TERMS OF SERVICE

Effective Date: January 1, 2025
Last Updated: January 1, 2025

1. ACCEPTANCE OF TERMS

By accessing or using the Baifokal App ("App"), you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the App. We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting.

2. DESCRIPTION OF SERVICE

Baifokal App provides business analytics, benchmarking, and financial ratio calculation services ("Services"). The App connects to your accounting system to collect and analyze business data, providing insights, comparisons, and key performance indicators to help businesses understand their performance relative to industry standards.

3. USER REGISTRATION AND ACCOUNTS

3.1 Account Creation

To access the App, you must create an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Accounting System Connection

Use of the App requires you to provide connection credentials and authorization to access your accounting system. You represent and warrant that:

• You are an authorized administrator for your accounting system with full rights to grant third-party access
• You have the legal authority to grant access to the accounting system on behalf of your organization
• The connection information provided is accurate and valid
• You will maintain current and valid connection credentials
• You understand that the accuracy of our Services depends on the data available in your accounting system
• You will not attempt to connect accounting systems for which you lack administrative authorization

3.3 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the business entity you represent.

3.4 Account Security and Authentication

You agree to:

• Never share your account password with any other person or entity
• Never share Two-Factor Authentication (2FA/TOTP) codes with anyone
• Never share Passkeys or other authentication credentials
• Maintain exclusive control over all authentication methods for your account
• Immediately notify us of any unauthorized use of your account, accounting system credentials, or any other breach of security
• Accept full responsibility for any activities that occur under your account due to shared credentials

Violation of these security requirements may result in immediate account termination.

4. USER DATA AND CONTENT

4.1 Data You Provide

By using the App and connecting your accounting system, you grant us a non-exclusive, worldwide, royalty-free license to access, use, process, and analyze the business data accessible through your accounting system, including but not limited to:

• NAICS Code
• Business Type
• Revenue Band
• Employee Counts
• City and/or State Location
• Expense and Cost of Goods Sold (COGS) metrics
• Financial transactions and records
• Chart of accounts
• Other business performance data

4.2 Data Accuracy and Responsibility

You acknowledge and agree that:

• The accuracy of all reports, analytics, and insights provided by Baifokal is entirely dependent on the accuracy and completeness of the data in your accounting system
• Data interpretation is limited by:
  • Your selected accounting method (Cash or Accrual basis)
  • Your categorization and classification of transactions
  • Your naming conventions for accounts
  • Your identification of Customers (or equivalents such as Clients, Jobs, Projects, Revenue Sources)
  • Your identification and naming of Vendors
  • The consistency of your data entry practices
  • Your chart of accounts structure
• You are solely responsible for maintaining accurate accounting records and business description data
• Baifokal assumes no responsibility for errors, omissions, or inaccuracies in your source data
• Any business decisions made based on our analytics are your sole responsibility
• Inconsistent naming or categorization in your accounting system will directly impact the accuracy of insights provided

4.3 Aggregated and Statistical Data Rights

You acknowledge and agree that Baifokal retains the perpetual, irrevocable right to:

• Create aggregated, anonymized, and statistical data from your information
• Use such aggregated data for any lawful purpose, including commercial purposes
• Sell, license, or otherwise commercialize aggregated metrics and statistical information
• Develop industry benchmarks, market insights, and analytical products from aggregated data
• Such aggregated data will not identify you or your business specifically and will not contain personally identifiable information (PII)

5. PERMITTED USE AND RESTRICTIONS

5.1 Permitted Use

You may use the App solely for lawful business purposes in accordance with these Terms.

5.2 Prohibited Activities

You agree NOT to:

• Use the App for any illegal or unauthorized purpose
• Submit false, misleading, or manipulated accounting data
• Provide unauthorized access credentials to accounting systems
• Reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or trade secrets of the App
• Attempt to derive, reconstruct, or reverse engineer our proprietary algorithms, AI models, or analytical methodologies
• Create derivative works based on our algorithms or analytical processes
• Use any automated tools, bots, scrapers, or data mining techniques to extract data, formulas, or algorithms
• Attempt to probe, scan, or test the vulnerability of our systems or breach security measures
• Benchmark, analyze, or attempt to determine the computational methods behind our analytics
• Attempt to gain unauthorized access to the App or its systems
• Interfere with or disrupt the App's operation
• Circumvent any access restrictions, usage limits, or security features
• Access the App through any means other than our provided interface
• Share, sell, or transfer your account access to any third party
• Use the App for competitive analysis or to build a competing product
• Resell App outputs to any party other than the End User Organization (see Section 5.3)
• Attempt to de-anonymize or identify other businesses in aggregated data
• Remove, alter, or obscure any proprietary rights notices
• Use our trademarks, logos, or branding without written permission
• Use the App for illegal tax evasion, fraud, or financial misrepresentation
• Use the App for money laundering or to avoid financial compliance detection
• Misrepresent your financial position or manipulate data for fraudulent purposes
• Use profanity, offensive language, or inappropriate content in any communications or data fields
• Exceed rate limits or engage in excessive API calls that impact system performance

5.3 Limited Resale Rights

Bookkeepers and Accounting Professionals Only:

• You may provide App-generated reports and outputs to your direct client (the "End User Organization") whose books you manage
• Such provision must be solely for the End User Organization's internal business use
• You may NOT resell or distribute outputs to any other third parties
• You may NOT aggregate multiple clients' data for resale
• Any other commercial distribution requires our express written authorization
• Violation of these resale restrictions will result in immediate account termination

6. INTELLECTUAL PROPERTY

6.1 Ownership

The App, all related content, features, functionality, and all aggregated and statistical data created from user information are owned by Baifokal and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Proprietary Rights

You acknowledge that the App contains proprietary and confidential information including but not limited to:

• Proprietary algorithms and analytical models
• AI and machine learning models
• Benchmarking methodologies
• Data aggregation and anonymization techniques
• Statistical analysis methods
• Financial ratio calculations and formulas
• User interface designs and user experience flows
• All source code and object code

All such proprietary information constitutes valuable trade secrets of Baifokal.

6.3 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the App for your internal business purposes. This license does not include any right to:

• Access or use our algorithms or methodologies
• Copy or reproduce any part of the App
• Create derivative works
• Sublicense any rights to third parties

6.4 Ownership of Aggregated Data

All aggregated, anonymized, and statistical data derived from user information becomes the exclusive property of Baifokal.

6.5 Feedback

Any suggestions, feedback, or ideas you provide about the App become our property and may be used without compensation to you.

7. SUBSCRIPTION AND PAYMENT TERMS

7.1 Subscription Plans

• The App may be offered under various subscription plans with different features and limits
• Current pricing and plan details are available on our website
• We reserve the right to modify plans and pricing with 30 days' notice

7.2 Payment Terms

• Subscriptions are billed in advance on a recurring basis (monthly or annually)
• All fees are non-refundable, including upon termination
• No prorated refunds are provided for monthly subscriptions
• You are responsible for all applicable taxes
• Failed payments may result in service suspension

7.3 Rate Limits and Fair Use

• Each subscription plan includes specific usage limits
• Excessive use beyond plan limits may result in additional charges or service throttling
• We reserve the right to implement fair use policies to ensure service quality for all users

7.4 Price Changes

• We may change subscription prices upon 30 days' notice
• Continued use after price changes constitutes acceptance of new pricing

8. SERVICE MODIFICATIONS AND AVAILABILITY

8.1 Service Changes

We reserve the right to:

• Modify, suspend, or discontinue any feature or functionality
• Change integration partners or supported accounting systems
• Update our algorithms and analytical methods without notice
• Modify API specifications and data formats

8.2 No Guarantee of Availability

• We do not guarantee uninterrupted or error-free service
• We may perform maintenance that temporarily limits access
• No guarantee of backward compatibility with previous versions

8.3 Feature Deprecation

• We will provide reasonable notice before removing major features
• No obligation to maintain deprecated features or APIs

9. PRIVACY AND DATA PROTECTION

Your use of the App is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy carefully to understand our practices regarding your information.

10. THIRD-PARTY SERVICES AND INTEGRATIONS

10.1 Accounting System Integrations

The App integrates with third-party accounting systems (QuickBooks, Xero, etc.). We are not responsible for:

• Changes to third-party APIs that affect functionality
• Interruptions in third-party service availability
• Data accuracy issues originating from third-party systems
• Security breaches in third-party systems

10.2 Integration Changes

• Third-party providers may change their terms, APIs, or availability without notice
• We will make reasonable efforts to maintain integrations but cannot guarantee continuity
• Loss of integration access may require you to reconnect or switch providers

10.3 Third-Party Terms

• You must comply with all third-party terms of service
• Your use of integrated services is subject to their respective terms and privacy policies
• We are not liable for third-party services' actions or policies

11. DISCLAIMERS

11.1 "AS IS" BASIS

THE APP AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 No Guarantee of Accuracy

WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED THROUGH THE APP. ALL ANALYTICS AND REPORTS ARE DEPENDENT ON:

• The quality of data in your accounting system
• Your selected accounting method (Cash or Accrual basis)
• Consistency in your transaction categorization
• Accuracy of your account naming conventions
• Proper identification of Customers, Clients, Jobs, Projects, or Revenue Sources
• Proper identification and classification of Vendors
• The appropriateness of your chart of accounts structure for your business type

11.3 AI-Generated Content Disclaimer

You acknowledge and agree that:

• Summaries, insights, and commentary provided by the App are generated using recognized artificial intelligence (AI) systems
• All AI-generated content is provided "AS IS" without any warranty of accuracy, completeness, or fitness for purpose
• AI-generated commentary should not be relied upon as professional advice
• You should independently verify any AI-generated insights before making business decisions
• Company identifiable information is never provided to external AI systems
• Only anonymized and aggregated data patterns are used in AI processing

11.4 No Professional Advice

The App does not provide legal, tax, accounting, or other professional advice. You should consult with qualified professionals for such advice. AI-generated insights are supplementary information only.

11.5 Accounting System Dependencies

We are not responsible for any issues arising from:

• Inaccuracies in your accounting system data
• Your choice of accounting method (Cash vs. Accrual) and its impact on reporting
• Inconsistent or inaccurate transaction categorization
• Inconsistent naming of accounts, customers, or vendors
• Misclassification of Customers (including Clients, Jobs, Projects, Revenue Sources)
• Improper Vendor identification or classification
• Interruptions in accounting system availability
• Changes to accounting system APIs or access methods
• Loss of connection to your accounting system
• Unauthorized access due to shared credentials

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAIFOKAL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM:

• YOUR USE OF OR INABILITY TO USE THE APP
• INACCURACIES IN YOUR ACCOUNTING DATA
• UNAUTHORIZED ACCESS TO YOUR ACCOUNTING SYSTEM
• ANY BUSINESS DECISIONS MADE BASED ON APP OUTPUTS
• ANY OTHER MATTER RELATING TO THE SERVICE

IN NO EVENT SHALL BAIFOKAL'S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU TO BAIFOKAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Baifokal and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of the App
• Your violation of these Terms
• Inaccuracies in your accounting data
• Your provision of accounting system credentials
• Any business decisions based on App outputs

14. TERMINATION AND SUSPENSION

14.1 Termination by You

You may terminate your account at any time by contacting us via our contact form

14.2 Termination by Us

We reserve the right to suspend or terminate your account immediately, without notice, for:

• Violation of these Terms, including prohibited activities
• Suspected fraudulent, abusive, or illegal activity
• Non-payment of subscription fees
• Use of profanity or inappropriate language
• Excessive API usage that impacts system performance
• Sharing of authentication credentials
• Unauthorized resale of outputs
• Any activity that harms our reputation or other users

14.3 Investigation and Suspension

• We may suspend your account during investigation of suspected violations
• No service credits or refunds will be provided during suspension periods
• We may report illegal activities to appropriate authorities

14.4 Effect of Termination

Upon termination:

• Your access to the App will immediately cease
• Your connection to accounting systems will be severed
• Your individual business data will be deleted according to our data retention policy
• No refunds will be provided for any remaining subscription period
• Baifokal retains all rights to aggregated and statistical data previously created
• Provisions of these Terms that by their nature should survive termination shall survive

15. GOVERNING LAW AND DISPUTES

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

15.2 Dispute Resolution

Any disputes arising out of or relating to these Terms or the App shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Florida.

15.3 Jurisdiction

For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Florida.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Baifokal regarding the App.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

16.5 Export Controls

You agree to comply with all applicable export and import laws and regulations, and you represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country.

16.6 Monitoring and Enforcement

We reserve the right to:

• Monitor your use of the App for compliance with these Terms
• Investigate suspected violations
• Take appropriate legal action against violations
• Cooperate with law enforcement authorities

16.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

16.8 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16.9 Notices

All notices must be in writing and sent via our contact form

17. CONTACT INFORMATION

For questions about these Terms of Service, please contact via our contact form