AG Grant, Inc. Terms of Service

These Terms of Service (“Terms”) govern the accounting and bookkeeping services provided by AG Grant, Inc., a Delaware corporation (“AG,” “we,” “us,” or “our”), to the client identified in the applicable Order Form (“Client,” “you,” or “your”). The Order Form(s), these Terms, any other documentation that refers to these Terms or that is incorporated by reference into these Terms, and all other terms and conditions agreed to in writing by you and us regarding the provision of the Services are collectively the “Agreement.” Each of AG and Client may be referred to as a “Party” to the Agreement or the “Parties.” “Order Form” means (i) the ordering document or website page that links to these terms and (ii) any other ordering document or workflow provided by us or on our behalf for ordering Services. “Order Form” expressly excludes any terms in your purchase order or other similar document provided by you in the ordering process.

1. Nature of Services

1.1 AG provides bookkeeping, accounting support, fractional CFO services, and related back-office services as described in the applicable Order Form (the “Services”).

1.2 You understand and agree that AG is not a public accounting firm and does not provide services that would require a license to practice public accounting. Our services do not include, and you will not rely on them for: audits, reviews, compilations, or attestation engagements, opinions on or related to financial statements, and/or other services that require a public accounting license to provide.

1.3 AG does not provide legal, investment (regulated or otherwise), regulatory, HR, compliance, or tax advice or services. Unless otherwise stated in an Order Form, any tax-related support we provide (such as coordinating with your CPA firm on annual returns) is limited to bookkeeping and data preparation functions and does not constitute tax return preparation. Where we provide payroll-related Services, AG facilitates and administers payroll through third-party providers but does not act as your payroll tax agent. Client remains responsible for the accuracy, timeliness, funding, and filing of all payroll, employment, and other tax obligations.

1.4 Our services cannot be relied upon to detect errors, fraud, irregularities, or illegal acts in your financial records. If we become aware of any such matters in the course of performing the Services, we will bring them to your attention, but we have no obligation to identify them. We are not responsible for notifying you of the need to prepare or file, or for actually preparing or filing, any notices, applications or documents of any kind to comply with any applicable laws and regulations, or for your compliance with any requirements to qualify or register in any state or other jurisdiction.

1.5 We and our employees and agents are independent consultants and have no fiduciary duties to you or your business in the way an officer or other fiduciary of your company would. As such, you agree not to misidentify or misclassify us or our employees or agents to any third party as your “CFO,” “Chief Financial Officer,” or other title implying an officer position. We will not act as a signatory for your company.

2. Client Responsibilities

2.1 You will provide AG with timely, complete, and accurate financial information and documentation. AG has no duty to investigate the information and will rely on the information you provide without independent verification. You agree that late or insufficient information, access or input from you may cause delay in the performance of the Services, inability to provide the Services, or increase in the amount of our fees. For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, vendors, consultants, or employees, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.

2.2 Client acknowledges and agrees that AG works under the direction of Client. Client is responsible for all management decisions and performing all management functions, including (i) setting policies or accepting policy recommendations; (ii) evaluating the reasonableness of underlying assumptions and the adequacy and results of the Services; (iii) implementation of any findings or recommendations resulting from the Services, (iv) maintaining internal controls over your financial reporting, and (v) making all tax and financial reporting decisions. All work products are intended solely for your management and not for any third party. Use of any such analyses or work products for external purposes is at your discretion and by your management. While we may suggest one or more courses of action, it is the responsibility of your management to determine the appropriate course of action in their business judgment, and we will not have responsibility for the business decisions made by you or for any business outcome. No advice or information provided by us creates any warranty or condition not expressly stated in the Agreement. The Services are not a substitute for your own obligations, due diligence and any additional inquiries and procedures that you should undertake in consideration of a potential investment or transaction.

2.3 You will designate a qualified individual to oversee the Services, communicate with AG, and review deliverables. You acknowledge that timely review and approval of our work product is your responsibility. Notwithstanding the foregoing, we may act upon, and will not have liability for acting upon, instructions in any form (e.g., electronic, written, oral) so long as we reasonably believe that the instructions were actually given by you or on your behalf. You are responsible for the legality of your instructions to us. We are not obligated to identify or offer additional Services.

2.4 You are responsible for reviewing, approving, and timely funding all disbursements, payroll runs, and tax payments associated with the Services, and for meeting all filing and payment deadlines applicable to you. AG relies on your approvals and funding and is not responsible for any failure, delay, penalty, or loss resulting from your late or incomplete approval, funding, or information.

3. Use of Artificial Intelligence

3.1 AI Tools. Client agrees that AG may use artificial intelligence tools or processes for the delivery of the Services, which may involve providing Client’s data to the operator of the artificial intelligence tool or process.

3.2 Human Review. All AI-assisted work product is reviewed by AG personnel before it is delivered to you. AI tools are used to support, not replace, professional judgment.

4. Confidentiality

4.1 “Confidential Information” means information of one Party (or its affiliates) disclosed to the other Party (“recipient”) pursuant to the Agreement that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is your Confidential Information. Confidential Information does not include information that (i) is known to the recipient without a confidentiality obligation prior to its disclosure to the recipient, (ii) is independently developed by the recipient without use of the other Party’s Confidential Information, (iii) is rightfully shared with the recipient by a third party without confidentiality obligations, or (iv) was or becomes publicly known through no fault of the recipient.

4.2 Subject to Section 4.3, the recipient will (a) use the other Party’s Confidential Information only to exercise rights and fulfill obligations under the Agreement, and (b) use reasonable care to protect against unauthorized disclosure of the other Party’s Confidential Information to any parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient agrees to ensure that its Delegates are subject to the same or substantially similar non-disclosure and non-use obligations. “Delegates” means employees, consultants, service providers, agents, and professional advisors of an entity or its affiliates.

4.3 Regardless of any other provision in the Agreement, the recipient or its affiliates may disclose the other Party’s Confidential Information (a) if and as required by law, provided that, if legally permitted, the recipient shall notify the disclosing Party prior to such disclosure required by law; (b) with the other Party’s written consent; or (c) in connection with performing its obligations and/or enforcing its rights under the Agreement.

4.4 Upon termination of the Services, AG will, at your written request, return or destroy your Confidential Information in our possession, except to the extent we are required to retain it by law or professional standards, and except for copies retained in routine backup systems or work papers and our records of services performed, which are subject to the confidentiality obligations in this Section 4.

5. Fees and Payment

5.1 Fees for the Services are set forth in the applicable Order Form. Unless otherwise specified in an Order Form, AG will invoice Client monthly, and payment is due within 15 days of invoice date. Fees are exclusive of taxes, which you’re responsible for if applicable.

5.2 If any invoice remains unpaid for more than 30 days past due, AG Grant may: (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law; and (b) suspend the Services upon prior written notice until the account is brought current.

5.3 Pre-approved out-of-pocket costs incurred in performing the Services will be itemized on the applicable invoice.

6. Ownership of Records and Work Product

6.1 “Customer Data” means data provided by you or at your direction for the provision of the Services, and such data as presented in work products prepared as part of the Services for you. For the avoidance of doubt, AG Tools and Technology, which may include, for example, templates and other technology used to create such work products, are not Customer Data. You own your Customer Data. You hereby grant AG the right to use your Customer Data to provide, monitor, maintain, and improve the Services and as set forth in this Agreement.

6.2 “AG Tools and Technology” means industry and general background knowledge, general inferences from Customer Data across customers (without identifying you), and our workpapers, software, methods, templates, internal notes, proprietary tools, processes, checklists, works of authorship, and technology. AG owns AG Tools and Technology. Upon delivery and payment of fees, you receive a non-exclusive right and license to use only the specific AG Tools and Technology required to make use of the work products generated from the Services and to use such specific AG Tools and Technology solely to the extent needed to make use of the work products generated from the Services.

7. California Consumer Privacy Act

The following terms apply to the extent and while you are subject to the California Consumer Privacy Act, as amended (including regulations promulgated thereunder, the “CCPA”) and we process personal information (as defined in the CCPA) as part of Customer Data (“Personally Identifiable Customer Data”):

We agree that we shall not: (a) sell or share any Personally Identifiable Customer Data; (b) retain, use, or disclose Personally Identifiable Customer Data outside the purposes specified in the Agreement or our direct business relationship with you, or (c) combine Personally Identifiable Customer Data with personal data obtained from other sources as prohibited by the CCPA, except, with respect to (b) and (c), as may be otherwise permitted under the CCPA. As used in this clause, the terms “sell” and “share” have the meaning given to them in the CCPA.

You and we acknowledge and agree that: (i) the Personally Identifiable Customer Data is disclosed to us only for the limited and specified purpose of performance of obligations and exercise of rights under the Agreement, as described herein; (ii) with respect to Personally Identifiable Customer Data, we will comply with all applicable obligations under the CCPA and provide the level of privacy protection required of service providers under the CCPA; (iii) you have the right to take reasonable and appropriate steps to help ensure that we use the Personally Identifiable Customer Data in a manner consistent with your obligations under the CCPA and the Agreement; (iv) we must notify you if we determine that we can no longer meet our obligations under the CCPA and the Agreement; (v) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Customer Data; and (vi) you shall comply with your obligations as a business or controller under the CCPA. As used in this clause, the term “business” has the meaning given to it in the CCPA.

8. Disclaimer of Warranties

THE WARRANTIES STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY AG. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, WE, OUR AFFILIATES, OUR THIRD-PARTY SERVICE PROVIDERS, AND OUR AND THEIR LICENSORS, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NO WARRANTY IS MADE THAT THE SERVICES OR THEIR OUTPUTS OR THE RESULTS OF THEIR USE WILL MEET YOUR NEEDS OR EXPECTATIONS, WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE, OR THE RESULTS THEREFROM WILL BE ACCURATE OR RELIABLE, AND/OR WILL COMPLY WITH ANY LAW OR LEGAL REQUIREMENT. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. WE FULLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE STRICTLY LIMITED TO A PERIOD OF 60 DAYS FROM THE DATE OF YOUR EXECUTION OF THE ORDER FORM, OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AG’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO AG DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 IN NO EVENT WILL AG GRANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 The limitations in this Section 9 do not apply to liability arising from AG’s willful misconduct, or gross negligence.

10. Indemnification

10.1 Client agrees to indemnify, defend, and hold harmless AG, its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the inaccuracy, incompleteness, or untimeliness of financial information or records provided by Client; (b) Client's use of the deliverables and/or the Services; (c) Client’s operations; or (d) Client's breach of these Terms.

10.2 The indemnification obligations in Section 10.1 do not apply to the extent that the claim arises from AG’s willful misconduct or gross negligence.

11. Term and Termination

11.1 The Agreement is effective on the date you sign an Order Form or you otherwise agree to these terms (the “Effective Date”). (a) If you have a subscription to the Services, your initial subscription term will begin on the Effective Date and continue, unless terminated earlier, for the initial period for which you have paid or owe subscription fees (the “Initial Term”). Upon the end of the Initial Term and any Renewal Term, your subscription for the respective Services will automatically renew, without the need to execute a new Order Form or other agreement, for the same duration (a “Renewal Term”) as the immediately preceding term of such Services, unless you terminate the Services in accordance with Section 11.2, we give you notice of termination to the email address associated with your account in accordance with Section 11.3, or the Agreement is terminated in accordance with Section 11.4. (b) If you do not have a subscription to the Services (for example, you are engaged on an hourly basis), the Agreement continues until terminated in accordance with Section 11.2, 11.3, or 11.4.

11.2 You may terminate the Agreement in whole or in part (for example, termination of an Order Form) by providing 30 days' written notice to us.

11.3 We may withdraw from providing any or all of the Services at any time by providing notice of termination of the Agreement or specific Services to you via the email address we have on file.

11.4 Either party may terminate the Agreement immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure the breach within 15 days after receiving written notice of it; or (b) becomes the subject of a bankruptcy, insolvency, or similar proceeding.

11.5 Upon termination: (a) Client will pay AG for all Services performed and expenses incurred through the effective date of termination; (b) upon payment in full, AG will transfer control of Client bookkeeping software account to Client; (c) AG will reasonably cooperate in transitioning the Services to Client or Client's designee at AG’s then current hourly rate; and (d) the provisions of Sections 1, 4, 6, 8, 9, 10, 11.5, and 12-16 will survive termination.

12. Independent Contractor

The relationship between AG Grant and Client is that of independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, agency, or fiduciary relationship between the parties.

13. Dispute Resolution

13.1 The parties will first attempt to resolve any dispute arising under or in connection with these Terms through good-faith negotiation for a period of 30 days following written notice of the dispute.

13.2 If you have a dispute under this Agreement, you will promptly send written notice to AG Grant, Inc., PO Box 7775 #86889, San Francisco, California 94120-7775. You agree that if we have a dispute with you, we may contact you by sending notice to the address and/or email address listed on your Order Form.

13.3 If the dispute is not resolved through negotiation, the Parties agree to resolve any and all claims arising from or relating to the Agreement or the Services through final and binding arbitration and that the provisions of the Federal Arbitration Act (FAA) (9 U.S.C. §1 et seq.) govern this Agreement, except as set forth below. The Parties agree that the American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco (CA), or any other location both Parties agree to in writing.

13.4 The arbitrator may award any relief that a court of competent jurisdiction could award, including injunctive relief and attorneys' fees to the prevailing party. Judgment on the award may be entered in any court of competent jurisdiction.

13.5 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

13.6 THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, AND EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR BY LAW); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

13.7 If you don’t wish to be bound by these arbitration provisions (including its waiver of class and representative claims), you must email [email protected] no later than 30 days after the Effective Date (as defined in the Order Form) (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration agreement.

13.8 If there are any changes to this Section 13 or any successor section (but not including Section 13.2 (Notice of Disputes)), you may reject any such change by using the procedure set forth in Section 13.7 (30-day opt-out period) within 30 days of the change. It is not necessary to submit a rejection of a future change to this Section 13 if you have properly opted out of arbitration in compliance with the requirements of Section 13.7 (30-day opt-out period).

14. Modifications to These Terms

14.1 AG may update these Terms from time to time. If we make changes that are not material, the updated Terms will become effective upon posting to https://anelya.net/terms/ with an updated "Last Updated" date. Your continued use of the Services after the updated Terms are posted constitutes your acceptance of the changes.

14.2 If we make material changes to these Terms, we will notify you by email at least 30 days before the changes take effect. If you do not agree with the material changes, you may terminate your Order Form by providing written notice within that 30-day period. If you do not terminate, the updated Terms will apply to the Services going forward.

15. Personnel Non-Solicitation

We incur recruiting, training, education and other non-recoverable costs for the personnel assigned to provide the Services to you. We are willing to incur such costs in reliance on your promises in this Section. You agree not to solicit for hire, directly or indirectly, on behalf of yourself or for any third party, any then-current employee or contractor of ours who has been made known to you in connection with the Services (“Covered Personnel”) during the term of the Agreement and for one year thereafter. This Section does not prohibit you from soliciting or hiring any individual as a result of a general employment advertisement not specifically directed at Covered Personnel.

As a reasonable estimate of our personnel replacement costs and not as a penalty, you agree to pay us $50,000 for every individual Covered Personnel who has terminated their employment or contractor relationship with us as a result of your breach of this Section.

16. General Provisions

16.1 Governing Law. These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.

16.2 Entire Agreement. These Terms, together with the applicable Order Form, constitute the entire agreement between the parties with respect to the Services and supersede all prior negotiations, agreements, and understandings.

16.3 Order of Precedence. In the event of a conflict between an Order Form and these Terms, the Order Form governs.

16.4 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.5 Assignment. Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except that AG may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.6 Notices. All notices under these Terms must be in writing and sent to the address or email specified in the applicable Order Form. Notices are effective upon receipt.

16.7 Waiver. No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right.

16.8 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, pandemics, government actions, or disruptions to third-party technology services.

16.9 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns, and confers no rights or remedies on any third party.

16.10 Counterparts; Electronic Signatures. An Order Form may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered electronically or through an electronic signature service have the same legal effect as original signatures.

16.11 Non-Exclusivity. Nothing in the Agreement limits AG from providing services of any kind to any other client, including clients that compete with you. Subject to its confidentiality obligations in Section 4, AG may use the general knowledge, skills, and experience it acquires in performing the Services for any purpose.

16.12 Compliance. The Services may be subject to U.S. and foreign export laws and regulations. Each Party represents and warrants that it is not on any U.S. government denied-party list. You will not use the Services in violation of any U.S. export law or regulation.

We do not represent or warrant that the Services comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). You must notify us of any HIPAA compliance requirements prior to entering into the Agreement, or within 30 days of any HIPAA compliance requirements becoming applicable to you and/or us.

16.13 Subcontractors. AG may engage its affiliates, contractors, and other service providers to perform or assist with the Services and/or fulfilling AG’s obligations and exercising AG’s rights under the Agreement. AG remains responsible for the performance of its subcontractors under the Agreement.

16.14 No Publicity. Neither Party shall make any public statement about the Agreement or the relationship of the Parties governed by the Agreement that identifies the other Party without the other Party’s prior written consent, except that while you are a customer, we may use your name and logo in customer lists on an equal footing with other customers and may display on our website quotes you have made about us or our Services on social media.