BizFyle Terms of Service

1. Agreement and acceptance

These Terms of Service (the "Terms") are a legally binding agreement between BizFyle LLC, a Wyoming limited liability company ("BizFyle," "we," "us," or "our"), and the individual or entity accepting them ("Customer," "you," or "your"). They govern your access to bizfyle.com, any BizFyle portal, forms, applications, communications, and the professional and administrative services BizFyle agrees to provide (collectively, the "Services").

You accept these Terms when you sign or electronically accept an order form, proposal, engagement letter, or similar document; click an acceptance box; purchase or renew a Service; create or use an account; or otherwise use the Services after receiving or being directed to these Terms. If you do not agree, do not purchase or use the Services.

Our Privacy Policy explains how we handle personal information and is incorporated into these Terms by reference. Certain Services may also require legally mandated disclosures, authorizations, consents, or professional engagement terms.

2. Eligibility and authority

You must be at least 18 years old and legally capable of entering a binding agreement. The Services are intended principally for businesses, founders, owners, and authorized business representatives. If you accept these Terms for an entity, you represent that you have authority to bind that entity; references to "you" include both you and the entity.

You may not use the Services if doing so would violate law, sanctions, export restrictions, professional rules, or an agreement binding you. We may conduct identity, business, fraud, sanctions, or eligibility checks and may decline or condition an engagement where reasonably necessary.

3. The documents that form our agreement

Your agreement with BizFyle may include these Terms, an order form, proposal, statement of work, engagement letter, invoice, service-specific addendum, pricing or promotional terms, and required authorization or consent (each, an "Order Document"). Together they form the "Agreement."

If provisions conflict, the following order generally applies: (1) a signed engagement letter or statement of work; (2) a signed order form or proposal; (3) a service-specific addendum; (4) these Terms; and (5) general website descriptions. A later document controls only for the subject it expressly addresses. Marketing pages and conversations do not expand the scope unless incorporated into an Order Document.

4. Services and scope

BizFyle will provide the Services described in the applicable Order Document using personnel, contractors, professional partners, service providers, and technology selected by BizFyle. We may reasonably adjust personnel, workflow, systems, or methods without materially reducing the agreed Service.

Changes in transaction volume, number of accounts or entities, payroll headcount, inventory, filing obligations, jurisdictions, complexity, record condition, reporting frequency, or requested deliverables may require a revised scope, timeline, and fee. We will seek your approval before performing material out-of-scope paid work unless immediate action is reasonably necessary to protect an agreed filing or account and you have authorized such action.

BizFyle has no obligation to identify services, filings, registrations, taxes, licenses, deadlines, errors, fraud, or compliance obligations outside the agreed scope. Deliverables and timing may depend on onboarding, payment, access, complete records, timely decisions, third-party availability, and government processing.

5. Your responsibilities

You remain responsible for your business, records, accounts, employees, contractors, taxes, legal compliance, internal controls, and management decisions. You agree to:

• provide complete, accurate, current, and lawful information, records, explanations, access, funding, approvals, and instructions by the dates we request;
• inform us promptly of material transactions, ownership changes, new accounts, notices, deadlines, payroll changes, tax elections, business activities, jurisdictions, or other facts relevant to the Services;
• review deliverables, reports, returns, filings, payroll data, payment instructions, and assumptions promptly and notify us of suspected errors;
• make all management decisions, designate a competent decision-maker, evaluate the adequacy and results of the Services, and accept responsibility for implementation;
• maintain original documents, backups, independent access to your accounting and financial systems, and legally required business records;
• secure your accounts and devices and ensure that anyone acting for you is authorized; and
• use the Services and deliverables lawfully and only for your internal business purposes unless we agree otherwise.

We may rely on information and instructions supplied by you or an authorized person without independently verifying them. Incomplete, inaccurate, inconsistent, or late information may cause errors, missed deadlines, extensions, additional fees, revised deliverables, or suspension. BizFyle is not responsible for consequences caused by those conditions.

6. Bookkeeping and financial reporting

Bookkeeping Services may include transaction categorization, reconciliations, chart-of-accounts support, accounts payable or receivable reporting, catch-up work, and financial statements, as specified in your Order Document. We prepare work from the records, access, explanations, and assumptions you provide and may use reasonable professional judgment where information is incomplete.

Unless expressly stated in a separate written engagement:

• bookkeeping and financial reports are not an audit, review, compilation, examination, attestation, or other assurance service;
• BizFyle does not express an opinion or assurance on financial statements, internal controls, fraud, or compliance with generally accepted accounting principles (GAAP), IFRS, or another framework;
• we are not engaged to detect theft, fraud, illegal acts, or all errors, though we may communicate an issue that comes to our attention; and
• reports are prepared for your internal use and should not be provided to lenders, investors, regulators, or other third parties as audited or assured statements.

If you or another provider modifies the books while BizFyle is responsible for them, you must coordinate those changes with us. Conflicting or unreviewed changes may require remediation, additional fees, revised timelines, or termination. Catch-up, cleanup, historical reconstruction, and corrections to work performed before our engagement are separate unless expressly included.

7. Tax preparation and filing

Tax Services are provided only under an Order Document or tax engagement that identifies the returns, periods, jurisdictions, and taxpayer. BizFyle is not responsible for a return, election, notice, audit, amendment, information filing, foreign reporting obligation, sales tax matter, payroll tax matter, or jurisdiction not expressly included.

You are responsible for the completeness and accuracy of tax information; substantiation of income, deductions, credits, basis, and positions; reviewing the completed return; and signing or authorizing filing. We may rely on your information without auditing it and may request clarification or support. We will not take a position we conclude lacks reasonable support or violates applicable professional or legal standards.

Filing deadlines depend on receiving complete information, signed authorizations, and payment sufficiently in advance. We may recommend or file an extension when permitted, but an extension to file is generally not an extension to pay. You remain responsible for timely payment of taxes, estimates, interest, and penalties, except to the extent a final determination establishes that a penalty resulted directly from BizFyle's failure to perform an expressly agreed duty and applicable law does not permit limitation.

Tax laws and interpretations change, and outcomes depend on facts and taxing authorities. We do not guarantee a refund, tax result, credit, deduction, election, processing time, or absence of examination. Audit defense, notice response, tax resolution, amended returns, and representation before an authority are outside scope unless separately agreed. Use or disclosure of tax return information is also subject to applicable law, including separate consent requirements where applicable.

8. Payroll services

You remain the employer and are solely responsible for hiring and termination decisions, worker classification, compensation, time records, benefits, wage-and-hour compliance, employment eligibility, workplace obligations, approvals, and sufficient funds. BizFyle is not a professional employer organization, co-employer, staffing company, benefits administrator, or employment-law adviser unless a separate written agreement expressly says otherwise.

You must provide accurate payroll changes and approvals before stated cutoffs and review payroll registers, tax filings, employee data, and payment instructions promptly. You authorize BizFyle and relevant processors to use supplied information and initiate approved filings or payments. Late, incomplete, inaccurate, or unfunded instructions may cause delayed payroll, rejected payments, amended filings, penalties, or extra fees for which you remain responsible.

9. CFO, strategy, and advisory services

Advisory Services may include forecasts, budgets, dashboards, scenario analysis, cash-flow planning, KPI development, fundraising support, or management discussions. These deliverables depend on assumptions, estimates, historical data, and uncertain future events. Actual results will differ, potentially materially.

Advisory work is not investment, securities, brokerage, legal, valuation, audit, fairness-opinion, or fiduciary advice. BizFyle does not make management decisions, guarantee financing or business outcomes, solicit investors, or recommend buying or selling a security. You decide whether and how to act after consulting advisors appropriate to your circumstances.

10. Technology, automation, and AI-assisted tools

BizFyle may use accounting software, rules-based automation, optical character recognition, machine learning, and generative artificial intelligence ("AI-assisted tools") to extract information, suggest categories, match transactions, identify anomalies, summarize records, draft explanations, and support workflow or analysis.

AI-assisted outputs may be incomplete or inaccurate. BizFyle applies human review appropriate to the agreed Service, but no review process eliminates all risk. You must review material reports, filings, payroll details, decisions, and submissions presented for approval. BizFyle does not use AI to transfer your management responsibility or guarantee error-free work.

Our use of information with technology providers is governed by the Agreement and our Privacy Policy. We may use de-identified or aggregated information to analyze and improve Services, provided it does not reasonably identify you or another person.

11. Third-party services and integrations

The Services may connect with or depend on banks, accounting platforms, payroll processors, tax software, payment processors, ecommerce platforms, cloud storage, identity-verification providers, government systems, or other third parties. Your use of a third-party service is governed by that provider's agreement and privacy practices. You are responsible for its fees, permissions, availability, and lawful use.

You authorize BizFyle to access, retrieve, submit, and exchange information through services you connect or direct us to use, including through credentials, tokens, delegated access, or limited agency authority. You represent that you have authority to grant that access. We seek to use limited access appropriate to the task, but third-party functionality and permissions are controlled by the provider.

BizFyle does not control and is not responsible for a third party's security, accuracy, interruption, data loss, changed terms, suspension, approval decision, or failure. If an integration becomes unavailable or materially changes, we may require another method, revise the scope or fee, suspend the affected Service, or terminate it with notice.

12. Accounts, security, and acceptable use

You must provide current account information, maintain the confidentiality of credentials and authentication methods, and notify us promptly of suspected unauthorized access. You are responsible for activity by your authorized users and for configuring access appropriately.

You may not use the Services to violate law or third-party rights; transmit malware or harmful code; interfere with security or operation; gain unauthorized access; impersonate another person; submit fraudulent or misleading information; scrape, reverse engineer, or commercially exploit BizFyle technology or content; or facilitate money laundering, tax evasion, sanctions violations, fraud, abusive conduct, or another unlawful activity.

We may restrict access, require verification, preserve information, or report activity where reasonably necessary to protect customers, BizFyle, third parties, or legal compliance.

13. Customer data and confidentiality

"Customer Data" means information, files, records, credentials, and instructions supplied by or for you or accessed at your direction. As between the parties, you retain your rights in Customer Data. You grant BizFyle and its service providers a non-exclusive right to host, access, copy, process, transmit, modify, and create outputs from Customer Data as reasonably necessary to provide, secure, support, document, and improve the Services, enforce the Agreement, and comply with law.

You represent that you have all rights, notices, consents, and lawful authority required to provide Customer Data, including information about employees, contractors, owners, vendors, customers, and other people. You remain responsible for source records and backups.

Confidential information

Each party will use the other party's nonpublic information only to perform or receive the Services, exercise rights, and comply with law; will protect it using reasonable care; and will disclose it only to personnel, contractors, advisors, and service providers who need it and are bound by appropriate duties. These obligations do not cover information that is lawfully public, already known without restriction, independently developed, or lawfully received from another source.

A party may disclose information when legally required after giving notice where permitted. BizFyle may retain records and workpapers as required by law, professional standards, security, backup practices, and legitimate business needs. Tax-return information may be subject to additional statutory restrictions.

14. Intellectual property and deliverables

BizFyle and its licensors retain all rights in the websites, portals, software, processes, methods, templates, models, taxonomies, know-how, designs, training materials, workpapers, and improvements used to provide the Services ("BizFyle Materials"). No ownership transfers except as expressly stated.

After payment of applicable fees, you may use final reports, filings, statements, and other customer-specific deliverables internally for the purpose for which they were prepared. This license does not permit resale, publication as BizFyle advice to third parties, removal of notices, or use of BizFyle Materials to create a competing service. Customer Data embedded in a deliverable remains yours, while underlying BizFyle Materials remain ours.

If you provide feedback or suggestions, BizFyle may use them without restriction or compensation, provided we do not publicly identify you without permission. We will not use your name or logo in public marketing without consent.

15. Fees, taxes, and payment

You agree to pay the fees, deposits, expenses, government charges, taxes, and third-party costs stated in the Order Document or approved by you. Prices described as "starting at" are estimates of minimum pricing and may change based on scope, volume, complexity, entities, accounts, payroll, inventory, jurisdictions, record condition, timing, and reporting needs.

Unless the Order Document says otherwise, subscription fees are billed in advance and project, cleanup, filing, or out-of-scope fees may be billed before work begins or as incurred. You authorize BizFyle and its payment processor to charge the payment method on file for amounts due and recurring renewals. You must keep payment information current.

Fees exclude sales, use, excise, VAT, withholding, and similar transaction taxes, which you are responsible for except taxes on BizFyle's net income. Government and third-party charges are not BizFyle revenue and may change without notice. You may not withhold or offset undisputed amounts.

If payment is late or fails, we may pause work, withhold delivery, decline a filing, accelerate outstanding amounts, or terminate the affected Service after reasonable notice. You are responsible for lawful collection costs and any late charge stated in the Order Document or, if none, the lesser of 1.5% per month and the maximum lawful rate.

16. Promotions, discounts, free months, and trials

Promotions are subject to the terms displayed with the offer, including eligibility, time, Service, state, transaction, scope, and redemption limits. Unless stated otherwise, an offer is limited to one per customer and related entities, has no cash value, cannot be combined, excludes government and third-party fees, and may be withdrawn or denied for fraud, duplicate accounts, misuse, or ineligibility.

A free month or trial may cover only stated recurring Services and limits; it does not automatically include cleanup, catch-up, payroll, tax filing, advisory work, state fees, prior-period work, or complex activity. You may be required to provide a valid payment method, and paid service may begin after the promotional period unless you cancel as disclosed. Promotional terms control over this section for the specific offer.

17. Renewal, cancellation, and refunds

The initial term and renewal period are stated in the Order Document. If it states that a Service renews automatically, it will renew for the stated period at the then-applicable fee unless either party gives cancellation notice before the renewal or billing date specified there.

For a month-to-month Service described as "cancel anytime," cancellation prevents the next monthly renewal when received before that billing date; it does not retroactively refund the current period. Annual, fixed-fee, filing, tax, catch-up, cleanup, setup, and custom-project fees are nonrefundable once the applicable work has begun, except as required by law or expressly stated. Government charges, service-provider charges already incurred, card fees, postage, and third-party costs are nonrefundable.

If BizFyle terminates a prepaid Service without cause before delivering it, we will refund the unused portion attributable to the undelivered period or work, excluding nonrefundable costs. Cancellation does not remove your obligation to pay for work completed, committed costs, approved out-of-scope work, or amounts already due.

18. Suspension, termination, and transition

Either party may terminate as allowed by the Order Document. Either party may terminate for a material breach not cured within 10 days after written notice, or immediately if the breach cannot be cured. BizFyle may suspend or terminate immediately for nonpayment, unlawful or abusive conduct, security risk, false or incomplete information, sanctions concerns, professional conflict, loss of necessary access or cooperation, or a request that we violate law or standards.

On termination, your right to use the affected Services ends, outstanding amounts become due, and you remain responsible for all deadlines, filings, payments, payroll, notices, and transition arrangements. On request and subject to payment, we will make reasonably available customer-owned final deliverables already completed and accessible Customer Data in our standard format, subject to law, retention requirements, system limitations, and third-party platform access. We do not guarantee indefinite portal access or storage.

Provisions that by nature should survive will survive, including payment, confidentiality, intellectual property, disclaimers, liability limits, indemnification, disputes, and general provisions.

19. Professional limitations and disclaimers

BizFyle will perform agreed Services in a professional manner consistent with reasonable industry practices. Except for that limited commitment and any express written warranty, the Services, websites, technology, and content are provided "as is" and "as available." To the fullest extent permitted by law, BizFyle disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and any warranty arising from course of dealing or usage.

BizFyle does not warrant that the Services will be uninterrupted, error-free, secure against every threat, or compatible with every third-party system; that all errors, irregularities, fraud, obligations, or opportunities will be detected; or that any report, application, filing, refund, financing, tax outcome, government action, business result, or timeline will occur.

No person may rely on a deliverable as a third-party beneficiary. If you provide a deliverable to a third party, you are responsible for explaining its purpose and limitations and indemnifying BizFyle from unauthorized third-party reliance, except where BizFyle expressly agrees otherwise in writing.

20. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profits, revenue, goodwill, opportunity, financing, anticipated savings, or business interruption; or loss or corruption of data, even if advised that such damages were possible.

To the fullest extent permitted by law, BizFyle's total aggregate liability arising from or relating to an affected Service or the Agreement will not exceed the fees you paid or owed to BizFyle for that affected Service during the six months immediately preceding the event giving rise to the first claim. If the affected Service was a one-time project lasting less than six months, the cap will not exceed the fees paid or owed for that project.

The limitations apply regardless of the legal theory and to BizFyle's affiliates, owners, personnel, contractors, and suppliers. They do not limit your payment obligations or liability for misuse of BizFyle intellectual property, your indemnification obligations, either party's fraud or willful misconduct, or liability that cannot lawfully be limited. The parties agree that fees reflect this allocation of risk.

21. Indemnification

You will defend, indemnify, and hold harmless BizFyle, its affiliates, and their personnel from third-party claims, damages, penalties, costs, and reasonable attorneys' fees arising from: (a) Customer Data, instructions, or materials that violate law or third-party rights; (b) your business operations, products, employees, contractors, taxes, wages, benefits, or legal compliance; (c) your unauthorized or unlawful use of a Service or deliverable; (d) your breach of the Agreement; or (e) an act or omission by you or a person under your control.

BizFyle will give reasonable notice and cooperation. You may control the defense with qualified counsel, but may not settle a claim in a way that admits fault by, imposes nonmonetary obligations on, or fails to release BizFyle without our written consent. BizFyle may participate with counsel at its own expense.

22. Review, errors, and claim period

You must review time-sensitive payroll registers, tax filings, payment details, and government submissions immediately and report a suspected error before the applicable cutoff whenever possible. For other deliverables, notify us promptly and no later than 30 days after delivery of a reasonably discoverable error. We will have a reasonable opportunity to investigate and, where the error is ours and can be corrected, reperform or correct the affected work.

To the extent permitted by law, any claim arising from the Agreement or Services must be commenced within one year after the claimant knew or reasonably should have known of the facts giving rise to it. This period does not apply where law prohibits contractual shortening.

23. Governing law and dispute resolution

23.1 Informal resolution first

Before filing a claim, the complaining party must send a written notice describing the facts, requested relief, and contact information. The parties will attempt in good faith to resolve the dispute for at least 30 days. Notice to BizFyle must be sent to info@bizfyle.com with the subject "Legal Dispute Notice" and by mail to the address in Section 26.

23.2 Binding individual arbitration

Except for the matters in Section 23.5 and unless you timely opt out under Section 23.8, any dispute, claim, or controversy arising out of or relating to the Agreement, Services, relationship between the parties, or validity of this arbitration provision will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its applicable Commercial Arbitration Rules. The Federal Arbitration Act governs interpretation and enforcement of this section.

A single arbitrator will conduct the proceeding in English. The arbitration may be conducted by video conference, telephone, written submissions, or in person, as the arbitrator determines consistent with the applicable rules and principles of fairness. The arbitrator may award relief available in court for the individual claim and will issue a reasoned written decision. A court of competent jurisdiction may enter judgment on the award.

23.3 Jury-trial waiver

YOU AND BIZFYLE WAIVE THE RIGHT TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY IN COURT, EXCEPT FOR A MATTER EXPRESSLY EXCLUDED FROM ARBITRATION.

23.4 Class and representative-action waiver

YOU AND BIZFYLE AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not combine claims or preside over a representative proceeding unless all affected parties agree in writing.

23.5 Exceptions

Either party may bring an eligible individual matter in small-claims court; seek temporary or emergency injunctive relief to protect accounts, confidential information, intellectual property, or prevent unauthorized access or unlawful conduct; or pursue collection of undisputed fees. A court may decide a dispute about enforceability of the class-action waiver, while the arbitrator decides other questions of arbitrability to the extent permitted by law.

23.6 Arbitration fees

Fees are allocated under the applicable AAA rules and law. Each party bears its own attorneys' fees unless the arbitrator awards them under applicable law or another provision of the Agreement.

23.7 Governing law and courts

The Agreement is governed by the laws of Wyoming, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs arbitration. For a dispute permitted in court, the parties consent to exclusive jurisdiction and venue in the state courts located in Sheridan County, Wyoming, or the United States District Court with jurisdiction over Sheridan County, and waive objections to that forum.

23.8 Thirty-day arbitration opt-out

You may opt out of Sections 23.2 through 23.6 by sending a personally signed notice within 30 days after you first accept these Terms. The notice must identify you and your business, state that you opt out of the BizFyle arbitration agreement, and be emailed to info@bizfyle.com with the subject "Arbitration Opt-Out" or mailed to the address in Section 26. Opting out will not affect other terms or your ability to receive Services.

23.9 Severability

If part of this section is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue, except that if the class-action waiver is finally held unenforceable for a particular claim, that claim must proceed in court and not class arbitration.

24. General terms

Independent contractor; subcontractors

BizFyle is an independent contractor and not your employee, partner, joint venturer, fiduciary, trustee, or general agent. BizFyle may use employees, contractors, affiliates, and specialized professional or technology providers and remains responsible for its contractual obligations, subject to the Agreement.

Assignment

You may not assign the Agreement without BizFyle's written consent. BizFyle may assign it in connection with a merger, reorganization, sale of assets or equity, affiliate restructuring, or by operation of law, and may assign payment rights. Any other assignment requires reasonable notice where practicable.

Force majeure

Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including natural disaster, epidemic, conflict, labor disruption, power or internet failure, cyberattack, third-party platform outage, banking disruption, government action, or agency processing delay. Payment obligations for completed work are not excused.

Electronic communications and signatures

You consent to electronic records, notices, invoices, signatures, and service communications. Electronic acceptance has the same effect as a handwritten signature. You must maintain a working email address and monitor the portal and communication channels you designate.

Notices

Operational notices may be delivered by email, portal, or other agreed channel. Formal legal notices must be in writing and sent by email plus nationally recognized courier, certified mail, or registered mail to the addresses in the Order Document or Section 26. Notice is effective on confirmed delivery, except an email rejection does not constitute delivery.

Entire agreement; waiver; severability

The Agreement is the complete agreement on its subject and supersedes prior or contemporaneous proposals, statements, and understandings. A waiver must be in writing and applies only to the stated instance. If a provision is unenforceable, it will be modified to the minimum extent needed and the remainder remains effective.

No third-party beneficiaries; headings; interpretation

The Agreement benefits only the parties and permitted successors. Headings aid navigation and do not change meaning. "Including" means "including without limitation." A provision will not be construed against a party merely because that party drafted it.

Export controls and sanctions

You represent that you and relevant owners are not prohibited or restricted parties and will not use the Services in violation of U.S. sanctions, anti-money-laundering, anti-bribery, export-control, or similar laws. We may request verification and suspend or refuse Services where required.

25. Changes to these Terms

We may update these Terms to reflect changes in Services, law, security, technology, or business practices. We will post the revised version and update the "Last updated" date. For a material change affecting an active paid Service, we will provide reasonable advance notice by email, portal, or website notice where practicable.

Changes apply prospectively from their effective date. Continued use after that date constitutes acceptance, but a material change will not retroactively alter an accrued claim. If you do not agree, you must stop using the website and may cancel an affected renewable Service under the applicable Order Document.

26. Contact BizFyle