operational methods marketing plans or strategies procurement and sales activities or methods promotion and pricing techniques credit and financial data and other information data and documents now existing or to be created regardless of whether any of such information data or documents qualify as a “trade secret” under applicable federal or state law. You agree to treat all information so exchanged the strictest confidence. You shall hold the Confidential Information in the strictest confidence and except as otherwise provided herein or as stated in CloudCPA Inc.’s Privacy Policy and You shall not disclose the Confidential Information to any third party without CloudCPA Inc.’s written consent. You agree not to disclose any Confidential Information to any unauthorized person and promise not to use the Confidential Information for any reason other than as required in connection with the Services. Your obligations contained in this Section 9 shall survive the termination of these Terms for any reason.

10. Communication and Recording Consent

By accepting your engagement letter with CloudCPA Inc., you acknowledge and agree to the following:

a. SMS Communication

You opt-in to receive SMS (text) messages from CloudCPA Inc. related to your accounting and tax services. These messages may include, but are not limited to:

  • Appointment reminders
  • Document request notifications
  • Important deadlines
  • Service updates

You can opt out of receiving SMS messages at any time by replying “STOP” to any message or contacting our customer support team.

b. Call Recording and Transcription

You consent to the recording and transcription of all calls with CloudCPA Inc.’s accounting and tax services team.

  • All calls may be recorded and transcribed for quality assurance and training purposes using electronic means.
  • Recordings and transcriptions will be used solely for internal quality control, training, and to improve our customer service.
  • All recordings and transcriptions will be kept confidential and securely stored in accordance with our privacy policy.
  • You have the right to request access to or deletion of your call recordings by contacting our customer support team.

By accepting the engagement letter, you indicate your understanding and acceptance of these communication and recording practices.

11. Compliance with Laws and Rules

You agree to comply with all local state and federal rules regulations and laws that apply to Your use of CloudCPA Inc.’s Services. You represent and warrant that You shall be in compliance with all such rules regulations and laws at all times prior to and while using CloudCPA Inc.’s Services and agree to be bound by such rules regulations and laws. You further agree that CloudCPA Inc. shall not be responsible for informing You of such rules regulations and laws that may apply to Your use of CloudCPA Inc.’s Services and that it shall be Your sole responsibility to abide such rules regulations and laws that may apply to Your use of the Services.

12. Prohibited Uses

You will only use the Website and/or Services for lawful purposes in compliance with all applicable laws including without limitations copyright trademark obscenity and defamation laws. Unlawful activities may include (without limit) storing distributing or transmitting any unlawful material attempting to compromise the security of any networked account or site or making direct threats of physical harm. You shall not restrict or inhibit any other user from using CloudCPA Inc.’s Website and/or Services. You hereby agree to defend indemnify and hold CloudCPA Inc. harmless against any claim or action that arises from Your use of the Website and/or Services in an unlawful manner or in any manner inconsistent with these Terms. You agree that You shall not: decompile reverse engineer disassemble or otherwise determine or attempt to determine source code or the executable code of the Website and/or Services or create any derivative works based upon the Website and/or Services or authorize any third party to do so; rent lease distribute or resell the Services or attempt to do any of the foregoing; or obfuscate remove or alter any of the logos trademarks internet links patent or copyright notices confidentiality or proprietary legends or other notices or markings that are on or in the Website and/or Services or the related documentation. You shall not and shall not allow anyone working on Your behalf to (i) perform any technical security integrity review penetration test load test denial-of-service simulation or vulnerability scan without CloudCPA Inc.’s prior written consent or (ii) attempt to access the data of another CloudCPA Inc. customer.

13. Passwords and Security

You will choose or be given all applicable passwords to use in connection with the Services and Website. You are entirely responsible for maintaining the confidentiality of Your passwords and CloudCPA Inc. Account (including if applicable the passwords and accounts of each User accessing the Website and/or Services by means of an account established by You). Furthermore You are entirely responsible for any and all activities that occur under Your CloudCPA Inc. Account (including if applicable the accounts of each User accessing the Services by means of an account established by You) and You shall ensure that You exit from Your CloudCPA Inc. Account at the end of each session that You are participating in. Passwords may not be used concurrently or shared for any purpose. You shall notify CloudCPA Inc. immediately of any unauthorized use of Your CloudCPA Inc. Account (including if applicable the passwords and accounts of each User accessing the Service by means of an account established by You) or any other breach of security. CloudCPA Inc. will not be liable for any loss or damage arising from Your failure to comply with these requirements.

14. Privacy Policy

You acknowledge that You have accessed and read the Privacy Policy and that it is a part of this Agreement which can be located at https://thecloudcpa.net/privacy-policy/. If there is any conflict between the terms of the Privacy Policy and these Terms these Terms shall control. It is CloudCPA Inc.’s policy to respect the privacy of its Users. A copy of CloudCPA Inc.’s Privacy Policy is located on CloudCPA Inc.’s website. CloudCPA Inc.’s Privacy Policy is subject only to CloudCPA Inc. ‘s obligation to comply with applicable laws and lawful government requests to operate its business properly and to protect its users and/or itself.

15. Indemnification

You agree to defend indemnity and hold harmless CloudCPA Inc. and its affiliates and their respective directors officers employees and agents from any and all damages liabilities costs and expenses (including reasonable attorneys’ fees) (collectively “Losses”) incurred as a result of a third party claim judgment or proceeding relating to or arising out of Your breach of any portion of these Terms or any additional terms and conditions to which You and CloudCPA Inc. have agreed in writing. If any action is brought against CloudCPA Inc. with respect to any allegation for which indemnity may be sought from You CloudCPA Inc. will promptly notify You of any such claim of which it becomes aware and will (i) provide reasonable cooperation to You at Your expense in connection with the defense or settlement of any such claim and (ii) be entitled to participate at its own expense in the defense of any such claim. You shall not acquiesce to any judgment or enter into any settlement that adversely affects CloudCPA Inc.’s rights or interests without the prior written consent of CloudCPA Inc.

16. Disclaimer of Warranties

YOUR USE OF CLOUDCPA INC.’S WEBSITE AND/OR SERVICES IS ENTIRELY AT YOUR OWN RISK. CLOUDCPA INC.’S SERVICES WEBSITE AND RELATED CONTENT AS WELL AS THE WEBSITES SERVICES OR RELATED CONTENT OF CLOUDCPA INC.’S THIRD PARTY PROVIDERS ARE PROVIDED TO YOU “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW CLOUDCPA INC. ITS AFFILIATES AND ITS THIRD-PARTY PROVIDERS DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE TITLE MERCHANTABILITY DATA LOSS NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR THE ACCURACY RELIABILITY QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. CLOUDCPA INC. AND ITS AFFILIATES DO NOT WARRANT THAT THE WEBSITE AND/OR SERVICES ARE FREE FROM BUGS VIRUSES INTERRUPTION ERRORS THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OF THE SERVICES. CLOUDCPA INC. AND ITS AFFILIATES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS LAWS OR REGULATIONS.

17. Limitation of Liability

YOU UNDERSTAND THAT CLOUDCPA INC. WILL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE AND THAT CLOUDCPA INC. IS NOT RESPONSIBLE FOR DISALLOWED DEDUCTIONS THE INCLUSION OF ADDITIONAL UNREPORTED INCOME OR FOR ANY ADDITIONAL TAXES PENALTIES OR INTEREST RESULTING THEREFROM.

THE ENTIRE CUMULATIVE LIABILITY OF CLOUDCPA INC. AND ITS AFFILIATES FOR ANY REASON ARISING FROM OR RELATING TO THESE TERMS SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY CLOUDCPA INC. FROM YOU IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO LIABILITY.

CLOUDCPA INC. SHALL NOT BE LIABLE FOR LOSS OF PROFITS OR INVESTMENT TAX POSITIONS TAKEN BY YOU INABILITY TO FILE YOUR DOCUMENTS DELAY IN PREPARING YOUR DOCUMENTS INCORRECT INCOMPLETE INFORMATION PROVIDED TO CLOUDCPA INC. OR ANY ACCESS TO OR USE OF YOUR CLOUDCPA INC. ACCOUNT BY AN UNAUTHORIZED PERSON.

CLOUDCPA INC. SHALL NOT BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THESE TERMS TO THE EXTEND ITS PERFORMANCE IS DELAYED OR PREVENTED DUE TO CAUSES BEYOND ITS REASONABLE CONTROL.

IN NO EVENT SHALL CLOUDCPA INC. BE LIABLE FOR ANY SPECIAL INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION FOR BREACH OF CONTRACT WARRANTY NEGLIGENCE OR STRICT LIABILITY) OR FOR INTERRUPTED COMMUNICATIONS LOSS OF USE LOST BUSINESS LOST DATA OR LOST PROFITS (EVEN IF CLOUDCPA INC. WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR USE OF CLOUDCPA INC.’S WEBSITE AND/OR SERVICES. CLOUDCPA INC. SHALL NOT BE RESPONSIBLE FOR ANY FAILURES ARISING FROM USER EQUIPMENT OR NEGLIGENCE OF USER.

18. Notices

All notices shall be sent to the addresses submitted by You when enrolling registering or creating an account with CloudCPA Inc. or when using CloudCPA Inc.’s Website and/or Services by certified mail facsimile electronic mail (e-mail) or courier. CloudCPA Inc.’s Website and Services are conducted and provided electronically. Therefore You agree that CloudCPA Inc. may communicate electronically with You with respect to any and all matters relating to the Website and Services. You shall send all notices required to be sent by You to CloudCPA Inc. either (i) by email to tony@thecloudcpa.net or (ii) by by personal delivery nationally recognized overnight courier (with all fees pre-paid). Except as otherwise provided in this Agreement a notice is effective only (a) upon receipt of the receiving party and (b) if the party giving the notice has complied with the requirements of this Section 17.

19. Legal Authority

If You are signing up for the Services on behalf of a business entity or company You represent and warrant that: (i) the entity is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for purposes of these Terms; (ii) You have the full right power and authority to enter into these Terms on the entity’s behalf and to ensure the entity performs its obligations hereunder; (iii) You have taken all necessary corporate action to authorize the execution of these Terms and You are authorized to bind the entity to these Terms; and (iv) when executed and delivered by You these Terms will constitute the legal valid and binding obligation of the entity enforceable against it in accordance with these Terms. If You are signing up for the Services on Your own behalf or if You are not authorized to represent CloudCPA Inc. on whose behalf You purport to sign up You agree that You are personally bound by these Terms.

20. Survival

Each provision contained in these Terms reasonably intended by its terms to survive termination or expiration of this Agreement shall so survive.

21. Waiver

No waiver by CloudCPA Inc. of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by CloudCPA Inc. No failure to exercise or delay in exercising any right remedy power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right remedy power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right remedy power or privilege.

22. Attorneys’ Fees

If any action at law or in equity including an action for declaratory relief is brought to enforce or interpret any provision or provisions of these Terms the prevailing party will be entitled to reasonable attorneys’ fees in addition to all other costs associated with the action whether or not the action advances to judgment in addition to any other relief to which that party may be entitled.

23. Defined Terms

The definitions contained in these Terms are applicable to the singular as well as to the plural forms of such terms to the past present and future tenses of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Whenever the context requires any pronouns used herein shall include the corresponding masculine feminine or neuter forms.

24. Miscellaneous

These Terms will be governed and construed in accordance with the laws of the State of Florida without giving effect to conflict of laws principles and all federal law. You agree to submit to exclusive jurisdiction and venue in the courts of Palm Beach County Florida. If any provision herein is held to be invalid or unenforceable for any reason the remaining provisions will continue in full force without being impaired or invalidated in any way. You may not assign your rights and obligations hereunder without the prior written consent of CloudCPA Inc. The parties’ rights and obligations will bind and inure to the benefit of their respective successors heirs executors and joint administrators and permitted assigns. The parties hereto are independent contractors and no agency partnership joint venture or employee-employer relationship is intended or created by these Terms. These Terms CloudCPA Inc.’s Privacy Policy ordering and payment terms provided to You on the Website any additional terms provided separately to You by CloudCPA Inc. related to the Services and any additional terms and conditions relating to Your use of the Services which may include those from third parties set forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a writing signed by both You and CloudCPA Inc. may change these Terms.