Terms and Conditions

1. Legal Compliance

As a user of our services, you agree to comply with all applicable laws, regulations, and industry standards. This includes but is not limited to:

• • Federal, state, and local tax laws and regulations
• • Financial reporting standards and requirements
• • Anti-money laundering and fraud prevention regulations
• • Data protection and privacy laws
• • Business licensing and operational requirements in your jurisdiction

2. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• • Providing false, misleading, or inaccurate information to Numeraire
• • Using our services to facilitate illegal activities or financial fraud
• • Attempting to circumvent tax obligations or reporting requirements
• • Sharing your account access with unauthorized third parties
• • Reverse engineering, copying, or redistributing our proprietary materials

3. Content Guidelines

You are responsible for ensuring that all financial records, documents, and information you provide to us are accurate, complete, and legally obtained. You must not provide us with any content that infringes intellectual property rights, contains malicious code, or violates any laws or regulations.

4. Age Requirements

Our services are intended for use by individuals who are at least 18 years of age or the age of majority in their jurisdiction. By using our services, you represent and warrant that you meet these age requirements and have the legal capacity to enter into this agreement.

5. Indemnification

You agree to indemnify, defend, and hold harmless Numeraire, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses arising from your use of our services, your violation of these terms, or your violation of any rights of another party. This obligation survives termination of your service agreement.

6. Privacy and Data Protection

You acknowledge that you have read and understood our Privacy Policy, which describes how we collect, use, and protect your personal information. You agree to our data handling practices as outlined in that policy. You are responsible for ensuring that you have the necessary rights and permissions to share any third-party data with us.

7. Cooperation with Authorities

You acknowledge that we may be required to cooperate with law enforcement, regulatory agencies, or other government authorities. We reserve the right to disclose your information when required by law or when we believe in good faith that such disclosure is necessary to comply with legal obligations or protect our rights.

8. Disclaimer of Warranties

Our services are provided on an "as is" and "as available" basis. While we strive to provide accurate and reliable services, we make no warranties or representations about:

• • The accuracy, completeness, or timeliness of our services or information
• • The uninterrupted or error-free operation of our website or services
• • The results that may be obtained from using our services
• • The quality, reliability, or suitability of our services for any particular purpose

We disclaim all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

To the maximum extent permitted by law, Numeraire shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of our services. This includes but is not limited to:

• • Loss of profits, revenue, or business opportunities
• • Loss of data or information
• • Business interruption or operational delays
• • Reputational damage or goodwill loss

Our total liability for any claims arising from or related to our services shall not exceed the amount you paid to us in the twelve months preceding the claim.

10. Professional Advice Disclaimer

While we provide professional bookkeeping and accounting services, the information and guidance we provide should not be construed as legal, investment, or comprehensive financial advice. We encourage you to consult with appropriate legal, tax, and financial professionals for matters outside the scope of our services.

11. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these terms due to circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, pandemics, wars, strikes, internet service failures, or other events of force majeure.

12. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law principles. Any legal action or proceeding arising from these terms shall be subject to the exclusive jurisdiction of the courts located in Travis County, Texas.

13. Dispute Resolution Procedures

In the event of any dispute arising from these terms or our services, the parties agree to first attempt to resolve the matter through good faith negotiations. If the dispute cannot be resolved through negotiation within 30 days, the parties may pursue the following options:

• • Mediation conducted by a mutually agreed-upon neutral mediator
• • Binding arbitration in accordance with the rules of the American Arbitration Association
• • Litigation in the appropriate courts as specified in the governing law clause

14. Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

15. Entire Agreement

These Terms and Conditions, together with our Privacy Policy, Cookie Policy, and any service agreements you enter into with us, constitute the entire agreement between you and Numeraire regarding your use of our services. These terms supersede all prior agreements, understandings, and communications, whether written or oral.

16. Modification of Terms

We reserve the right to modify these Terms and Conditions at any time. We will notify you of material changes by posting an updated version on our website with a new effective date. Your continued use of our services after such modifications constitutes your acceptance of the updated terms. If you do not agree to the modifications, you must discontinue use of our services.

17. Waiver

Our failure to enforce any right or provision of these terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Numeraire to be effective.

18. Assignment

You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations under these terms to any successor entity in the event of a merger, acquisition, or sale of assets.