Subscription Agreement
This Subscription Agreement (these “Terms”) governs your paid use of bookkeeping, accounting, tax, CFO, controller, and related services provided by Otterz, Inc. (“Otterz,” “we,” “us,” or “our”).
By signing an order form, clicking to accept online, or using the Services on behalf of a company or other entity, you represent that you have authority to bind that entity to this Agreement. If you lack such authority, you agree that you are personally bound by this Agreement.
Please read these Terms carefully. Among other things, they contain a binding arbitration provision and a waiver of class actions.
1. Services
1.1 Our bookkeeping services
“We” in these Terms means the Otterz entity listed on your order form or online checkout page.
Our bookkeeping services provide ongoing bookkeeping and financial organization for business and organizational clients where we maintain your accounting records using information you provide or authorize us to obtain. Unless we expressly agree in writing, bookkeeping services and any related communications are not legal, regulatory, tax, financial planning, investment, real estate, HR, or healthcare advice.
1.2 Year‑end and catch‑up work
If you remain a bookkeeping subscriber through the quarter following your fiscal year end, we may need to perform certain year‑end bookkeeping and closing activities during that period as part of your subscription. If you are not an active bookkeeping client for the quarter after your fiscal year end, we will not perform year‑end activities and will have no obligation or liability for any failure to perform year‑end procedures on your behalf.
1.3 Accounting platform
We typically use cloud accounting platforms (such as QuickBooks Online or Xero) to deliver our services. If you do not already have an account, you authorize us, if we elect to do so, to create and configure one for you. Your and our use of any third‑party platform is governed by that provider’s own terms of service and privacy policy, which you agree to by using the Services.
1.4 Primary bookkeeper
To provide accurate and efficient service, we expect to act as your primary bookkeeper. This means we will import, classify, and reconcile your financial transactions and other data in your general ledger and related systems. For example, we may:
Import and reconcile bank and credit card activity.
Categorize transactions to income, expense, and balance sheet accounts.
Sync data from payroll, commerce, or other systems you authorize.
If you or any third‑party provider makes changes to your books while we are engaged (for example, recategorizing or posting entries in ways that conflict with our work), we may need to re‑perform work, investigate discrepancies, or confirm balances. In those cases, in addition to any rights we have under law or this Agreement, we may, at our discretion:
Delay or reschedule deliverables that rely on the affected data.
Charge our then‑current hourly rates for any extra remediation work.
Terminate your subscription on written notice, without refund of prepaid fees for unused months.
For clarity, this Section does not prevent you from issuing invoices, recording customer payments, processing vendor bills, or running payroll in your accounting system, so long as you do so in a reasonably consistent way and in accordance with any guidelines we provide.
1.5 Other service lines
Certain services (such as tax preparation, tax advisory, CFO or controller support, special projects, and consulting) may be subject to additional service‑specific terms referenced in your order form or on our site. Those service‑specific terms are incorporated into this Agreement and will govern to the extent they conflict with these Terms for that particular service.
1.6 Management responsibility
We provide the Services at the direction and for the benefit of your management. Your management remains solely responsible for:
All management decisions and internal policies.
Evaluating whether our deliverables and assumptions are reasonable.
Implementation of any recommendations or outputs we provide.
We may rely on instructions that we reasonably believe were given by you or your authorized representatives, regardless of form (email, in‑app message, written, or oral). You are responsible for the legality of all instructions you give us. We have no obligation to suggest additional services or identify all issues that may exist in your business.
Our deliverables (such as reports, models, budgets, schedules, and analyses) are prepared for your internal use unless expressly agreed otherwise. We are not required to independently verify the completeness or accuracy of information provided by you or third parties, and we do not commit to update deliverables for subsequent events unless your order form states otherwise. If you choose to share our deliverables with third parties, you must do so directly and at your own risk, and you agree to remove any references to Otterz if requested.
1.7 Your cooperation and information
Our ability to perform the Services depends on your timely cooperation. You agree to:
Provide accurate, complete, and good‑faith information, documents, and access to systems we reasonably request.
Provide timely responses and approvals.
Maintain appropriate internal access controls and approvals for your own people.
We are entitled to rely on the accuracy and completeness of information you or your vendors, advisors, and other third parties provide, without further investigation. Late, incomplete, or inaccurate information or access may delay deliverables, restrict what we can provide, or require additional fees. If our performance is prevented or delayed by you or your agents, we will not be in breach or liable for any resulting costs, delays, or losses.
1.8 Acceptable use
You will use the Services and any Otterz online tools only in accordance with applicable law and any acceptable use or similar policies we publish from time to time. We may suspend or terminate Services if we reasonably believe they are being used in violation of this Agreement, to commit fraud or illegal acts, or in a way that presents risk of harm or liability to us, our partners, you, or others.
1.9 Service changes
We may change, improve, or discontinue any aspect of the Services over time. We may add or remove features or functionality, or change how Services are delivered, provided that such changes do not materially violate your existing paid order during its current term, except as allowed by these Terms.
Because portions of the Services are provided by specific personnel, we retain the right to select and reassign personnel at our sole discretion.
1.10 No audit, legal, or investment services
Unless explicitly agreed in a separate engagement letter or addendum:
Otterz is not acting as a certified public accounting firm and does not perform audits, reviews, or other attestation services.
We do not issue audit opinions, assurance reports, or any reports intended for filing with regulators, lenders, or investors as audited or reviewed financial statements.
We do not provide legal advice, regulatory opinions, or investment recommendations.
Tax advice and tax return preparation are only provided under separate tax service terms.
You should consult your own licensed professionals (CPA, attorney, financial advisor, or other specialists) where such services are required.
1.11 Free or trial access
From time to time, we may offer free, discounted, or trial access to certain Services for evaluation purposes (“Trial Access”). Trial Access may be subject to additional terms presented at sign‑up, and in case of conflict those trial terms will control for the duration of the trial.
Unless stated otherwise:
Trial Access is available to new customers only and for the stated trial period.
We may require a valid payment method but will not charge subscription fees until the trial ends, as described at sign‑up.
Trial features may be limited or restricted compared to paid plans.
We may modify, suspend, or terminate any Trial Access at any time, without notice and without liability.
Services provided under Trial Access are offered “AS IS” and “AS AVAILABLE,” without warranties, and our total liability relating to Trial Access will not exceed one hundred dollars (US $100), to the extent that limitation is permitted by law.
2. Platform, data, and third‑party tools
2.1 Otterz portal and internal tools
To deliver the Services, we may provide your designated users (“Users”) with access to one or more web portals, dashboards, or other tools we control (collectively, the “Otterz Platform”). You are responsible for:
Keeping User logins and access credentials confidential.
Configuring roles, permissions, and approval workflows on your side.
Ensuring that your Users comply with this Agreement and applicable law.
We may also use internal software, automations, integrations, templates, and checklists developed by or for Otterz (collectively, “Internal Tools”) to provide Services efficiently. You agree to cooperate with us so we can use these Internal Tools and not intentionally interfere with their operation.
2.2 Data use
“Customer Data” means data you provide or authorize us to access for purposes of providing the Services, as well as outputs and reports we generate from that data for you.
As between you and Otterz, you own your Customer Data. You grant Otterz and our subcontractors a non‑exclusive, worldwide, royalty‑free license to use, reproduce, store, modify, and process Customer Data as reasonably necessary to:
Provide, secure, and support the Services and Otterz Platform.
Comply with law, legal process, and our regulatory obligations.
Maintain and improve our tools, processes, and quality.
We may create and use aggregated or de‑identified data sets derived from Customer Data that do not identify you or any individual, for purposes such as benchmarking, analytics, and service improvement.
2.3 Intellectual property
Except for any rights expressly granted to you in this Agreement, all intellectual property rights in and to the Otterz Platform, Internal Tools, know‑how, processes, and materials we use or develop remain exclusively owned by Otterz and our licensors.
During your active subscription, we grant you and your Users a limited, non‑exclusive, non‑transferable license to access and use the Otterz Platform solely to receive the Services for your internal business operations, subject to these Terms. All rights not expressly granted are reserved.
2.4 Third‑party services
The Otterz Platform and Services may integrate with or depend on third‑party products, services, or data sources (for example, banks, payment processors, HR tools, or accounting apps) (“Third‑Party Services”). You are solely responsible for:
Maintaining your own accounts and subscriptions with Third‑Party Services.
Reviewing and complying with their terms and privacy policies.
Providing instructions and approvals to permit us to access those services as needed.
We do not control and are not responsible for Third‑Party Services, and we do not guarantee their continued availability, quality, security, or suitability. If a Third‑Party Service limits or stops integration, we may modify or cease related features without liability or refund.
If we agree to procure certain Third‑Party Services on your behalf (for example, an accounting software subscription), you agree to reimburse us for such costs and any related taxes or fees, as set out in your order form or subsequent invoices.
2.5 Credentials and access authority
If you provide us with login credentials, tokens, or similar information for Third‑Party Services (“Access Credentials”), you grant us permission and a limited agency authority to use those credentials solely to access such accounts, retrieve or transmit data, and configure integrations in order to perform the Services. You represent that you have full authority to grant this access.
We will store Access Credentials using commercially reasonable security measures and will only use them as described in this Agreement or as otherwise explicitly directed by you in writing.
2.6 Data storage and transfer
Customer Data and Access Credentials may be transmitted, stored, and processed in data centers and systems located in the United States or other countries where we or our service providers operate. By using the Services, you consent to this transfer and processing, subject to our reasonable security and privacy practices.
2.7 Feedback
If you provide feedback, ideas, or suggestions regarding the Services, the Otterz Platform, or Internal Tools (“Feedback”), we may use it for any lawful purpose without obligation or compensation to you. You grant Otterz a perpetual, irrevocable, worldwide, royalty‑free license to use and incorporate Feedback into our products and services.
3. Confidentiality
3.1 Definition
“Confidential Information” means non‑public information that one party (the “Disclosing Party”) discloses to the other (the “Receiving Party”) in connection with this Agreement and that is either marked as confidential or that a reasonable person would understand to be confidential under the circumstances. Customer Data and Access Credentials are your confidential Information. Our non‑public methodologies, Internal Tools, pricing, and product plans are our confidential Information.
Confidential Information does not include information that:
Is or becomes publicly available through no fault of the Receiving Party.
Was already lawfully known to the Receiving Party without confidentiality obligations.
Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
Is rightfully received from a third party without a duty of confidentiality.
3.2 Protection
The Receiving Party will:
Use the Disclosing Party’s confidential Information only to exercise its rights and perform its obligations under this Agreement.
Use reasonable care to protect it from unauthorized access, disclosure, or use.
Limit access to personnel, contractors, and professional advisors (“Delegates”) who need to know it for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those here.
The Receiving Party is responsible for its Delegates’ compliance with this Section.
3.3 Required disclosures
The Receiving Party may disclose confidential information as required by law, regulation, legal process, or government request (“Legal Process”), provided it takes reasonable steps (to the extent legally permitted) to notify the Disclosing Party in advance so that the Disclosing Party may seek protective measures. At the Disclosing Party’s expense, the Receiving Party will reasonably cooperate with efforts to limit or oppose such disclosure.
If you request that we, or if we are required in a matter to which we are not a named party, produce documents, personnel, or information related to the Services, you agree to reimburse us for our time at our then‑current hourly rates and for our reasonable third‑party costs (including attorneys’ fees) incurred in responding.
3.4 Injunctive relief
Unauthorised disclosure or use of confidential information may cause irreparable harm. The Disclosing Party is entitled, in addition to any other remedies, to seek temporary or permanent injunctive relief without the need to post a bond or prove actual damages.
3.5 Networks and infrastructure
The Services and Otterz Platform operate over the internet and through networks that are not fully under our control. Our confidentiality and security obligations apply to systems and networks within our control. We are not responsible for interception, loss, or alteration of data solely caused by third‑party networks, the public internet, or systems you control.
4. Fees and payment
4.1 Subscription fees and assumptions
Our subscription pricing is based on certain assumptions about your business (such as revenue, transaction volume, number of accounts, and complexity). You agree to provide accurate and complete information so we can determine appropriate pricing.
If information is incomplete, materially inaccurate, or materially changes, or if you request additional scope or services, we may propose revised fees or service levels. If we cannot agree on a revised subscription within a reasonable time, we may terminate or not renew the affected Services without liability, other than any required pro‑rated refund if we terminate for reasons unrelated to your breach.
Unless otherwise stated, recurring subscription fees and any pre‑purchased hourly or project blocks are billed in advance and are not carried over or credited to future periods.
4.2 Fee updates and scope changes
From time to time, we may adjust our pricing, usage tiers, or subscription models. If we increase your subscription fees or materially change your subscription’s included scope, Please note that Otterz may change its pricing at any time. These changes may take effect immediately, and no written notice is required. Your continued use of the Services after the effective date of the change constitutes your agreement to the updated fees and scope for renewal periods, unless you give timely non‑renewal notice under Section 5.
We may update our standard hourly rates for out‑of‑scope or as‑incurred services at any time, effective for future work.
4.3 Billing and payment
You authorize us (or our payment processor) to automatically charge your designated payment method (such as ACH or credit card) for all fees when due, including for renewals. You represent and warrant that any account used for payment is a business account and not primarily used for personal, family, or household purposes.
You agree to keep your billing information current and accurate. Fees are exclusive of applicable taxes, which you are responsible for unless we are expressly required by law to collect them.
We may suspend or limit the Services if any undisputed amount remains unpaid after the due date. Except as expressly stated in this Agreement, all payments are non‑refundable and non‑creditable.
If you fail to pay amounts due, you are responsible for our reasonable costs of collection, including attorneys’ fees, court costs, and third‑party collection expenses, in addition to the unpaid amounts.
5. Term; renewal; termination
5.1 Term
This Agreement takes effect on the date you first sign an order form, accept these Terms online, or begin using paid Services (the “Effective Date”). Each subscription’s initial term is as stated on the applicable order form or online checkout (the “Initial Term”).
5.2 Automatic renewal; non‑renewal
At the end of the Initial Term and each renewal term, your subscription will automatically renew for successive periods of the same length (each a “Renewal Term”) unless either party gives written non‑renewal notice:
At least seven (7) days before the end of the then‑current term for monthly or quarterly subscriptions; or
At least thirty (60) days before the end of the then‑current term for annual subscriptions.
5.3 Termination by Otterz
Otterz reserves the right to terminate this Agreement at any time, with or without cause, including for:
Non-payment
Misuse of services
Failure to provide documents
Fraud
Threatening behavior
Violation of Terms
Termination by Otterz is effective immediately and does not entitle the Client to a refund.
Clients may not terminate the agreement at any time at their discretion. If a client chooses to terminate early, they remain fully liable for the entire contract value.
5.4 Effect of termination
If your bookkeeping subscription ends and we control your accounting system subscription, we will reasonably cooperate to transfer administrative control of the accounting platform to you so you can maintain or export your data directly with the software vendor, subject to that vendor’s terms.
After termination, any assistance with data exports, responses to third‑party requests, or other support related to the terminated Services will be at our discretion and may be billed at our then‑current hourly rates. We do not guarantee that records and documents will remain available after termination; you are responsible for downloading and retaining necessary records during the engagement.
5.5 Survival
Any provisions that by their nature should survive termination will do so, including but not limited to Sections concerning data use, confidentiality, fees and payment obligations, IP ownership, limitations of liability, indemnities, dispute resolution, and general terms.
6. Non‑solicitation
You agree that, during the term of this Agreement and for twelve (12) months after it ends, you will not directly or indirectly solicit for hire or employ any Otterz employee or contractor who became known to you through the Services (“Covered Personnel”), except through general job advertisements not targeted at our personnel.
As a reasonable pre‑estimate of our recruiting and training costs and not as a penalty, if you hire or engage any Covered Personnel in violation of this Section, you agree to pay Otterz twenty‑five thousand U.S. dollars (US $25,000) per individual.
7. Warranties and disclaimers
7.1 Limited warranties
Each party represents that it has the power and authority to enter into this Agreement. We represent that we will provide the Services using commercially reasonable skill and care consistent with generally accepted practices for similar services.
7.2 No audit, assurance, or regulatory opinion
Unless expressly agreed in a separate written engagement that clearly states otherwise, you acknowledge and agree that:
We are not engaged to conduct an audit, review, compilation, or any attestation engagement in accordance with professional standards.
We will not express an opinion or any form of assurance on your financial statements or internal controls.
Our work is not designed to detect fraud, errors, or other irregularities, although we may inform you if we become aware of matters that, in our judgment, merit your attention.
7.3 General disclaimer
Except as expressly provided in these Terms, the Services, the Otterz Platform, and any related materials are provided “AS IS” and “AS AVAILABLE,” with all faults, and without warranty of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, we disclaim all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non‑infringement.
You are solely responsible for determining whether the Services and outputs are suitable for your purposes and for using your own professional judgment before relying on them.
8. Limitation of liability
To the fullest extent permitted by law:
Neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, loss of data, or business interruption, even if advised of the possibility of such damages.
Each party’s total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees you paid to Otterz for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.
These limitations do not apply to your payment obligations or to your indemnity obligations to us.
Some jurisdictions do not allow certain liability limitations or exclusions; in such cases, these limitations apply to the maximum extent permitted by applicable law.
9. Indemnification
9.1 Your indemnity
You will defend, indemnify, and hold harmless Otterz, its affiliates, and their officers, directors, employees, and agents from and against any third‑party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:
Your use of the Services (except to the extent caused directly by our gross negligence or willful misconduct).
Your breach of this Agreement.
Any content, data, or materials you provide, or instructions you give us.
Your violation of any third‑party right, including privacy and intellectual property rights.
9.2 Indemnification procedure
The indemnified party will promptly notify the indemnifying party of any claim subject to indemnification, allow the indemnifying party to control the defense and settlement of the claim, and cooperate reasonably at the indemnifying party’s expense. The indemnifying party may not settle any claim that imposes an admission of liability, non‑monetary obligations, or injunctive relief on the indemnified party without the indemnified party’s prior written consent.
10. Dispute resolution
10.1 Governing law
This Agreement and any disputes arising out of or relating to it will be governed by the laws of the State of New Jersey, together with applicable U.S. federal law, without regard to conflict‑of‑law rules.
10.2 Informal resolution
Before starting any formal dispute proceeding, each party agrees to attempt in good faith to resolve the dispute by providing written notice to the other party describing the issue, and allowing thirty (30) days for discussion and resolution.
10.3 Arbitration and no class actions
Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the Otterz Platform will be resolved exclusively by final and binding arbitration on an individual basis, administered by a recognized arbitration provider under its commercial rules. The arbitration will be conducted in English, in a U.S. location reasonably designated by Otterz, unless the parties agree otherwise.
You and Otterz agree that:
Each may bring claims only in their individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.
The arbitrator may not consolidate more than one person’s claims or otherwise preside over any form of class or representative proceeding.
Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property, without first engaging in arbitration.
11. General terms
11.1 Changes to these Terms
We may update these Terms from time to time. For material changes that affect your active paid subscriptions, we will provide notice (for example, by email or through the Otterz Platform). If you continue using the Services after the effective date of updated Terms, you agree to the changes. If a change materially and adversely affects you and you do not agree, you may notify us in writing within thirty (30) days of receiving notice; in that case, the prior version will continue to apply to your then‑current subscription term, and any renewal will be under the updated Terms.
11.2 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
11.3 Assignment
You may not assign or transfer this Agreement, or any rights or obligations under it, without our prior written consent, and any attempted assignment without consent is void. We may assign this Agreement (in whole or in part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets, without your consent.
11.4 Notices
Notices to you may be given by email to the contact address associated with your account or as otherwise set forth in an order form. Notices to Otterz must be sent to the physical or email address we specify on our website or your order form. Notices are deemed given when received or, in the case of email, when sent, provided no delivery failure notice is received.
11.5 Entire agreement; order of precedence
This Agreement (including all order forms and any incorporated service‑specific terms or policies) forms the entire agreement between you and Otterz regarding the Services and supersedes all prior or contemporaneous agreements, proposals, or understandings, whether written or oral. In case of conflict, the order of precedence is: (1) the applicable order form; (2) any applicable service‑specific terms; and (3) these Terms.
11.6 Third‑party beneficiaries
There are no third‑party beneficiaries to this Agreement, except that our affiliates and licensors may enforce provisions that expressly confer rights on them.
11.7 Independent contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. You will not represent that we are your employee or legal representative.
11.8 Compliance and export
You represent that you are not on any U.S. government list of prohibited or restricted parties. You will not permit any user to access or use the Services in violation of U.S. export control or sanctions laws.
11.9 No unfair competition
You may not use the Services, the Otterz Platform, or our materials to create a competing service or to benchmark non‑Otterz products or services.
11.10 Waiver
A party’s failure or delay to exercise a right under this Agreement will not operate as a waiver. Any waiver must be in writing and signed by the waiving party.
11.11 Force majeure
Neither party will be liable for failure or delay in performance (except payment obligations) due to events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government actions, or widespread internet outages.
11.12 Typographical errors
If a Service is listed at an obviously incorrect price due to a typographical or technical error, we reserve the right to cancel the applicable order and promptly refund any amount you paid for that order.