Terms of Service

1. Acceptance of Terms

By accessing or using Noah's Accounting ("the Service"), operated by Noah's Accounting ("we", "us", "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Service.

2. Description of Service

Noah's Accounting is a human-verified bookkeeping and accounting service that provides:

• Receipt & Invoice Parsing — Automated extraction of financial data from receipts and invoices uploaded via the dashboard.
• Journal Entry Generation & Verification — System-generated double-entry bookkeeping suggestions, which are personally reviewed by a human professional before finalization.
• QuickBooks Online Integration — Synchronization of verified journal entries to your QBO account.
• Financial Reporting — Real-time dashboards including Profit & Loss, Balance Sheet, Cash Flow Statement, and cash runway analysis based on connected QBO data.
• Multi-language Support — Receipt parsing in multiple languages including Korean, Japanese, Chinese, English, and European languages.

3. Account Registration & Security

3.1 Eligibility

You must be at least 18 years old and have legal capacity to enter into these Terms. By registering, you represent that you are a business owner or authorized representative.

3.2 Account Security

• You are responsible for maintaining the confidentiality of your login credentials.
• You must notify us immediately of any unauthorized access to your account.
• We are not liable for losses arising from compromised credentials.

3.3 Business Verification

We reserve the right to require identity verification or business documentation before activating certain features of your account to prevent fraud.

4. Service Scope, Limitations & Exclusions

4.1 What We Provide

• Monthly bookkeeping services where transactions are processed and a human reviewer verifies them.
• Integration with QuickBooks Online via authorized connections.
• Dashboard access for monitoring your financial data.

4.2 Client-Provided Data Responsibility

You are solely responsible for the accuracy, completeness, and legality of all documents, receipts, and financial data submitted to the Service. Outputs are only as reliable as the inputs provided. Noah's Accounting is not liable for bookkeeping errors resulting from inaccurate, illegible, incomplete, forged, or unauthorized source documents.

4.3 What We Do NOT Provide (Disclaimers of Professional Services)

• No CPA Services: Our Service is not a substitute for professional tax, legal, or investment advice. We do not provide Certified Public Accountant (CPA) services.
• No Tax Advisory or Tax Filing: We do not provide tax counsel, tax preparation, or tax filing.
• No Audit or Assurance: Our reports are not audited financial statements and do not constitute formal audit opinions.
• No Fiduciary Duty: Nothing in these Terms creates a fiduciary relationship between you and Noah's Accounting. We are a technology-enabled service provider, not your legal fiduciary or financial advisor.

5. Your Data & QuickBooks Online (QBO)

5.1 QBO Authorization

Connecting your QuickBooks Online account requires your explicit OAuth authorization. We access only the minimum data necessary to provide the Service. You may revoke QBO access at any time through your QBO settings.

5.2 Third-Party Services Disclaimer

The Service relies heavily on integration with QuickBooks Online (provided by Intuit Inc.). We are not responsible or liable for:

• The availability, security, server outages, or changes of QuickBooks Online.
• Any corruption of data or loss of access occurring within the QBO platform itself.

5.3 Bookkeeping Accuracy & Error Correction Commitment

• Journal entries are automatically posted to your QuickBooks Online account and displayed as "AI Pending" on your dashboard. A human professional reviews and verifies each entry after posting. You may approve or reject any entry from your dashboard.
• Our Commitment: If you or your CPA identify any categorization or bookkeeping error made by us, notify us at [email protected]. We will investigate and correct the entry in your QBO account at no additional charge.
• Exclusive Remedy & Liability Exclusion: Correction of the erroneous entries is your sole and exclusive remedy for any bookkeeping errors. We explicitly disclaim any liability for, and will not compensate you for, any tax penalties, IRS fines, interest charges, business disruptions, or any other financial losses or liabilities resulting from bookkeeping errors or omissions.

6. Intellectual Property

6.1 Our Rights

The Service, including its software, algorithms, dashboard design, and documentation, is owned by Noah's Accounting and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Service for your internal business operations during your active subscription.

6.2 Your Rights

You retain full ownership of your financial data, documents, and business information submitted to the Service.

7. Payment & Billing

7.1 Subscription Fees

Fees are charged on a monthly basis as selected during signup. Payments are processed through Upwork's escrow system via project milestones. Each monthly milestone is funded in advance and released upon service delivery. We reserve the right to adjust pricing with 30 days' advance notice.

7.2 Refund Policy

• You may cancel your subscription at any time by not funding the next monthly milestone.
• Refunds for escrowed milestones follow Upwork's refund and dispute resolution policy.
• No partial refunds for unused portions of a billing period.

8. Confidentiality

8.1 Confidential Information

We treat your financial data as confidential. We will not disclose it to third parties except:

• As required by law, regulation, or legal process.
• With your explicit consent.
• To verified service providers who assist in operating the Service under equivalent confidentiality obligations.

8.2 Client Confidentiality

You agree not to disclose proprietary, non-public technical information about our Service that is explicitly marked as confidential.

9. Disclaimers of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

NOAH'S ACCOUNTING MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT THE PARSING ENGINE WILL RECOGNIZE 100% OF SUBMITTED DOCUMENTS WITH PERFECT ACCURACY.

10. Limitation of Liability

10.1 Direct Damages Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

10.2 Exclusion of Indirect Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR COSTS OF PROFESSIONAL TAX OR ACCOUNTING CORRECTION SERVICES.

11. Indemnification

You agree to indemnify and hold harmless Noah's Accounting and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from your submission of inaccurate, fraudulent, or unauthorized documents, or your violation of these Terms.

12. Data Retention & Deletion

• Financial data and documents are retained for the duration of your active subscription.
• After cancellation, data is retained for 90 days to allow for reactivation. After 90 days, all data is permanently deleted unless a legal hold applies.

13. Termination

We may suspend or terminate your account if you violate these Terms, or if your account remains inactive for more than 12 consecutive months. Upon termination, QBO integration is disconnected, and data retention rules under Section 12 apply.

14. Dispute Resolution & Class Action Waiver

14.1 Governing Law

These Terms 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 principles.

14.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted online or telephonically, and the language of the arbitration shall be English.

14.3 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST US.

15. Miscellaneous

15.1 Force Majeure

We are not liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to natural disasters, war, internet disruptions, power outages, cyberattacks, government actions, or third-party service failures (such as Intuit/QBO or Google Cloud outages).

15.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.