Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ClientDocs ("Company," "we," "us," or "our") concerning your access to and use of the ClientDocs service (the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, you do not have permission to access the Service.

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

2. Description of Service

ClientDocs is a software-as-a-service (SaaS) platform designed for accounting firms and similar professional service providers to:

• Request documents from clients via customizable checklists
• Generate secure upload links for clients to submit documents
• Send automated reminder emails for incomplete document submissions
• Store, organize, and download client-submitted documents
• Manage client relationships and document collection workflows

The Service is provided on a subscription basis with specific usage limits as outlined in Section 6.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an account by providing accurate, current, and complete information. You may register using:

• Email address and password
• Google OAuth authentication

3.2 Account Responsibility

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring your account information remains accurate and up-to-date

3.3 Firm Account

When you create an account, you establish a "Firm" account. The first user to register becomes the account owner. You may invite one (1) additional user to your Firm, for a maximum of two (2) total users per Firm account.

4. Subscription Plans and Billing

4.1 Subscription Plans

The Service offers the following subscription plans:

• Monthly Plan: $25 USD per month, billed monthly
• Yearly Plan: $216 USD per year, billed yearly (equivalent to $18/month)

Pricing is subject to change with 30 days' notice. Price changes will not affect your current subscription period but will apply upon renewal.

4.2 Billing and Payment

• All payments are processed securely through Stripe, our third-party payment processor
• You must provide valid payment information to subscribe to the Service
• Subscriptions automatically renew at the end of each billing period unless cancelled
• You authorize us to charge your payment method for all fees incurred
• All fees are non-refundable except as required by law or as expressly stated in these Terms

4.3 Free Trial

We may offer a free trial period at our discretion. If you do not cancel before the trial period ends, you will be automatically charged for your selected subscription plan.

4.4 Failed Payments

If payment fails, your account will be suspended until payment is successfully processed. After 30 days of non-payment, we reserve the right to terminate your account and delete your data.

4.5 Cancellation and Refunds

• You may cancel your subscription at any time through your account settings
• Cancellation takes effect at the end of the current billing period
• You will retain access to the Service until the end of your paid period
• No refunds or credits will be provided for partial subscription periods
• Annual subscriptions are non-refundable after the first 30 days

5. Active Subscription Requirement

An active, paid subscription is required to use the Service. Without an active subscription, you cannot:

• Create or modify clients
• Create or send checklists
• Upload files
• Send invitations to team members

Read-only access to existing data may be available for a limited time after subscription expiration, but we do not guarantee data retention for inactive accounts beyond 30 days.

6. Usage Limits

The Service is subject to the following hard limits per Firm account:

These limits are enforced at the application level and cannot be exceeded. If you require higher limits, please contact us to discuss enterprise pricing options.

Archived clients do not count toward the 100 active client limit, but their files still count toward storage usage.

7. Acceptable Use Policy

7.1 Permitted Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. The Service is intended for professional use by accounting firms, tax professionals, bookkeepers, and similar service providers.

7.2 Prohibited Activities

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Upload malicious code, viruses, or any harmful software
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers
• Use automated scripts or bots to access the Service without permission
• Reverse engineer, decompile, or disassemble any part of the Service
• Remove or obscure any proprietary notices or labels
• Resell, sublicense, or redistribute the Service to third parties
• Use the Service to store or transmit illegal content
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest personal information from other users
• Send spam, phishing emails, or other unsolicited communications
• Exceed the usage limits outlined in Section 6

8. User Content and Data

8.1 Your Content

"User Content" means any data, information, documents, files, client information, or other content that you or your clients upload, submit, or transmit through the Service.

8.2 Ownership

You retain all ownership rights to your User Content. We do not claim any ownership over your User Content. These Terms do not grant us any rights to your User Content except as necessary to provide the Service.

8.3 License to Us

By uploading User Content, you grant us a limited, non-exclusive, royalty-free, worldwide license to use, store, process, and transmit your User Content solely for the purpose of providing and improving the Service. This license terminates when you delete your User Content or close your account.

8.4 Your Responsibilities

You are solely responsible for:

• The accuracy, legality, and appropriateness of your User Content
• Obtaining all necessary rights, permissions, and consents to upload User Content
• Ensuring your use of the Service complies with all applicable laws and regulations
• Maintaining backups of your User Content

8.5 Prohibited Content

You may not upload User Content that:

• Is illegal, fraudulent, defamatory, or harmful
• Infringes intellectual property rights or privacy rights
• Contains viruses, malware, or malicious code
• Contains child sexual abuse material or exploitative content
• Violates export control laws

8.6 Data Backup and Loss

While we implement regular backups and security measures, you are responsible for maintaining your own backups of User Content. We are not liable for any loss, corruption, or deletion of User Content.

9. Intellectual Property Rights

9.1 Our Intellectual Property

The Service, including its design, features, functionality, code, graphics, user interface, and all related intellectual property, is owned by ClientDocs and is protected by copyright, trademark, and other intellectual property laws.

9.2 Limited License to You

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription period.

9.3 Trademarks

"ClientDocs" and related logos are trademarks of ClientDocs. You may not use our trademarks without our prior written permission.

9.4 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without compensation or attribution.

10. Service Availability and Modifications

10.1 Service Availability

We strive to provide reliable Service availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance (we will provide advance notice when possible)
• Emergency maintenance or security updates
• Third-party service provider outages
• Events beyond our reasonable control

10.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

11. Third-Party Services

The Service integrates with third-party services including Stripe (payments), AWS S3 (storage), Supabase (database), Resend (email), and Google (authentication). Your use of these services is subject to their respective terms and conditions and privacy policies.

We are not responsible for the availability, performance, or practices of third-party services. Any issues with third-party services should be directed to those providers.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF RESULTS OR CONTENT
• WARRANTIES THAT DEFECTS WILL BE CORRECTED

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLIENTDOCS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL
• ANY DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
• ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA
• ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE
• ANY OTHER MATTER RELATING TO THE SERVICE

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100 USD), WHICHEVER IS GREATER.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

14. Indemnification

You agree to defend, indemnify, and hold harmless ClientDocs, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your User Content
• Your violation of any applicable laws or regulations

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

15. Termination

15.1 Termination by You

You may terminate your account at any time by canceling your subscription through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period.

15.2 Termination by Us

We may suspend or terminate your account immediately, without prior notice, if:

• You violate these Terms or our Acceptable Use Policy
• Your payment fails and is not resolved within 30 days
• We are required to do so by law
• We believe your actions may harm us, other users, or third parties
• You engage in fraudulent, abusive, or illegal activity

15.3 Effect of Termination

Upon termination:

• Your right to access and use the Service immediately ceases
• We will delete your User Content within 30 days unless legally required to retain it
• You remain liable for all charges incurred prior to termination
• No refunds will be provided for unused subscription time

Sections that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnity obligations, and limitations of liability.

16. Dispute Resolution

16.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@clientdocs.com to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith for at least 30 days.

16.2 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

Arbitration terms:

• Arbitration will be conducted by a single arbitrator
• Arbitration will take place in Delaware, United States
• The arbitrator's decision will be final and binding
• Each party will bear its own costs and fees
• Judgment on the award may be entered in any court of competent jurisdiction

16.3 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING.

16.4 Exceptions

Either party may seek injunctive or other equitable relief in court to protect intellectual property rights without first engaging in arbitration.

17. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Subject to the arbitration provisions in Section 16, the courts of Delaware shall have exclusive jurisdiction over any disputes that are not subject to arbitration.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and ClientDocs regarding the Service and supersede all prior agreements and understandings.

18.2 Amendments

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Updating the "Last Updated" date
• Sending an email notification
• Posting a notice on the Service

Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

18.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to reflect the parties' intention as closely as possible.

18.4 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

18.5 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

18.6 Force Majeure

We will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, or government actions.

18.7 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations. You represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist-supporting" country.

18.8 U.S. Government Users

If you are a U.S. government entity, the Service is a "commercial item" as defined in FAR 2.101 and is provided with only those rights as are granted to all other users under these Terms.

18.9 Language

These Terms are written in English. Any translated versions are provided for convenience only. In the event of any conflict, the English version prevails.

19. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

20. Acknowledgment

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.