Terms of Service
Dated Posted: June 2, 2023
This Truewind Subscription Agreement (referred to as "terms" or "agreement") is a legal contract between you (either an individual or an entity) and Truewind Technologies, Inc. It governs your use of Truewind's services, products, software, and websites (collectively referred to as the "Services").
If there are additional terms and conditions in your Order Form, those terms and conditions will prevail in case of any conflict with these terms. If you are accepting these terms on behalf of an organization, you represent that you have the authority to bind that organization. If you don't have the authority, you should not sign up for the Services.
Please read this agreement carefully. It includes a binding individual arbitration clause for dispute resolution instead of jury trials or class actions (for information on how to opt-out, see Section 11.8 - 30-day opt-out period below).
1.1. Bookkeeping Services
Truewind's bookkeeping services provide a solution for bookkeeping and financial organization. It's important to note that Truewind's bookkeeping services and related communications do not substitute for legal, tax, financial, real estate, healthcare, or accounting advice. Truewind is not a public accounting firm. For more details about what the Services include and exclude, and how you can use them, please refer to our Acceptable Use Policy.
1.2. Year-End Services
If you are a Truewind Bookkeeping customer for the quarter following the calendar year end and your subscription remains active, Truewind will perform specific year-end bookkeeping activities as part of your subscription. These activities include year-end annual adjustments, providing a trial balance, and standard full-year financial statements for tax returns. If you are not a Truewind Bookkeeping customer for the following quarter, Truewind will not perform these year-end activities and will not be responsible or liable for any failure to do so.
1.3. Quickbooks Online™
1.4. Third-Party Services and Login Credentials
Our Services can automatically transfer data from other websites and services, such as your bank account. If you provide us with login credentials (e.g., account name, password), you grant us permission and a limited power of attorney to use those credentials to access and manipulate your account on your behalf. By providing login credentials, you confirm that you have the authority to grant us this permission. We will securely store and encrypt your login credentials and only use them as described in this agreement.
1.5. Unauthorized Use of Services
You agree to use the Services in compliance with Truewind's Acceptable Use Policy. We may suspend or terminate the provision of the Services if we believe they are being used in a manner that violates this agreement, including the Acceptable Use Policy, or poses a risk of personal injury, property damage, or legal liability to Truewind, yourself, or any third party. You represent and warrant that any information you provide about your business, products, or services is accurate and complete.
1.6. Modifications to the Services
We continuously improve and enhance our Services. This means that we may add or remove features or functionality, and we may suspend or discontinue certain parts of the Services.
1.7. Facilities and Data Transfer
We ensure that the facilities used to store and process Customer Data adhere to reasonable security standards that are at least as protective as the standards applied to Truewind's own information of a similar nature. As part of providing the Services, we may transfer, store, and process Customer Data in the United States. By using the Services, you consent to the transfer, processing, and storage of Customer Data.
If you are a Truewind Bookkeeping customer, you acknowledge and agree that Truewind needs to use, record, classify, and reconcile your financial transactions and data to fulfill the Services. For example, Truewind may import transactions from your books to reconcile bank accounts, categorize transactions to expense and balance sheet accounts, or sync payroll data. Any modifications made to your books by you or on your behalf may impact previously performed Services, requiring Truewind to re-perform those Services to address any resulting inconsistencies or inaccuracies. To prevent such situations, you appoint Truewind as your exclusive third-party bookkeeper. If you engage another third-party service provider or make direct changes to your books while Truewind is providing the Services, Truewind reserves the right to terminate your subscription without refunding prepaid fees for unelapsed months of the Services.
2. Tax and CFO Services
If your Order Form indicates the purchase of Truewind's tax preparation service or R&D tax credit services, your use of those services is governed by the Truewind tax terms.
If your Order Form indicates the purchase of Truewind's CFO services, your use of that service is governed by the Truewind CFO services terms.
3. Non-Disclosure and Confidentiality
Unless disclosed in Section 3.2 (Disclosure of Confidential Information), each party will use the other party's Confidential Information solely to fulfill its obligations under this agreement. Your Customer Data is considered your Confidential Information. Each party will exercise reasonable care to prevent the disclosure of the other party's Confidential Information to third parties, except for Delegates who have a legal obligation to keep it confidential. Delegates are also bound by the same non-disclosure and use obligations.
Upon request, Truewind will sign a separate agreement reflecting these non-disclosure and confidentiality obligations for your records.
3.2. Disclosure of Confidential Information
Subject to Section 3.2.2 (Legal Process notification), the recipient or its Affiliates may disclose the other party's Confidential Information under the following conditions: (a) in compliance with Legal Process, (b) with the other party's written consent, or (c) to enforce rights under agreements with you.
3.2.2. Legal Process notification
The recipient will make reasonable efforts to notify the other party before disclosing its Confidential Information in response to Legal Process. Notice is not required if the recipient is legally prohibited from giving notice or if exceptional circumstances involving danger of death or serious physical injury exist.
The recipient and its Affiliates will comply with reasonable requests from the other party to oppose the disclosure of its Confidential Information.
Fees for the Services will be collected automatically via ACH. Taxes, if applicable, are your responsibility. By accepting this agreement, you authorize Truewind or its payment processor to initiate entries to your business bank checking accounts on file with Truewind for payment of amounts owed (including Renewal Terms). If necessary, adjustments may be made for transactions credited or debited in error. Truewind may suspend the provision of Services if your account is past due. Unless stated otherwise in Section 4, all payments are non-refundable and non-creditable.
5. Term and Termination
5.1. Initial Term
This agreement becomes effective on the date you sign an Order Form or otherwise agree to these terms (e.g., by clicking through an online agreement) (referred to as the "Effective Date"). Your initial subscription term will begin on the subscription start date and continue for the duration specified on your Order Form (referred to as the "Initial Term") unless terminated earlier.
5.2. Automatic Renewal
Upon the end of the Initial Term and any Renewal Term, your subscription will automatically renew for the same duration as the Initial Term at Truewind's current price, unless you provide us with notice (via email@example.com) at least: (a) seven (7) days before monthly or quarterly subscriptions expire, or (b) thirty (30) days before annual subscriptions expire. If Truewind increases subscription fees upon renewal, we will provide you with thirty (30) days' advance notice to the email address associated with your account. If you do not terminate your subscription within the specified notice period, you agree to pay the increased subscription fee.
5.3. Termination by Truewind
We may terminate your subscription at any time by providing notice to your email address on file. If we terminate your subscription for reasons other than your violation of Section 1.4 (Unauthorized Use of Services) or material breach of this agreement, we will refund prepaid fees for unelapsed months of the Services.
5.4. Effect of Termination or Expiration of Subscription
If your subscription ends, we will make efforts to transfer the "master administrator" status for the Intuit Quickbooks Online account maintained by Truewind to you. This allows you to either maintain the subscription with Intuit or export your data.
Sections 3, 5.4, 6, and 8-12 of this agreement will survive the termination or expiration of this agreement.
6. Intellectual Property
You retain all intellectual property rights in your data. Truewind retains all intellectual property rights in the Services. By using the Services, you grant Truewind a limited license to use your data for the purpose of providing, protecting, and improving the Services. Truewind may retain anonymized, de-identified, and aggregated data for research and development purposes, protected by appropriate safeguards. If you provide feedback or suggestions about the Services ("Feedback"), we may use that information without any obligation to you, and you assign all right, title, and interest in the Feedback to Truewind.
7. Using Truewind Services on Behalf of Others
If you use the Services on behalf of another individual or entity, you represent and warrant that you have the necessary authorizations and rights to do so.
8. Warranty Disclaimer
To the fullest extent permitted by law, Truewind, its affiliates, and its suppliers and distributors (collectively referred to as "Truewind Entities") make no warranties, whether express or implied, about the Services. The Services are provided "as is." Truewind Entities do not guarantee that the Services will meet your needs or expectations, be timely, secure, uninterrupted, error-free, or that the results obtained from the Services will be accurate or reliable. We also disclaim any warranties of merchantability, fitness for a particular purpose, and non-infringement. If applicable law allows, any implied warranties are limited to 60 days from the date of purchase or delivery of the Service, whichever is sooner. The Truewind Entities disclaim any representations or warranties that your use of the Services will ensure compliance with any legal obligations, laws, or regulations.
9. Limitation of Liability
To the maximum extent permitted by applicable law, the total liability of the Truewind Entities for all claims relating to the Services and this agreement is limited to the amount you paid for the Services during the twelve (12) months preceding such claim or one hundred US dollars ($100), whichever is greater. Subject to applicable law, the Truewind Entities are not liable for: (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 the Truewind Entities were advised of the possibility of such damages. This agreement represents the Truewind Entities' entire liability and your exclusive remedy regarding the Services and their use.
You agree to defend and indemnify the Truewind Entities from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs, and expenses (including attorneys' fees) arising from or related to: (a) your use of the Services (excluding Truewind's willful misconduct or gross negligence), (b) your violation of this agreement, (c) any content, information, or materials you provide, or (d) any infringement of intellectual property or other rights by you or any third party using your account or identity in the Services. We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you will assist and cooperate with us in asserting any available defenses.
11. Disputes; Class-Action Waiver
11.1. Judicial Forum for Disputes
Except as outlined in Section 11.5 (Arbitration), any claims related to these terms or the Services must be brought exclusively in the federal or state courts of San Francisco County, California, subject to the mandatory arbitration provisions below. Both you and Truewind consent to the jurisdiction and venue of these courts.
11.2. Notice of Disputes
If you have a dispute with Truewind, you must promptly send written notice to: Truewind Technologies, Inc., PO Box 7253 #81023, San Francisco, California 94120.
11.3. Governing Law
This agreement and all claims between the parties are governed by the laws of California, excluding its conflict of laws rules.
11.4. Informal Resolution
Before filing a claim, you and Truewind agree to attempt to resolve the dispute by contacting the other party through the notice procedures described in Section 11.2 (Notice of Disputes). If the dispute remains unresolved for thirty days after notice, either party may initiate a formal proceeding.
Except as specified below, you and Truewind agree to resolve any claims related to this agreement or the Services through final and binding arbitration. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will take place in San Francisco, California, or any other mutually agreed location.
11.6. Exception to Arbitration
Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without engaging in the informal dispute resolution process described above.
11.7. No Class Actions
You may only resolve disputes with Truewind Entities related to the Services on an individual basis and may not bring a claim as a class, consolidated, or representative action.
11.8. 30-Day Opt-Out Period
If you do not wish to be bound by the arbitration provisions (including the waiver of class and representative claims), you must notify us by emailing firstname.lastname@example.org within 30 days after the first acceptance date of any version of this agreement containing an arbitration provision (unless a longer period is required by applicable law). Opting out of arbitration does not affect any previous arbitration agreement between us.
11.9. Future Changes to Dispute Resolution Agreement
If Truewind makes changes to this Section 11 (except Section 11.2), you may reject those changes by notifying us through the procedure outlined in Section 11.8 (30-Day Opt-Out Period) within 30 days of the change. Rejecting future changes is not necessary if you have properly opted out of arbitration as required by Section 11.8.
12.1. Updates to this Agreement
Truewind may make non-material changes to these terms without notice. However, we will provide advance notice of any material changes. Material changes will become effective 30 days after notice is given or on the stated effective date of the new terms, whichever is later. If a new version of these terms negatively impacts you, you may object to the change by notifying us (via email@example.com) within 30 days after receiving notice. In such cases, the previous terms will apply until the end of your current Initial Term or Renewal Term, after which you will be governed by the changed terms. Changes related to new features or legal requirements become effective immediately upon notice.
If any provision in this agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, it will not affect the validity, legality, or enforceability of the remaining provisions.
You may not assign this agreement or your rights and obligations under it, in whole or in part. Any such assignment is void. Truewind may freely assign this agreement or its rights and obligations under it, in whole or in part.
12.4. Electronic Notices
We will communicate with you via email or through the Services' user interface. It is your responsibility to keep your Services account email address up-to-date to receive electronic communications from us.
12.5. Entire Agreement; Amendments
This agreement, together with your Order Form, constitutes the entire agreement between you and Truewind regarding its subject matter and supersedes any prior agreements, discussions, negotiations, or offers. Any amendments to this agreement must be in writing, explicitly state that they amend the agreement, and be signed by both parties.
12.6. Order of Precedence; Headings
If there is a conflict between this agreement and an Order Form, the terms of the Order Form will govern. Headings in this agreement are for informational purposes only.
12.7. Third-Party Beneficiaries
Sections 8-10 (inclusive) of this agreement are intended to benefit Truewind's Affiliates, suppliers, and distributors. Except for those sections, there are no third-party beneficiaries to these terms.
The following definitions apply to this agreement:
"Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Confidential Information" refers to information disclosed by one party (or its Affiliate) to the other party under this agreement, marked as confidential or reasonably considered confidential. Your Customer Data is considered your Confidential Information. Confidential Information does not include information independently developed by the recipient, shared by a third party without confidentiality obligations, or publicly available.
"Control" means having more than 50% voting rights or equity interests in a party.
"Customer Data" refers to data submitted, stored, sent, or received by you through the Services.
"Delegates" means employees, Affiliates, agents, and professional advisors.
"including" means including, without limitation.
"Legal Process" refers to requests made under law, court orders, subpoenas, warrants, or other valid legal procedures.
"Order Form" refers to the document or web page for ordering the Services.
"Truewind," "we," or "us" refers to Truewind Technologies, Inc.