Terms of Use and Agreement
Updated: October 18, 2024
Overview
Welcome to Soundboard! Your use of Soundboard’s services, including the services Soundboard makes available through this website and all related web sites, mobile sites, data files, visualizations and applications that link to these terms of service (the “Site”) and all software or services offered by Soundboard in connection with any of those (the “Services”) are governed by these Terms of Use (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Soundboard” (or similar) refer to Soundboard Inc.The Terms herein outline the essential rules and provide clear guidelines for using our Services responsibly, ensuring a safe and enjoyable experience for all users. By accessing or using this website, you agree to be bound by these Terms of Use, including any additional terms and policies referenced herein or available by hyperlink. These Terms apply to all users, including browsers, vendors, customers, merchants, and contributors of content.If you do not agree to these Terms, then you may not access or use our website or our Services.You can review the current version of the Terms of Use at any time on this page. We reserve the right to update, change, or replace any part of these Terms by posting updates on our website. Changes are effective immediately upon posting, and your continued use of the website or services constitutes acceptance of those changes. It is your responsibility to check this page periodically for updates.PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 9.2 (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 9.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.1. Services
1.1 Overview of ServicesWe provide the following services (the “Services”):a) Bookkeeping Services (Monthly)b) Tax Preparation and Filing Services (Annually)c) Tax Estimation Services (Quarterly)Each of the services listed above are explained in detail below.You may use the Services only if you have a valid email address, are eighteen (18) years of age or older, and can form a binding contract with Soundboard, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”).Without limiting the generality of the foregoing, any access to, or use of, the Service by non-U.S. residents is strictly prohibited and in violation of these Terms. Soundboard makes no representations that the Service is appropriate or available for use in other locations. By using the Service, you represent that you are a U.S. resident.
1.1.A Bookkeeping ServicesDelivery of the Bookkeeping ServicesSoundboard offers bookkeeping services, which includes categorization of transactions, reconciliation of business bank accounts and credit card accounts, and monthly reporting (the “Bookkeeping Services”). Soundboard makes no commitment, and has no obligation, to provide any Bookkeeping Services, except as set forth in these Terms or a statement of work issued by Soundboard. In no event will the bookkeeping services include, without limitation, financial advisory services, sending or paying your business’ invoices, calculating sales taxes, processing payroll payments or fulfilling orders.You agree that if you engage Soundboard to provide Bookkeeping Services, that you will indemnify, defend and hold harmless Soundboard from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Soundboard, its officers, directors, employees, contractors and bookkeepers, in connection with any action, claim or suit arising from your use of the Bookkeeping Services, except to the extent caused by the gross negligence or willful misconduct of Soundboard and its bookkeepers.We use Intuit Inc.’s QuickBooks Online to provide the Bookkeeping Services. If you do not already have an account, you authorize us to create one for you. If you already have an account, you will be required to invite us to serve as your accountant. Your and our use of QuickBooks Online will be governed by Intuit Inc.’s Terms of Service and Privacy Statement, and by authorizing us to create an account for you, you agree to Intuit Inc.’s Terms of Service.To deliver the Bookkeeping Services, we leverage technology to enhance your overall experience. We use proprietary technology to deliver financial reports, collect and process information, and facilitate communication with you. Monthly bookkeeping reports will be delivered through our secure platform on or around the 15th day of the following month, subject to timely receipt of all necessary information from you as stated by the Client Obligations below.You agree that we will be your sole bookkeeper, and in performing such Bookkeeping Services, we must use, record, classify and reconcile your financial transactions and other data to prepare your books. If you engage another service provider to make changes to your books, or you otherwise make changes to your books directly, while you have engaged us to provide Bookkeeping Services, the parties agree to the following remedies, which shall be at our option: (i) we may delay bookkeeping deliverables that are on a deadline, (ii) we may charge standard hourly fees for the additional work required to remediate the situation, and/or (iii) we may terminate your subscription. For the avoidance of doubt, this does not prevent you from managing invoices and accept payments in QuickBooks, and/or processing payroll through QuickBooks, if applicable.Soundboard reserves the right to engage qualified subcontractors to assist in providing the Bookkeeping Service. By agreeing to these Terms of Use, you consent to our use of subcontractors in the delivery of the Services.Client Obligations (1) Do Not Commingle Funds. You will ensure that any of your business accounts or expenses shall not be commingled with any of your (or your spouse’s or any other third party’s) accounts or expenses. In the event your business accounts are commingled with your or your spouse’s personal accounts and expenses, you acknowledge that Soundboard cannot accurately perform the Bookkeeping Services.(2) Cooperation and Access to Information. You agree to provide Soundboard with accurate and complete representation, information, and permissions reasonably requested by Soundboard in order to perform the Bookkeeping Services.Without limitation, You will:i. provide Soundboard with monthly statements related to your bank accounts and credit cards. Soundboard acknowledges such information is your confidential information, and will use such information and/or access solely for the purpose of performing its obligations herein;ii. provide information and respond to questions on certain transactions. Since we are not part of your day-to-day operations, we are not as familiar as you are with certain transactions. We may reach out to you for additional information, and we need your timely response to keep your books updated;iii. respond to questions on inquiries about details related to your business or other important accounting related matters;iiii. inform us of any changes to your financial set up such as opening a new business bank or credit card, taking out a business loan, or selling a business asset during the year.v. inform us if your health insurance premiums increased/decreased, or your state unemployment insurance rates increased.
If you become aware of any errors in the data that is provided to us, you commit to use reasonable efforts to investigate and correct those issues.(3) Review of Financial Reports. You are responsible for timely review of the general ledger and the financial reports we issue monthly. If you have any questions on the transactions or disagree with the categorizations, you must promptly notify us to make corrections.Should you be unable to meet these obligations or if you repeatedly do not cooperate with our requests for information, Soundboard, in its sole discretion, may adjust the price of the Service to account for the increased workload or terminate the relationship with you.Bookkeeping Services DisclaimerAll advice and information made available by Soundboard in connection with the Bookkeeping Services is based on the information you provide to us or authorize us to obtain from your banks and other third-party software platforms that sync data into our platform or Third-Party tools. We cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. Soundboard is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the Bookkeeping Services. 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, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.No Guaranteed Results or ResponsesSoundboard does not make any representation or warranty that the Bookkeeping Services will be appropriate for your needs or suitable for your business. We do not guarantee any particular results.1.1.B Tax Preparation ServicesGeneral Information and Definitions for the Delivery of the Tax Preparation ServicesAs part of our Services, Soundboard may assist you in the preparation and filing of your annual individual and business (if applicable) tax returns (the “Tax Preparation Services”). To deliver the Tax Preparation Services, Soundboard provides access to our network of third-party independent tax return preparers who will provide tax return preparation services (a “Third-Party Tax Preparer”). You will be assigned a specific Third-Party Tax Preparer who will be solely responsible for delivering the Tax Preparation Services. This process will be laid out below.To maintain clarity, the following terms are defined as:- “Assigned Third-Party Tax Preparer”: the specific Third-Party Tax Preparer from our network that is assigned to handle your case.- “Engagement”: When you agree to work with the Assigned Third-Party Tax Preparer, that constitutes the start of a separate engagement as defined by the Engagement Letter and Scope of Work (see below)- “Engagement Letter”: The contract between you and your Assigned Third-Party Tax Preparer that governs the scope and terms of the Engagement- “Scope of Work”: the specific deliverables (tax forms) that your Assigned Third-Party Tax Preparer will prepare and file on your behalf.
Soundboard’s Role in the Tax Preparation ServicesSoundboard will facilitate the Tax Preparation process as a project coordinator as defined in the Engagement Letter. Soundboard is not, and does not market itself as, a professional tax advisor, certified public accountant, or enrolled agent, and does not provide any specific tax advice or guidance. Soundboard makes no representations or warranties regarding the guidance, representations, and/or advice provided by Third-Party Tax Preparers.Tax Preparation Services ScopeGenerally, the Tax Preparation Services will include the preparation and filing of individual and business (if applicable) income tax return(s). The specific services delivered will be evaluated on a case-by-case basis, but generally include the following.For Sole-Proprietor or Single Member LLC, it may include:- Federal Personal/Individual Income Tax Return (Form 1040) with One (1) Schedule C- One (1) State Personal/Individual Income Tax Return
For Single Owner S-Corporations, it may include:- Federal Personal/Individual Income Tax Return (Form 1040)- One (1) State Personal/Individual Income Tax Return-Federal Business Income Tax Return (Form 1120S) including One (1) Schedule K-1-One (1) State Business Income Tax Return
The official Scope of Work will be determined on a case-by-case basis depending on your specific tax needs. In cases where additional work beyond the listed requirements above is required, Soundboard reserves the right to charge you for the additional work. These requirements include, but are not limited to: additional Schedule C Forms, additional State(s) returns, complex rental properties, additional Schedule K-1(s), Foreign Assets/Income, and Digital Assets.Third-Party Tax Preparer Assignment ProcessTo begin the Tax Preparation Services, Soundboard will assign a Third-Party Tax Preparer to you (the “Assigned Third-Party Tax Preparer”). The Third-Party Tax Preparer will be assigned based on their expertise, your tax needs and other factors determined by Soundboard. Soundboard reserves the right to assign or re-assign your Third-Party Tax Preparer at our sole discretion until the Engagement Letter has been signed.Prior to your assignment, we reserve the right to share basic information about your tax situation as well as past tax returns that you have shared with Soundboard with the Third-Party Tax Preparer. With this information, the Third-Party Tax Preparer will agree to become your Assigned Third-Party Tax Preparer. Your Assigned Third-Party Tax Preparer will develop a Scope of Work (the “Scope of Work”), specific to your needs including the specific Forms, Schedules, and other requirements to prepare and file your personal and business tax returns.After your Assigned Third-Party Tax Preparer is assigned and confirmed, Soundboard will facilitate an introduction between you and your Assigned Third-Party Tax Preparer via email. The Assigned Third-Party Tax Preparer will provide you with an Engagement Letter that specifically dictates the terms and obligations of the Engagement with your Assigned Third-Party Tax Preparer. In the Engagement Letter, your Assigned Third-Party Tax Preparer will include the specific Scope of Work for your review.You must agree to the terms set forth by your Assigned Third-Party Tax Preparer by signing the Engagement Letter and associated Scope of Work. The Scope of Work will supercede any prior agreements and include all tax filing requirements that your Third-Party Tax Preparer will deliver to you as part of the Tax Preparation Services.Primacy of the Third-Party Tax Preparer Engagement LetterFor the avoidance of doubt, the execution of the Engagement Letter between you and the Assigned Third-Party Tax Return Preparer shall constitute a direct relationship between you and the Third-Party Tax Preparer. The Engagement Letter and Scope of Work will govern the terms of the Engagement to prepare and file your annual tax forms as well as the responsibilities and obligations of you, Soundboard, and your Assigned Third-Party Tax Preparer with regards to the preparation and filing of your tax return(s). The Engagement Letter supersedes any other agreements, representations, or understandings (whether written or oral) between you and the Assigned Third-Party Tax Return Preparer relating to the services described in the Engagement Letter. In the event of any conflict between these Terms and the Engagement Letter, the terms of the Engagement Letter shall control with respect to the tax preparation services provided by the Third-Party Tax Preparer.By using our services to access a Third-Party Tax Return Preparer, you acknowledge and agree that:i. You will carefully review and agree to the terms set forth in the Engagement Letter provided by the Third-Party Tax Return Preparer.ii. The Engagement Letter constitutes the entire agreement between you and the Third-Party Tax Return Preparer regarding the tax preparation and filing services.iii. Soundboard is not a direct party to the Engagement Letter and bears no responsibility for the services provided under it.iv. Any disputes or issues arising from the tax preparation services must be resolved directly with your Assigned Third-Party Tax Preparer in accordance with the terms of the Engagement Letter, and Soundboard take no liability for such disputes or issues.
SOUNDBOARD MAKES NO COMMITMENT, AND HAS NO OBLIGATION, TO PROVIDE ANY ADVICE, INFORMATION OR CONSULTATION REGARDING TAX MATTERS OUTSIDE OF THE SCOPE OF THE SERVICES SET FORTH IN THESE TERMS OR ANY STATEMENT OF WORK ISSUED BY SOUNDBOARD OR YOUR ASSIGNED THIRD-PARTY TAX PREPARER. You agree that you will indemnify, defend and hold harmless Soundboard from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Soundboard, its officers, directors, employees, contractors and tax professionals, in connection with any action, claim or suit arising from your use of the Tax Preparation Services, except to the extent caused by the gross negligence or willful misconduct of Soundboard.Regarding the Termination of your Engagement with the Assigned Third-Party Tax PreparerYou acknowledge that your signed Engagement Letter with your Third-Party Tax Preparer is an independent agreement from these Terms. If you decide to terminate your relationship with Soundboard in accordance with the terms in Section 5, you acknowledge that your signed Engagement Letter survives the termination of the Services, and the terms relating to the termination of the Engagement are provided in the Engagement Letter.Recordkeeping & Reliance on InformationYou acknowledge and agree that you are solely responsible for disclosing all income and other reportable tax transactions, and that the failure to do so may result in penalties and additional liabilities. Soundboard and its Third-Party Tax Preparers shall have no liability for any failure by you to appropriately disclose such income and transactions. You agree to review all tax returns, reports, and other documents carefully before signing them. You acknowledge and agree that Soundboard shall not be responsible or liable for any decisions made by you, or for any tax returns, reports or other documents executed or submitted by, or on behalf of you. You further acknowledge and agree that you understand state and federal recordkeeping requirements, including those of the Internal Revenue Service (IRS), and you agree to comply with those requirements, and that as between you and Soundboard, Soundboard has no responsibility in this regard.State Income Tax Filing NexusBusinesses and individuals may be subject to non-resident income tax filings in more than one state based on activity, sales, property, or payroll in that state. You acknowledge and agree that Soundboard has no responsibility or liability for notifying you of any such filing requirements for any state other than the state in which you reside; nor is Soundboard responsible for performing any analysis to determine whether nexus is established for any particular state.State and Local Franchise, Excise and/or Gross Receipts TaxesBusinesses may be subject to state franchise, excise, and/or gross receipts taxes which are separate from income tax filings. Soundboard will not file any franchise, excise, and/or gross receipts returns on your behalf. While we may, as a courtesy, help remind you about filing your annual state fees and/or taxes, such as an annual minimum franchise tax, such notifications are made solely as a courtesy and Soundboard has no obligation to provide such notification or notify you at any particular frequency. You are solely responsible for all franchise, excise, or gross receipts tax filings, third party fees and taxes related to your franchise, excise, and/or gross receipts tax liability.Tax Preparation Services DisclaimerTHE WORK COMPLETED BY YOUR ASSIGNED THIRD-PARTY TAX PREPARER IN THE PREPARATION OF TAX RETURNS CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST. WE ASSUME YOU ARE PROPERLY AND TIMELY DISCHARGING ANY AND ALL OTHER TAX REPORTING OBLIGATIONS FOR WHICH YOU ARE RESPONSIBLE. IN THE EVENT YOU TERMINATE THE SERVICES PRIOR TO THE COMPLETION AND/OR FILING OF YOUR TAX RETURNS, SOUNDBOARD OR YOUR ASSIGNED THIRD-PARTY TAX PREPARER SHALL NOT HAVE ANY RESPONSIBILITY, OR LIABILITY WITH RESPECT TO COMPLETING OR FILING YOUR TAX RETURNS. YOU UNDERSTAND THAT WE WILL NOT AUDIT OR OTHERWISE VERIFY THE INFORMATION YOU SUBMIT, ALTHOUGH WE MAY ASK YOU FOR CLARIFICATION OF SOME OF THE INFORMATION. SOUNDBOARD IS NOT RESPONSIBLE FOR ANY INFORMATION OR ADVICE GIVEN BASED ON ANY INACCURATE, UNTRUE, INCOMPLETE OR OUT-OF-DATE INFORMATION PROVIDED BY YOU. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTS AND OMISSIONS RELATED TO THE TAX SERVICES.No Guaranteed Results or ResponsesSoundboard does not make any representation or warranty that the Tax Services will be appropriate or suitable for your needs. Soundboard does not guarantee and expressly disclaims any particular results.Regarding a Potential AuditSoundboard does not provide direct assistance, representation, or protection in the event of an audit or similar proceeding by the IRS or other taxing authority with respect to your tax returns; however, from time to time, Soundboard may, in its sole discretion, answer your questions and/or provide information to you with respect to matters arising out of our work with you and with respect to tax returns filed through the Services, in each case up to the date that is the earlier of seven (7) years from the date of filing such tax return and the date on which you have exported or otherwise requested the removal of your tax return information from the Service.You acknowledge and agree that any understated tax and imposed interest and penalties are your responsibility, and that Soundboard assumes no liability for any additional tax, interest, penalties, or other assessments arising out of or related to the use of the Services. You are responsible for ensuring that your tax return is timely filed and for confirming that your tax return(s) is/are accepted by the relevant taxing authorities. Soundboard cannot guarantee that electronic filing of tax returns will be available in all cases or that the taxing authority(ies) will accept your tax return(s) that are filed through the Service.SpousesYou acknowledge and agree that, for any tax returns filed with the status of “married filing jointly,” both spouses are deemed to be subject to these Terms, and that, as used in these Terms, “you” includes both spouses. Both individuals acknowledge and agree that there is no expectation of privacy between the spouses concerning the Service, and, accordingly, Soundboard and any Assigned Third-Party Tax Preparer may share with either of you, without prior consent, partial or completed tax returns, tax documents, and other information related to the preparation of your tax return(s).1.1.C Quarterly Tax Estimate ServicesDelivery of the Quarterly Tax Estimate ServicesSoundboard offers Quarterly tax estimate services, which includes the calculation of your estimated quarterly tax obligations (the “Quarterly Tax Estimate Services”). This includes individual Federal income tax estimates and individual State income tax estimates (if applicable) for your state of primary residence. Soundboard makes no commitment, and has no obligation, to provide any Quarterly Tax Estimate Services, except as set forth in these Terms or a statement of work issued by Soundboard.Soundboard will provide the Quarterly Tax Estimate at least one week prior to the IRS due dates listed here: https://www.irs.gov/faqs/estimated-tax/individuals/individuals-2It is your sole obligation to make the quarterly estimated tax payments. Soundboard takes no responsibility for making any payments on your behalf. As a courtesy, we will remind you of your estimated tax obligations, but you are solely responsible for making the payments on time.Your quarterly estimated tax amounts will be delivered through the Soundboard platform. The quarterly tax estimates will be calculated based on your tax obligation last year and the performance of the business this year. The estimates will be made based on information that you provide to Soundboard, and therefore you are responsible for providing accurate and complete information to us to generate estimates. Soundboard and its sub-contractors shall have no liability for any failure by you to appropriately disclose such data in performing the quarterly tax estimate analysis.1.2 Modifications to the ServicesWe reserve the right to modify, suspend, or discontinue any part of our services at any time. We will provide notice of any significant changes to our service offerings to you in writing or via the Soundboard platform. You agree that we may add or remove functionality or features, and that we may suspend or stop part of the Services altogether. Similarly, some of our Services are provided by Soundboard personnel and/or Third-parties. We reserve the right to determine from time to time, in our sole discretion, the personnel assigned to provide the Services to you.1.3 Using the Services on behalf of othersIf you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.1.4 Unauthorized uses of the ServicesIf you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.You agree not to misuse the Services or help anyone else do so. You must not do or try to do any of the following in connection with the Services:i. use the Services (a) to violate any law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), including, but not limited to, transactions relating to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling/wagering, escort services, pyramid schemes, counterfeit goods, the unlicensed sale of firearms, or any type of money laundering;ii. process false or inaccurate transactions;iii. probe, scan, or test the vulnerability of our system or network;iv. breach or otherwise circumvent any security or authentication measures;v. harass or abuse Soundboard personnel or representatives or agents performing services on behalf of Soundboard; orvi. request our personnel to act, as your employee, officer, signatory, agent or fiduciaryYou may not knowingly facilitate or aid a third party in any of the aforementioned activities.
1.5 Use of SubcontractorsAs mentioned throughout the Terms, Soundboard reserves the right to engage qualified subcontractors to assist in providing the Services from time to time. We may, at our discretion, use subcontractors for any part of the Services, including but not limited to bookkeeping and tax preparation. By agreeing to these Terms of Use, you consent to our use of subcontractors in the delivery of the Services.1.6 Regulatory ComplianceWe strive to comply with all relevant laws and regulations in the provision of our Services. However, you are ultimately responsible for ensuring your business practices meet all applicable legal requirements.2. Technology and Data
2.1 Our Technology; Internal SoftwareTo facilitate the provision of the Services, we provide you (a “User”) with access to and use of functionality of website(s), cloud software services, software tools, automated forms and other technologies developed by or for us (collectively, “Our Technology”). You are responsible for: (a) the confidentiality of any log-in credentials that are in your possession; (b) the safe and secure use of Our Technology, and (c) your compliance with the Terms and applicable laws. You must notify us promptly if you become aware, or reasonably suspect, that your account’s security has been compromised.To efficiently provide the Services, we use certain internal technologies and tools developed by or for us, such as integrations with Third-Party Services, software rules, checklists and other technologies (collectively, “Internal Software”). You agree to reasonably cooperate with us to enable us to use Internal Software in the provision of the Services.2.2 “Customer Data” and Data useSoundboard will use "Customer Data" to deliver the Services agreed hereunder and for the business purposes described therein. “Customer Data” is defined as all data and information that you, the customer, provide to us, including but not limited to, financial records, transaction details, personal information, and any other data submitted by you or on your behalf in connection with the use of our Services. By subscribing to our Services, you expressly consent to such use, including the use of Customer Data in Third-Party Services required for the provision of our Services.2.3 Intellectual Property RightsYou retain all rights, title, and interest, including all Intellectual Property Rights, in and to all Customer Data you provide to us. We do not claim any ownership rights to your Customer Data. By providing Customer Data to us, you grant us and our subcontractors a limited, non-exclusive license to use, process, and store Customer Data solely for the purpose of providing, protecting, and improving the Services and to fulfill our obligations under these Terms.We retain all rights, title, and interest, including all Intellectual Property Rights, in and to Our Technology as well as software and tools used to provide the Services. This includes, but is not limited to, any website(s), cloud software services, software tools, and automated forms developed by or for us. You are granted a non-exclusive license to use Our Technology solely for the purpose of utilizing the Services subject to these Terms.Each party represents and warrants that it has the authority, including any necessary consents, to grant the licenses specified in this section.2.4. Third-Party Technology ServicesOur Services, Our Technology and Internal Software may transfer data from or to, or integrate with, Third-Party Technology Services. We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any Third-Party Service. You agree to abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement or from any instructions by you to us that would constitute a breach of any such agreement. We have no obligation to provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Services, Our Technology and Internal Software with any Third-Party Services. If a Third-Party Provider ceases to make the Third-Party Services available for interoperation with Our Technology or Internal Software for any reason, we may cease providing certain features of Our Technology and/or modify the Services without liability.2.5 Unauthorized uses of Our TechnologyYou agree not to misuse Our Technology or help anyone else do so. Except as expressly authorized in the Agreement or by us prior to each instance, you must not do or try to do any of the following in connection with the Services:i. tamper with public or non-public areas of Our Technologyii. provide Our Technology to any third party, use Our Technology as a service bureau, or otherwise violate or circumvent any use limitations or restrictions set forth in the Agreement or Our Technology;iii. derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate, Our Technology;iv. copy, modify or make derivative works of or reverse engineering Our Technology;v. frame or mirror the Services, Our Technology, or any part thereof;vi. use Our Technology: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to send or store material that violates the rights of a third party; (c) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (e) for any other illegal or unlawful purpose.You may not knowingly facilitate or aid a third party in any of the aforementioned activities.
2.6 Data SecuritySoundboard cares about the integrity and security of your personal information. We implement industry-standard security measures to protect your financial data and maintain confidentiality. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or the security measures of our Suppliers or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.2.7 FeedbackIf you provide feedback, ideas, requests, recommendations or suggestions about the Services (collectively, “Feedback”), then we may use that information without obligation to you, and you grant Soundboard a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.2.8 California Consumer Privacy Act and Virginia Consumer Data Protection ActThe following terms apply to the extent and while you are subject to the CCPA or VCDPA and Soundboard processes personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) as part of Customer Data (“Personally Identifiable Customer Data”): Soundboard agrees that it 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 these Terms 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. Each of Soundboard and you acknowledges and agrees that: (i) the Personally Identifiable Customer Data is disclosed to Soundboard only for the limited and specified purpose of Soundboard’s performance of obligations and exercise of rights under these Terms, as described herein and in the Soundboard Privacy Policy; (ii) with respect to Personally Identifiable Customer Data, Soundboard will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA, as applicable; (iii) you have the right to take reasonable and appropriate steps to help ensure that Soundboard uses the Personally Identifiable Customer Data in a manner consistent with Soundboard’s obligations under the CCPA or VCDPA, as applicable, and these Terms; (iv) Soundboard must notify you if Soundboard determines that it can no longer meet its obligations under the CCPA and these Terms; (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 and/or VCDPA, as applicable. As used in this clause, the term “business” has the meaning given to it in the CCPA and “controller” has the meaning given to it in the VCDPA.2.9 Privacy PolicyWe care about your privacy. By using the Service, you acknowledge that you have read and understood our Privacy Policy, which explains how your personal information is collected, used, disclosed, and otherwise processed by Soundboard. You also understand and acknowledge that your personal information is collected, used, transferred to, and processed in the United States.You can find our Privacy Policy here:https://joinsoundboard.com/userTerms/privacyPolicy3. Confidentiality
3.1 Confidential Information defined“Confidential Information” means information of one party (or its affiliates) disclosed to the other party (“recipient”) pursuant to these Terms that is marked as confidential or would normally be considered confidential information under the circumstances. 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.3.2 Non-use and non-disclosure obligationsSubject to Sections 3.3 and 3.5, the recipient will (a) use the other party’s Confidential Information only to exercise rights and fulfill obligations under these Terms, and (b) use reasonable care to protect against unauthorized disclosure of the other party’s Confidential Information to any parties other than the recipient or 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.3.3 Permitted disclosure of Confidential Information3.3.1 GeneralRegardless of any other provision in the Agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Section 3.3.2 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with performing its obligations and/or enforcing its rights under these Terms.3.3.2 Legal Process notificationThe recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is legally prohibited from giving notice.3.3.3 OppositionThe recipient and its Affiliates will comply, at the expense of the other party, with the other party’s reasonable requests to oppose disclosure of its Confidential Information pursuant to Legal Process.3.3.4 Expenses of ProductionIf (a) you request that we, or (b) we are required by law or Legal Process in a proceeding or investigation to which we are not a named party to, produce documents or personnel as witnesses, or to otherwise make information relating to the Services available to a third party, you agree to reimburse us for our professional time, at our then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.3.4 Injunctive ReliefThe parties agree that a breach of the recipient’s confidentiality obligations in this Section 3 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other party may seek injunctive relief for any threatened or actual breach of Section 3 without the need to prove damages or post a bond or other surety.3.5 Third-Party InfrastructureThe Services, Our Technology and Internal Software operate over the internet via networks only part of which are within our control. Our obligations in Section 3.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Customer Data or other Confidential Information on a network or infrastructure outside of our control.4. Fees and Payment
4.1 Subscription Fees and TiersGenerally, we provide the Services to you at the rates and for the fees (collectively, the “Fees”) which are communicated to you in the course of your registration for, and/or use of the Services. These may include one-time Fees and may include ongoing fees for providing the Services. Generally, we charge our Fees prior to the performance of any Services, and charge for any expenses in arrears.We offer several tiers for our Services. The tiers (and associated fees) are based on certain facts about your business. You agree to provide us with complete and accurate information so we can determine the applicable subscription tier for you. If the information is not complete or accurate, materially changes, or you request an expanded or different scope, we may alter your subscription fees to corresponds to the revised information or your request and reserve the right to terminate the affected Services or these Terms without liability if we are unable to reach an agreement with you on the revised subscription.4.2 Fee updates and scope updatesFrom time to time, we may update our prices for the Services, or, as our Services evolve, we may change the scope of our Services. If we increase your subscription fees and/or materially change the scope of subscription Services we provide to you, we will provide you with advance written notice of such increase or change at least 30 days prior to your next payment. If you do not terminate your subscription within such 30-day period, you agree that your continued use of the Services constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with the payment terms set forth in these Terms.4.3 Payment Information and Failure to PaySoundboard collects payment for fees payable under these Terms via Credit Card or ACH transfer. Payment information will be requested at the onset of a new subscription. Your payment method will be charged in accordance with our Automatic Renewal terms as described below in Section 5.2.In the event you fail to make any payment, Soundboard will provide you with seven (7) days to cure such failure, otherwise Soundboard may terminate these Terms with or without notice. Soundboard may charge the payment method (e.g., credit card or debit card) you provided to in connection with such ongoing fees. If Soundboard collects fees for services provided by Third-Party Service Providers, our sole role outside of the introduction may be to collect and remit fees to these Service Providers. For the sake of clarity, Soundboard does not remit income or payroll taxes or hold money on behalf of the client.4.4 RefundsSoundboard collects payment for fees payable under these Terms via Credit Card or ACH transfer. Payment information will be requested at the onset of a new subscription. Your payment method will be charged in accordance with our Automatic Renewal terms as described below in Section 5.2.Generally, all Fees are non-refundable, including if you terminate your subscription prior to the end of your subscription term. Soundboard may, in its sole discretion, offer a refund for a portion or all of the Fees paid based on the circumstances of the request. Examples of when a refund may be issued include but are not limited to:- Terminating your subscription, in accordance with these Terms, prior to any work being completed, regardless of whether or not it has been delivered to you.- Terminating your subscription, in accordance with these Terms, if you have paid in advance for a full year worth of Services, but the termination occurs in the middle of the Term. Soundboard may, but is not obligated to, issue a refund of the proportion of the year where the Services were not delivered.Generally, if the work has been delivered, Fees will not be refunded.
4.5 Taxes and FeesSoundboard Fees are exclusive of taxes. If applicable, the Customer is responsible for taxes as part of their subscription.4.6 Discounts and Other PromotionsAny discount or other promotion must be used within the specified time of the trial. At the end of the trial period, your discount or other promotion will expire, and no further discounts or promotional benefits will be provided.4.7 Referral ProgramsSoundboard may, from time to time, offer certain referral incentive programs. Please reach out to us via email at hello@joinsoundboard.com for more information.5. Term and Termination
5.1 Initial Term and Billing CycleIf you choose to engage us for our Services, these Terms becomes effective on the date you create your Soundboard account or use our website ("Effective Date"). Your initial subscription term begins on this date and continues until the end of the current month ("Initial Term").Billing occurs as follows: - The first payment is due on the Effective Date and covers services for the current month.- Starting in the second month, you will be billed on the 1st of each month for services to be provided during that month.
For example, if you sign up on July 15th:- You will pay on July 15th for services from July 1st to July 31st (i.e. the July Books which will be delivered in August)- On August 1st, you'll be billed for the month of August (i.e. the August Books which will be delivered in September)- This cycle continues with billing on the 1st of each subsequent month
5.2 Automatic RenewalYou agree that the ongoing subscription will be automatically collected each month unless either party provides written notice of non-renewal. There may not be any reminders when your account will renew. To continue your subscription, no action is required on your end. Your subscription will automatically renew, and your payment method on file will be processed for the next term. By agreeing to these Terms of Use, you are agreeing to recurring automatic billing.If we do not have a current payment on file, your subscription will expire, and the Services will not be performed until outstanding payments are made. If this is the case, you will be contacted by a member of the Soundboard team to update your payment information and continue the subscription. As soon as payment is made, the Services will resume.5.3 Termination / Non-RenewalEither party may terminate the Agreement if the other party has materially breached the Agreement upon written notice to the breaching party of the breach and an opportunity to cure of at least 30 days.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. In the event we terminate the Agreement or any Services for any reason other than a breach of the Agreement by you, we will give a refund of prepaid fees for unelapsed months of the terminated Services. For the avoidance of doubt, you agree that we will not be obligated to issue a refund if our withdrawal is caused by your breach of the Agreement, including your failure to pay any fees when due or to timely provide information, systems access, or input that we have reasonably requested for the provision of the Services.You may stop using the Services at any time without cause, however we will not be obligated to provide a refund of any prepaid subscription fees.5.4 Effect of TerminationIn the event your subscription to our Services ends, we will be available to transfer to you the "primary administrator" status for the QuickBooks Online account that was maintained for you by Soundboard, so that you can elect to maintain the subscription with Intuit or export your data.After termination of the Agreement or any specific Services, any support or information production related to the terminated Services shall be at our sole discretion. We do not guarantee the availability of any documents or information after such termination. You agree that it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies.5.5 SurvivalSections 2.2, 2.3, 2.4, 2.5, 2.6, 5.4, 5.5, 7, 8, 9, and 10 will survive the termination or expiration of the Agreement. Sections 3 will survive for three years after termination or expiration of the Agreement, and Section 6 will survive for the period set forth therein.6. 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 sub-contractor of ours who has been made known to you in connection with the Services (“Covered Personnel”) during the term of these Terms and for one (1) year (365 days) 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.7. Disclaimer of Warranties; Limitation of Liability
We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure or error-free.We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties, or conditions of any kind, either express or implied.In no case shall Soundboard, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.Some states and jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall Soundboard's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) exceed the amount that you have actually paid for the Services in the past twelve (12) months, or one hundred dollars ($100.00), whichever is greater.8. Indemnification
You agree to indemnify, defend and hold harmless Soundboard and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of these Terms of Use or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.9. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
9.1 Governing LawYou agree that: (a) the Service will be deemed solely based in Delaware; and (b) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you reside or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our Intellectual Property Rights or other proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.9.2 ArbitrationREAD THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SOUNDBOARD.This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Soundboard that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Soundboard, directly or indirectly, as a consumer (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Soundboard at hello@joinsoundboard.com with your full, legal name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.For any Claim, you agree to first contact us at hello@joinsoundboard.com and to attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association ("AAA") before a single arbitrator (the "Arbitrator"), under the Expedited Procedures then in effect for AAA (the "Rules"), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in Boston, Massachusetts, unless you and Soundboard agree otherwise. You acknowledge and understand that either (i) each of you and us will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses, or (ii) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys' fees, and your reasonable costs for expert and other witnesses; and you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Soundboard agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.Nothing in this Arbitration Agreement will be deemed as: preventing Soundboard from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, or other proprietary rights; or preventing you from asserting claims in small claims court, provided that your claims qualify, and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.9.3 Class Action WaiverREGARDLESS OF THE TYPE OF USER YOU ARE, INCLUDING WHETHER YOU ARE A NATURAL PERSON OR AN ENTITY, ANY CLAIM MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND SOUNDBOARD AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND SOUNDBOARD FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SOUNDBOARD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.10. Miscellaneous
10.1 Changes to Terms of UseAs a reminder, you can review the most current version of the Terms of Use at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Use by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.10.2 Entire AgreementThe failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.These Terms of Use and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.10.3 Electronic noticesWe will communicate with you via the email associated with your account or the Services' user interface. It is your responsibility to keep your Services account email address up to date so that you are able to receive electronic communications from us.10.4 SeverabilityIn the event that any provision of these Terms of Use is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.10.5 No PublicityNeither party shall make any public statement about these Terms or the relationship of the parties governed by these Terms 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 / logo in customer lists on an equal footing with other customers.11. Contact Information
Questions about the Terms of Use should be sent via email to hello@joinsoundboard.com
