Apsis Terms of Service

These Terms of Service (the "Terms") are a binding legal agreement between you and Apsis Accounting LLC, a Florida limited liability company ("Apsis," "we," "us," or "our"), governing your access to and use of the Apsis accounting software, websites (including apsisaccounting.com), applications, APIs, AI features, and related services (together, the "Service").

PLEASE READ THESE TERMS CAREFULLY. SECTION 20 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT HOW DISPUTES ARE RESOLVED. SECTIONS 13, 14, AND 15 LIMIT OUR LIABILITY AND REQUIRE YOU TO INDEMNIFY US. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 20.7.

By checking the box indicating your agreement, clicking "Continue with Google," creating an account, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

1. Who May Use the Service; Accounts

1.1 Business use. The Service is intended for use by businesses and their authorized personnel, not for personal, family, or household purposes. You must be at least 18 years old and able to form a binding contract.

1.2 Acting for a business. If you use the Service on behalf of a company or other entity (a "Company"), you represent that you have authority to bind that Company to these Terms, and "you" includes that Company. Each Company workspace in the Service is a "Company Account."

1.3 Sign-in and credentials. You sign in using a third-party identity provider (currently Google). You are responsible for maintaining the security of your Google account and devices, and for all activity that occurs under your login or within any Company Account you own or administer. Notify us immediately at [support@apsisaccounting.com] of any unauthorized use.

1.4 Users you invite. Owners and administrators may invite other users to a Company Account. You are responsible for whom you invite, the access you grant, removing access when appropriate, and for those users' compliance with these Terms.

1.5 Accurate information. You agree to provide accurate, current, and complete account, company, and billing information and to keep it updated.

2. NO PROFESSIONAL ADVICE

2.1 APSIS IS A SOFTWARE TOOL, NOT AN ACCOUNTANT, TAX PREPARER, BOOKKEEPER, AUDITOR, FINANCIAL ADVISOR, OR LAW FIRM. Apsis does not provide accounting, bookkeeping, tax, audit, legal, investment, or financial advice, and no fiduciary, accountant-client, attorney-client, or other professional relationship is created by your use of the Service.

2.2 You are responsible for your books and filings. You, and any certified public accountant (CPA), enrolled agent, tax professional, or attorney you engage, are solely responsible for: (a) the accuracy, completeness, and categorization of all transactions, accounts, invoices, statements, and reports; (b) reviewing all output of the Service before relying on it; (c) all tax returns, payroll filings, sales-tax filings, information returns (e.g., Forms 1099), regulatory filings, and payments, and their timeliness; and (d) compliance with all laws applicable to your business.

2.3 Templates, defaults, and suggestions (including charts of accounts, categories, report formats, reminders, and help content) are provided for convenience only and may not be appropriate for your business or jurisdiction. We strongly recommend that you have a qualified CPA or tax professional review your books and all filings.

3. AI FEATURES

3.1 What they do. The Service includes artificial-intelligence features ("AI Features"), such as automated categorization of bank and card transactions, suggestions, summaries, and, where available, an AI support assistant that may have read-only access to data in your Company Account in order to answer your questions. AI Features may be powered by third-party model providers acting on our behalf.

3.1A Automatic posting. When your bank or card transactions are imported, AI Features may categorize them and, where the categorization meets a confidence threshold, post them to your books automatically, without a separate approval step. Transactions it is less sure of are left for you to review. Automatically posted entries are your entries: you are responsible for reviewing them, and you can recategorize or reverse any of them.

3.2 AI OUTPUT MAY BE WRONG. AI Features are probabilistic and may produce output that is inaccurate, incomplete, outdated, misleading, or inappropriate, including incorrect categorizations, calculations, explanations, or descriptions of tax or accounting rules. AI output is not professional advice. You are solely responsible for reviewing, verifying, and accepting or correcting any AI output before relying on it or allowing it to affect your books, reports, invoices, or filings. Accepting an AI suggestion (individually or in bulk), and leaving an automatically posted entry in your books, is your decision and your responsibility.

3.3 No liability for AI reliance. To the maximum extent permitted by law, Apsis is not liable for any loss, penalty, interest, or damage arising from your use of or reliance on AI output, including any entry AI Features post to your books automatically.

3.4 No training on your data. We do not use your Customer Data to train generalized AI models, and we do not permit our AI providers to do so, as described in our Privacy Policy.

4. Third-Party Services

4.1 Integrations. The Service interoperates with third-party services that we do not own or control, including Plaid (bank and card connections), Google (sign-in and Gmail sending), Anthropic and other AI model providers, Railway (hosting and database), and, once offered, Stripe (subscription billing and payment processing) ("Third-Party Services").

4.2 Their terms apply. Your use of a Third-Party Service is governed by that provider's own terms and privacy policy, including, as applicable, the Plaid End User Privacy Policy, the Stripe Services Agreement (including the Stripe Connected Account Agreement), and the Google Terms of Service. You authorize Apsis to access and exchange data with Third-Party Services on your behalf as needed to provide the features you enable.

4.3 DISCLAIMER. APSIS IS NOT RESPONSIBLE FOR, AND MAKES NO WARRANTY REGARDING, ANY THIRD-PARTY SERVICE, including its availability, accuracy, security, data feeds (for example, missing, delayed, duplicated, or incorrect bank transactions or balances), outages, changes, fees, account holds, payout delays, chargebacks, or discontinuation. A Third-Party Service may change or stop working with the Service at any time without liability to us.

5. Email Sent From Your Gmail Account

5.1 How it works. If you connect your Google account for sending, the Service requests the Google permission to send email on your behalf (the gmail.send scope), together with your Google email address (the openid and email scopes) so we can confirm the address is yours. The Service uses these solely to send invoices, statements, payment reminders, invitations, and similar messages that you or your Company Account create, schedule, or enable. The Service does not read, search, or store the contents of your mailbox.

5.2 You are the sender. Emails sent through your connected account are sent from you, in your name.

5.2A Automated reminders. A Company Account's administrator may choose a user (the "Reminder Sender") whose connected Gmail account sends the Company's automated overdue-payment reminders. By agreeing to act as Reminder Sender, you authorize the Service to send those reminders from your account on the Company's behalf. The Company, and the administrator who enabled the reminders, are responsible for those reminders as described in Section 5.2B(a)–(d). If the Reminder Sender's connection stops working or the Reminder Sender leaves the Company Account, reminders pause until another Reminder Sender is chosen.

5.2B Responsibility for messages. You are solely responsible for: (a) the recipients, content, accuracy, timing, and frequency of all messages, including automated reminders you enable; (b) having all necessary rights and consents to email each recipient; (c) compliance with applicable law, including the CAN-SPAM Act, the Telephone Consumer Protection Act (where applicable), the Fair Debt Collection Practices Act and state collection laws (where applicable), and anti-spam and privacy laws; and (d) compliance with Google's terms and sending limits.

5.3 No guarantee of delivery. We do not guarantee that any email will be sent, delivered, opened, or not marked as spam, and we are not responsible for messages blocked, delayed, or rejected by Google or any recipient's provider.

5.4 Revocation. You may disconnect Gmail at any time in the Service (Settings → My email) or at myaccount.google.com/permissions. When you disconnect in the Service, we delete the stored token immediately and ask Google to revoke it. Disconnecting stops future sends from your account, including scheduled reminders if you are the Reminder Sender. Removing a user from a Company Account also deletes that user's Gmail connection for that Company.

6. Your Data

6.1 Ownership. As between you and Apsis, you own the data, documents, and content you or your users submit to or import into the Service, including data retrieved from your connected accounts ("Customer Data").

6.2 License to us. You grant Apsis and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data as necessary to provide, secure, support, and improve the Service and as described in our Privacy Policy. We may create and use de-identified or aggregated data that does not identify you or any individual.

6.3 Your responsibilities. You represent that you have all rights, consents, and authority necessary to submit Customer Data and to have us process it. You are solely responsible for the legality, accuracy, and quality of Customer Data.

6.4 BACKUPS ARE YOUR RESPONSIBILITY. Although we maintain operational backups for our own disaster-recovery purposes, the Service is not a records-retention or archival system. You are responsible for maintaining your own independent copies of your books, reports, source documents, and any records you are legally required to keep (for example, records required by the IRS). Use the export features regularly. To the maximum extent permitted by law, Apsis is not liable for any loss, corruption, or deletion of Customer Data.

6.5 Data export. While your account is active, you may export your Customer Data using the export features in the Service (for example, CSV and PDF reports). After cancellation or termination, you will have thirty (30) days to request an export of your Customer Data, after which we may delete it in accordance with our Privacy Policy and retention schedule, without liability. We are not obligated to retain Customer Data beyond that period except as required by law.

6.6 Feedback. If you give us suggestions or feedback, we may use them without restriction or compensation.

7. Acceptable Use

You will not, and will not permit anyone to:

(a) use the Service for any unlawful, fraudulent, or deceptive purpose, including money laundering, tax evasion, sanctions evasion, or preparing false financial statements or records; (b) send spam, phishing, harassing, or unlawful messages, or emails to recipients who have not consented where consent is required; (c) upload malware or harmful code, or interfere with, overload, or disrupt the Service or its infrastructure; (d) access or attempt to access another customer's data, or probe, scan, or test the vulnerability of the Service without our written permission; (e) reverse engineer, decompile, or attempt to derive source code, models, or underlying structure of the Service, except to the extent applicable law expressly permits; (f) copy, resell, sublicense, frame, or offer the Service as a service bureau, or use it to build a competing product; (g) scrape the Service or use bots or automated means to access it except through APIs we provide; (h) attempt to manipulate, jailbreak, or extract system prompts or other customers' data from AI Features; (i) infringe or misappropriate anyone's intellectual property, privacy, or other rights; or (j) use the Service in violation of the terms of any Third-Party Service, or in any country or by any person subject to U.S. sanctions.

8. Subscriptions, Billing, Auto-Renewal, and Cancellation

8.1 Plans and fees. Paid features require a subscription. Current plans and prices (for example, $19 per month for the base plan) are shown on our pricing page or in the Service. Fees are quoted in U.S. dollars and are exclusive of taxes unless stated otherwise.

8.2 Payment through Stripe. When paid subscriptions are offered, subscription payments are processed by Stripe, Inc. You authorize us (through Stripe) to charge your payment method for all fees when due. You are responsible for keeping your payment information current.

8.3 AUTOMATIC RENEWAL. YOUR SUBSCRIPTION AUTOMATICALLY RENEWS AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUAL, AS SELECTED) FOR THE SAME PERIOD, AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT FEE, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE.

8.4 Free trials. If you start a free trial, your paid subscription begins automatically when the trial ends unless you cancel before then.

8.5 Cancellation. You may cancel at any time in the Service's billing settings [or via the Stripe customer portal]. Cancellation takes effect at the end of the current paid billing period; you retain access until then. Except where required by law, fees are non-refundable, and we do not provide refunds or credits for partial periods, unused features, or downgrades.

8.6 Price changes. We may change prices or plan features. We will give you at least thirty (30) days' notice of a price increase, which will apply at your next renewal after the notice period. Continuing your subscription after the increase takes effect constitutes acceptance.

8.7 Late or failed payments. If a payment fails, we may retry the charge, and we may suspend or downgrade your access until payment is made. You are responsible for any taxes (other than taxes on our net income) associated with your subscription.

8.8 Disputed charges. You agree to contact us at [billing@apsisaccounting.com] before initiating a chargeback. We may suspend accounts with unresolved chargebacks.

9. Accepting Payments from Your Customers (Stripe Connect)

9.1 Stripe Connect. If and when offered, the Service may let you accept card and other payments on your invoices through Stripe Connect. To use this feature you must create or connect a Stripe account and accept the Stripe Connected Account Agreement and the Stripe Services Agreement (the "Stripe Terms"). Payment processing is provided by Stripe, not Apsis. Stripe, not Apsis, holds and transfers funds, and Stripe's onboarding, verification, risk, payout, reserve, and dispute decisions are governed by the Stripe Terms.

9.2 Apsis platform fee. In addition to Stripe's processing fees, Apsis may charge an application (platform) fee on payments you receive through the Service, currently 0.5% of each card payment, capped at [$X] per transaction. Fees are deducted from the payment at the time of the transaction and are non-refundable, including if the payment is later refunded or disputed, except as required by the Stripe Terms or law.

9.3 Your responsibilities. You are the merchant of record and are solely responsible for your products and services, refunds, chargebacks, disputes, customer service, surcharging and fee disclosures, and sales and other taxes on payments you receive. You authorize Apsis to share data with Stripe as necessary for this feature and to receive data from Stripe about your transactions.

9.4 No liability. Apsis is not a bank, money transmitter, or payment processor and is not liable for any failed, delayed, reversed, held, or misdirected payment or payout.

10. Intellectual Property

The Service, including its software, designs, text, graphics, AI prompts and configurations, and the "Apsis" name and logo, is owned by Apsis Accounting LLC or its licensors and is protected by intellectual property laws. Subject to these Terms and payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during your subscription. All rights not expressly granted are reserved.

11. Suspension and Termination

11.1 By you. You may stop using the Service and cancel your subscription at any time as described in Section 8.5.

11.2 By us. We may suspend or terminate your access to all or part of the Service, with or without notice, if: (a) you breach these Terms (including non-payment); (b) we reasonably believe your use poses a security, legal, fraud, or reputational risk to us, other users, or third parties; (c) required by law or by a Third-Party Service; or (d) we discontinue the Service. If we discontinue the Service for reasons other than your breach, we will give you reasonable notice where practicable and an opportunity to export your Customer Data, and we will refund any prepaid fees for the unused portion of the then-current billing period.

11.3 Effect. Upon termination, your right to use the Service ends immediately (or at the end of the paid period for a cancellation), and Section 6.5 governs data export and deletion. Sections that by their nature should survive termination will survive, including Sections 2, 3, 4.3, 5.2, 6, 9.3–9.4, and 12 through 22.

12. Confidentiality and Security

We will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as described in our Privacy Policy. However, no system is perfectly secure, and we do not guarantee that unauthorized access, breaches, or data loss will never occur. You are responsible for securing your own devices, accounts, and credentials and for configuring user access appropriately.

13. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL AI FEATURES, CONTENT, REPORTS, CALCULATIONS, AND THIRD-PARTY SERVICES, IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. APSIS ACCOUNTING LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY DATA, CALCULATIONS, CATEGORIZATIONS, REPORTS, TAX FIGURES, OR AI OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE; (C) DEFECTS WILL BE CORRECTED; (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR COMPLY WITH ANY ACCOUNTING STANDARD, TAX LAW, OR REGULATION; (E) BANK FEEDS, EMAILS, OR PAYMENTS WILL BE COMPLETE, DELIVERED, OR PROCESSED; OR (F) THE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU USE THE SERVICE AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM APSIS, ITS AI FEATURES, OR ITS SUPPORT CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in that case, such warranties are limited to the minimum scope and duration permitted by law.

14. LIMITATION OF LIABILITY

14.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL APSIS ACCOUNTING LLC OR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR AFFILIATES (THE "APSIS PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; COST OF SUBSTITUTE SERVICES; BUSINESS INTERRUPTION; OR TAXES, TAX PENALTIES, INTEREST, OR FINES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE APSIS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU ACTUALLY PAID APSIS FOR THE SERVICE DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM (EXCLUDING STRIPE PROCESSING FEES AND AMOUNTS PAID TO THIRD PARTIES), OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THIS APPLIES ALSO DURING A FREE TRIAL OR ON A FREE PLAN.

14.3 Basis of the bargain. You acknowledge that the fees reflect the allocation of risk in these Terms and that Apsis would not provide the Service without these limitations. The limitations in this Section apply even if a limited remedy fails of its essential purpose.

14.4 Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim arose, or it is permanently barred.

14.5 Exceptions required by law. Nothing in these Terms limits liability that cannot be limited under applicable law (for example, for fraud or intentional misconduct where such limitation is prohibited).

15. INDEMNIFICATION AND HOLD HARMLESS

15.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS APSIS ACCOUNTING LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUCCESSORS, ASSIGNS, AND AFFILIATES (each an "Indemnified Party") from and against any and all claims, demands, actions, investigations, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs, including on appeal) arising out of or relating to: (a) your or your users' access to or use of the Service; (b) Customer Data, including its accuracy and your rights to it; (c) emails sent from your connected account or through the Service on your behalf; (d) your books, financial statements, tax returns, and filings, and any reliance on them by you or any third party (including lenders, investors, taxing authorities, and customers); (e) your products, services, invoices, payments, refunds, and disputes with your customers, vendors, or employees; (f) your use of Third-Party Services, including Stripe Connect; (g) your breach of these Terms or violation of any law or third-party right; or (h) your negligence or willful misconduct.

15.1A INDEMNITY INCLUDES APSIS'S OWN NEGLIGENCE. YOUR OBLIGATIONS UNDER SECTION 15.1 APPLY EVEN IF THE CLAIM, LOSS, OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF AN INDEMNIFIED PARTY, INCLUDING ERRORS IN THE SERVICE, ITS CALCULATIONS, OR ITS AI FEATURES. They do not apply to the extent a claim is finally determined to have been caused by an Indemnified Party's gross negligence, fraud, or willful misconduct.

15.2 Procedure. We will give you notice of any claim for which we seek indemnity (provided that failure to do so relieves you of obligations only to the extent you are materially prejudiced). We may control the defense of any claim with counsel of our choosing at your expense, and you will cooperate. You may not settle any claim that imposes any obligation or admission on an Indemnified Party without our prior written consent.

16. Changes to the Service

We may add, change, or remove features, AI models, integrations, or plans at any time. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service, except as stated in Section 11.2.

17. Changes to These Terms

We may update these Terms from time to time. Each version is identified by a version identifier and date at the top. If we make material changes, we will notify you by email, in-app notice, or by requiring you to review and accept the updated Terms the next time you sign in. Changes take effect on the date stated in the notice (generally not less than fifteen (15) days after notice for material changes, except changes required by law or relating to new features, which may take effect immediately). Your continued use of the Service after the effective date, or your acceptance of the updated Terms, constitutes agreement. If you do not agree, you must stop using the Service and cancel. Changes to Section 20 will not apply to disputes of which we had actual notice before the change.

18. Electronic Communications and Consent Records

You consent to receive communications from us electronically, including by email and in-app notices, and agree that such communications satisfy any legal requirement that they be in writing. You agree that your checkbox acceptance constitutes your electronic signature. We keep a record of your acceptance (including your user identifier, the Terms and Privacy Policy versions, the date and time, and the IP address and user agent) as evidence of your agreement.

19. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and, to the extent applicable, the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 20 (arbitration), any action that is not subject to arbitration, any action to compel arbitration, and any action to confirm, vacate, or enforce an arbitration award must be brought exclusively in the state courts located in Pinellas County, Florida, or the United States District Court for the Middle District of Florida (Tampa Division), and you and Apsis consent to the personal jurisdiction of and venue in those courts and waive any objection based on inconvenient forum.

20. BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ CAREFULLY. ARBITRATION IS THE PRIMARY AND EXCLUSIVE MEANS OF RESOLVING DISPUTES UNDER THESE TERMS. IT MEANS YOU AND APSIS WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

20.1 Informal resolution first. Before starting arbitration, the party with a dispute must send a written notice describing the dispute and the relief sought (for disputes with us, to [legal@apsisaccounting.com] and our mailing address below). The parties will attempt in good faith to resolve the dispute informally for thirty (30) days after notice.

20.2 Agreement to arbitrate. Except as provided in Section 20.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your relationship with Apsis, including the formation, scope, validity, or enforceability of this arbitration agreement, will be resolved by final and binding arbitration under the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

20.3 Rules and seat. Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or another mutually agreed provider), before a single arbitrator. The seat and venue of arbitration will be Pinellas County, Florida; however, if the amount in controversy is $25,000 or less, the arbitration may be conducted by video conference or on written submissions, at the claimant's election. The arbitrator will apply Florida law and these Terms (including the limitations of liability) and may award any relief available to an individual in court, limited to the individual claimant. Judgment on the award may be entered in any court of competent jurisdiction, including the courts in Pinellas County, Florida.

20.4 Costs. Each party bears its own attorneys' fees and costs, and filing and arbitrator fees are allocated under the applicable AAA rules, except that the arbitrator may award fees and costs to the prevailing party where permitted by law or these Terms.

20.5 Exceptions. Either party may (a) bring an individual claim in small-claims court in Pinellas County, Florida, if it qualifies; and (b) seek temporary or preliminary injunctive relief in the courts specified in Section 19 to protect its intellectual property, confidential information, or the security of the Service, or to stop unauthorized use, pending arbitration.

20.6 CLASS ACTION AND JURY WAIVER. YOU AND APSIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, YOU AND APSIS WAIVE ANY RIGHT TO A JURY TRIAL. If this class action waiver is found unenforceable as to a claim, that claim (and only that claim) must be severed and brought in the courts specified in Section 19, and the remainder of this Section 20 will still apply.

20.7 30-DAY RIGHT TO OPT OUT. You may opt out of this arbitration agreement by sending written notice to [legal@apsisaccounting.com] (subject line: "Arbitration Opt-Out") within thirty (30) days after you first accept these Terms, stating your name, account email, Company name, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms; disputes will then be resolved exclusively in the courts specified in Section 19, and the jury and class action waivers in Section 20.6 will continue to apply to the extent permitted by law.

20.8 Mass filings. If 25 or more similar arbitration demands are filed by or with the assistance of the same counsel or coordinated parties, they may be administered in batches under the AAA's mass arbitration procedures, and the parties agree to cooperate to resolve them efficiently.

21. General

21.1 Entire agreement. These Terms, the Privacy Policy, and any plan or order terms presented in the Service constitute the entire agreement between you and Apsis regarding the Service and supersede all prior agreements on that subject. 21.2 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. 21.3 No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision. 21.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. 21.5 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of Third-Party Services, internet or utility failures, cyberattacks, labor disputes, natural disasters (including hurricanes), pandemics, or government action. 21.6 Independent contractors; no third-party beneficiaries. The parties are independent contractors. Except for the Indemnified Parties and Apsis Parties, who are intended third-party beneficiaries of Sections 13–15, there are no third-party beneficiaries. 21.7 Export and sanctions. You will comply with U.S. export control and sanctions laws. 21.8 Headings; interpretation. Headings are for convenience only. "Including" means "including without limitation." 21.9 Notices. We may give notices to the email associated with your account or in the Service. Notices to us must be sent to the addresses below.

22. Contact

Apsis Accounting LLC, 4370 Tarpon Lake Blvd., Palm Harbor, Florida 34685. Email: [legal@apsisaccounting.com] · Support: [support@apsisaccounting.com] Website: https://apsisaccounting.com