Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the services provided by Pinstripe Business Services LLC ("Company," "we," "us," or "our"), you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must immediately discontinue use of our services. These Terms apply to all users of our services, including without limitation users who are browsers, customers, merchants, contributors, and/or suppliers.

2. Description of Services

2.1 Professional Services Offered

Pinstripe Business Services LLC provides comprehensive business support services, including but not limited to:

• Bookkeeping Services: QuickBooks Online setup, maintenance, financial reporting, reconciliation, and payroll-related bookkeeping support
• Business Consulting: Strategic planning, operations improvement, business analysis, and client advisory services
• Process Automation: Workflow optimization, system integration, and efficiency improvements
• Web Design and Development: Custom website creation, e-commerce solutions, and digital presence management
• Client Portal: Secure dashboard for document management, service requests, communications, and account management
• AI Chatbot: An automated conversational tool on our website designed to answer questions about our services
• Additional Services: As agreed upon in separate service agreements or statements of work

2.2 Service Limitations and Disclaimers

• We are not licensed Certified Public Accountants (CPAs) unless specifically stated in writing
• Tax preparation and tax advice services require engagement with qualified tax professionals
• Professional certifications (including QuickBooks ProAdvisor status and Intuit certifications) demonstrate platform knowledge and competency but do not constitute CPA, legal, or tax advisory qualifications
• Results, timelines, and outcomes may vary based on business complexity, client cooperation, and external factors
• All financial recommendations must be reviewed with your qualified tax advisor or CPA
• We do not provide legal advice and recommend consulting with qualified legal counsel for legal matters
• AI chatbot responses are informational only and should not be relied upon as professional advice. The chatbot may produce inaccurate or incomplete information.

3. Client Portal and Digital Services

3.1 Portal Access

Upon engagement, clients may receive access to our secure client portal. The portal provides tools for document management, service request submission, communication with our team, billing management, and account overview. Portal access is provided as part of your service agreement and is subject to these Terms.

3.2 Document Upload and Storage

You may upload documents through the client portal for service-related purposes. You are responsible for ensuring that any documents you upload do not violate third-party rights, contain malicious code, or include content that is illegal or harmful. We reserve the right to remove any uploaded content that violates these Terms.

3.3 Google Drive Integration

If you choose to connect your Google Drive account, you authorize us to access, sync, and back up specified files and folders as part of our document management services. You can disconnect this integration at any time through your account settings. We are not responsible for data loss resulting from changes to Google's services or API availability.

3.4 AI Chatbot

Our website chatbot is an AI-powered tool designed to answer general questions about our services. By using the chatbot, you acknowledge the following:

• Chatbot responses are generated by artificial intelligence and may not always be accurate, complete, or current
• The chatbot does not provide professional bookkeeping, accounting, legal, or tax advice
• Do not submit sensitive personal information, financial account numbers, Social Security numbers, or passwords through the chatbot
• Chatbot conversations may be logged and reviewed for quality improvement purposes
• The chatbot is subject to usage limits and may be temporarily unavailable
• We are not liable for any decisions or actions you take based on chatbot responses

4. Intellectual Property Rights

4.1 Company Intellectual Property

All content, materials, methods, processes, software, designs, trademarks, service marks, copyrights, and other intellectual property created, developed, or used by the Company remain the exclusive property of Pinstripe Business Services LLC. This includes but is not limited to:

• Proprietary business methodologies and frameworks
• Software applications, tools, client portal, and automation systems
• Website designs, templates, and custom development work
• Training materials, documentation, blog content, and knowledge base articles
• The Pinstripe Business Services brand, logo, and associated materials
• AI chatbot logic, knowledge base content, and response frameworks

4.2 Client Data and Materials

You retain ownership of all data, financial information, and materials you provide to us. By engaging our services, you grant us a limited, non-exclusive license to use your data solely for the purpose of providing agreed-upon services. We will not use your proprietary information for any other purpose without explicit written consent.

4.3 Work Product Ownership

Custom work products created specifically for your business (such as custom websites, branded materials, or client-specific automation) will be owned by you upon full payment. However, underlying methodologies, frameworks, and general processes remain our intellectual property.

5. User Obligations and Prohibited Uses

5.1 Client Responsibilities

To ensure quality service delivery and maintain our professional relationship, you agree to:

• Provide accurate, complete, and timely financial information and business data
• Maintain organized records and documentation as reasonably requested
• Respond to information requests within agreed timeframes (typically 72 hours for standard requests)
• Review all deliverables promptly and provide constructive feedback
• Maintain confidentiality of any proprietary methods, systems, or processes shared
• Pay all fees according to the agreed payment schedule
• Maintain the security of your portal account credentials and notify us immediately of any unauthorized access
• Notify us immediately of any changes that may affect service delivery

5.2 Prohibited Activities

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

• Reverse engineer, copy, or redistribute our proprietary methods or software
• Use our services for any illegal or unauthorized purpose
• Transmit any harmful code, viruses, or malicious software through our portal or services
• Attempt to gain unauthorized access to our systems, client data, or other users' accounts
• Share login credentials or account access with unauthorized parties
• Abuse, manipulate, or attempt to exploit the AI chatbot system (including prompt injection, extraction of system instructions, or excessive automated requests)
• Use our services to compete directly with our business offerings
• Upload fraudulent, illegal, or misleading documents through the client portal
• Violate any applicable federal, state, or local laws or regulations

6. Payment Terms and Billing

6.1 Payment Schedule and Methods

• Monthly Services: Billed in advance on the same date each month via automatic payment
• Project-Based Work: 50% deposit required before work commences, remainder due upon completion
• Consulting Services: Billed according to agreed hourly rates or project milestones
• Payment Methods: Credit card, ACH transfer, or other approved payment methods processed through Stripe

6.2 Late Payments and Collections

• Payment is due within 30 days of invoice date unless otherwise specified
• Late fees of 1.5% per month (18% annually) apply to overdue balances
• Services may be suspended after 10 days of non-payment
• Portal access may be restricted during periods of non-payment
• Account termination may occur after 30 days of non-payment
• You are responsible for all collection costs, including reasonable attorney fees

6.3 Referral Credits

If you participate in our referral program, credits earned are applied to future invoices as described in the referral program terms. Referral credits have no cash value, are non-transferable, and may expire as specified in the program terms. We reserve the right to modify or discontinue the referral program at any time with 30 days' notice.

6.4 Refund Policy

Refunds are considered on a case-by-case basis within 30 days of service commencement. Monthly service fees are non-refundable after services have been provided. Project-based work refunds are subject to work completed and expenses incurred. All refund requests must be submitted in writing with detailed justification.

7. Limitation of Liability and Indemnification

7.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PINSTRIPE BUSINESS SERVICES LLC'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Professional Disclaimer

Our services are provided on a professional basis, but we make no guarantees regarding specific outcomes, timelines, or results. You acknowledge that business success depends on multiple factors beyond our control. You are responsible for reviewing all work product and making final business decisions based on your own judgment and consultation with appropriate professional advisors.

7.3 AI and Automated Tools Disclaimer

AI-powered features (including our chatbot) are provided "as is" without warranty of accuracy, completeness, or fitness for a particular purpose. We are not liable for any losses, damages, or decisions made based on information provided by AI-powered tools. AI-generated responses do not constitute professional advice.

7.4 Third-Party Integration Disclaimer

We are not responsible for the availability, accuracy, or performance of third-party services integrated with our platform (including but not limited to Google Drive, QuickBooks, and Stripe). Changes to third-party APIs, terms of service, or service availability may affect our ability to provide certain features. We will make reasonable efforts to notify you of such changes.

7.5 Indemnification

You agree to indemnify, defend, and hold harmless Pinstripe Business Services LLC, its officers, directors, employees, and agents from any claims, damages, losses, costs, or expenses (including reasonable attorney fees) arising from your use of our services, violation of these Terms, or violation of any rights of a third party.

8. Confidentiality and Data Protection

8.1 Mutual Confidentiality

We maintain strict confidentiality regarding all client information, financial data, business operations, and strategic plans. This confidentiality obligation extends indefinitely beyond the termination of our service relationship. Similarly, you agree to maintain confidentiality regarding our proprietary methods, processes, and business information.

8.2 Data Security

We implement industry-standard security measures to protect your information, including SSL encryption, secure cloud storage, row-level security policies, role-based access controls, and regular security audits. However, you acknowledge that no security system is impenetrable and we cannot guarantee absolute security.

9. Service Availability and Modifications

9.1 Service Availability

We strive to provide consistent, reliable service but cannot guarantee uninterrupted access. Services, including the client portal and AI chatbot, may be temporarily unavailable due to maintenance, technical issues, or circumstances beyond our control. We will provide reasonable notice of planned maintenance when possible.

9.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with 30 days' written notice. This includes changes to portal features, AI chatbot functionality, and third-party integrations. We may also update these Terms periodically, with material changes requiring explicit acceptance or continued use constituting acceptance.

10. Account Management and Termination

10.1 Account Responsibilities

• You are responsible for maintaining the security of your account credentials
• Notify us immediately of any unauthorized access or security breaches
• Ensure all account information remains current and accurate
• You are liable for all activities that occur under your account, including portal actions and chatbot interactions

10.2 Termination Rights

Either party may terminate services with 30 days' written notice. We may terminate immediately for cause, including non-payment, breach of these Terms, or illegal activities. Upon termination:

• We will provide final deliverables and transfer all client data within 30 days
• Outstanding invoices remain due and payable
• Access to our portal, systems, and services will be revoked
• Uploaded documents will be available for download for 90 days after termination
• Google Drive integrations will be disconnected
• Referral credits not yet applied will be forfeited
• Confidentiality obligations survive termination indefinitely

11. Dispute Resolution and Governing Law

11.1 Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the state or federal courts located in New York, New York.

11.2 Dispute Resolution Process

Before pursuing formal legal action, parties agree to attempt resolution through:

1. Direct negotiation between the parties for 30 days
2. Mediation through a mutually agreed mediator for 60 days
3. Binding arbitration under the American Arbitration Association rules if the dispute would exceed $25,000

11.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy and any signed service agreements, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings.

12.2 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 the minimum extent necessary to make it valid and enforceable.

12.3 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms due to causes beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government regulations, pandemics, or disruptions to third-party services or internet infrastructure.

12.4 Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

13. Contact Information

For questions, concerns, or legal notices regarding these Terms of Service, please contact: