LETS LEDGER MASTER SERVICES AGREEMENT


This Master Services Agreement (this “Agreement”) is made effective as of the date set forth below by and between Lets Ledger LLC , a New York Limited Liability Company  (“Company”) and the entity and/or individual/s whose name and address are set forth below on the signature page for this Agreement (hereinafter referred to as “Client”). Each of Client and Company is a “Party” and collectively, they are referred to herein as the “Parties”.


WHEREAS, Company, provides bookkeeping, accounting, tax, and other financial services (“Services”); and

WHEREAS, Client seeks to retain Company, and Company seeks to provide to Client Services as set forth in the Statement of Work (“SOW”), which shall be subject to the terms of this Agreement.

NOW THEREFORE, for the good and valuable consideration, set forth herein, the sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1. INFORMATION EXCHANGE. The information provided by Client to Company shall be true and accurate and is required to perform the Services in a timely manner. The Company shall not be held responsible for the production of inaccurate financial statements, records and billings, or any other financial reports based on inaccurate information provided by Client. Any information provided to Client by Company is strictly for managerial information purposes and are not for purposes of filing taxes without a review by a tax professional. Client bears full responsibility for accurate and timely filing of all returns unless specifically stated otherwise on the SOW. The financial statements are not confirmation for any accuracy or confirmation that any financial statements are audited or confirmed to comply with all or any sections of GAAP (Generally Accepted Accounting Principles). Client agrees to indemnify and hold harmless Company for any expense related to inaccurate or incomplete information or documentation.

2. CUSTOMER OBLIGATIONS, FEES AND EXPENSES. Client agrees to purchase the Services more particularly described in the SOW. Client shall timely pay all fees and charges set forth in the applicable schedule or SOW and shall include any set up fees (“Set Up Fees”), prepayment fees (“Prepayment Fees”), as well as costs of third party services or products, including agreed upon formulas governing increases thereto (collectively, the “Fees”). All Setup Fees and Prepayment Fees that may be charged to Client by Company are non-refundable. Client specifically acknowledges and agrees that it will not attempt to chargeback any Set Up Fees and Prepayment Fees authorized by the Client.

Client acknowledges and agrees that Client shall, at its own expense, provide all information, materials, data, access, and documents necessary to perform the Services as described in the SOW. If Company does not receive the access or data required to provide the Services under this Agreement, the time frame for delivery of Services will be extended accordingly.

The Client agrees to reimburse any pre-approved out of pocket expenses incurred by the Company in connection with the Services, including, but not limited to, travel expenses, audit fees, tax fees, software, etc.

3. CONFIDENTIALITY. Company, in the course of performing the Services hereunder may gain access to certain confidential or proprietary information of the Client. Such “Confidential Information” shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data belonging to the Client and any data, documents, discussion, or other information developed by the Company hereunder and any other proprietary and trade secret information of the Client. The Company agrees to hold all such Confidential Information of the Client in strict confidence and shall not, without the express prior permission of client disclose such Confidential Information, except to the extent that such Confidential Information becomes or is generally available to the public. In addition, it shall not be a breach of the confidentiality obligations hereof if Company is required by law or legal process to disclose any Confidential Information.

4. DISCLAIMER OF WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY. The Client agrees to release, indemnify and hold the Company, their partners, executors, heirs, successors and assigns, harmless from any and all liability and/or costs resulting from any negligence, known misrepresentations, and/or fraud participated in by Client, or Client’s partners, executors, heirs, successors and assigns, or agents of any kind , or such errors resulting from incomplete or inaccurate information provided by Client, and such indemnity shall not be limited to the term of this Agreement but shall be ongoing even after its termination.

The Client hereby agrees that any liability or damages of Company under this agreement, regardless of the form of action, shall be limited to the most recent monthly amount billed for services agreed to hereunder as its exclusive remedy. Client specifically waives their right to seek punitive damages. Client agrees that it shall not make any claim against the Company beyond such amount of monthly account, and the Company may rely on this paragraph as a complete bar to any such claim. More specifically, the Client agrees that the Company is not, and shall not be deemed to be liable for any losses resulting from advice provided by them or either of them, or from work done by them, or for loss of profits of the Client or of any other party which may flow there from, whether it be direct or incidental, whether or not they have been advised of the possibility of such damages, and the Client acknowledges and agrees to same hereto. Neither party may bring any action arising out of the services under this Agreement, regardless of form, more than one year after the date of the last services provided under this agreement.

5. CONDUCTING BUSINESS ELECTRONICALLY. The Client agrees that all business will be done electronically via email and other means of electronic communication.

6. TERM OF AGREEMENT AND TERMINATION. The initial term of this Agreement shall be stated in the SOW. This Agreement shall thereafter be automatically renewed for an additional term as stated in the SOW. Client may terminate this Agreement for by providing thirty (30) days written notice before the renewal (“Termination Notice”) to the other Party. Termination of this Agreement does not relieve Client of its obligations to pay all fees that have been accrued or are otherwise owed by Client, including payment of any Termination Fees that may be due. All termination communication must be sent to billing@letsledger.com. Company can terminate this agreement at any time.

Termination of this Agreement shall not limit either Party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Client of its obligation to pay all fees that have accrued or are otherwise owed by Client, including payment of any Termination Fees that may be due.

7. THIRD PARTY SOFTWARE. The Client agrees that the use of the third-party software links provided by the Company is done at the Client’s own discretion and risk and with agreement that the Client will be solely responsible for any damage to the Client’s computer system, loss of data or theft that results from such activities. The Client is solely responsible for adequate protection and backup of the data and equipment used in connection with any of the software links provided, and the Company will not be liable for any damages that the Client may suffer in connection with downloading, installing, using, modifying or distributing such software. No advice or information, whether oral or written, obtained by the Client from the Company or from the Company’s website shall create any warranty for the software.

8. INFORMATION PROVIDED AS RELATED PREPARATION OF TAX DOCUMENT. This section applies to preparation of tax documents to any tax authority which may be: sales tax, payroll tax, federal income tax, state, local tax, and any other tax agency. If original engagement was for non-tax services only, this section still applies if the Company receives a written or verbal confirmation to prepare tax documents. A mere fact that tax documents were prepared and submitted for the Client’s review constitutes acceptance of this section.

a) The Company will prepare your tax returns as indicated by the SOW the Client requests using information the Client provides to the Company. The Company may ask for clarification of some items but will not audit or otherwise verify the data you submit in excess of the due diligence requirements of set forth by the IRS and all applicable state and local tax agencies.

b) It is the Client’s sole responsibility to provide information required for preparation of complete and accurate returns. The Client should keep all documents, receipts, canceled checks, and other data that support Client’s reported income and deductions to prove accuracy and completeness of the returns to a taxing authority. The Client is ultimately responsible for the Client’s returns.

c) Company’s work will not include any procedures to discover defalcations or other irregularities. Company will only perform accounting and analysis which is necessary for preparation of Client’s applicable tax returns.

d) The Company must use its judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. In order to avoid penalties, The Company will apply the “more likely than not” reliance standard to resolve such issues. Client agrees to accept and honor our decisions regarding the need to make protective disclosures in your returns. Company does not represent itself as being licensed as or employing CPAs or attorneys.

e) Penalties of as much as $100,000 – personal $200,000 – corporate can be imposed on the Client for failing to disclose participation in “reportable transactions,” that is, certain arrangement the IRS has identified as potentially abusive. The Company will insist that all such transactions be properly disclosed. The law also imposes penalties when taxpayers understate their tax liability.

f) Client’s returns may be selected for audit or examination by a taxing authority. In the event of a tax audit or examination, the Company can arrange to be available to represent the Client. Such representation will be a separate engagement for which an SOW or engagement letter will be provided to the Client. Fees and expenses for defending the returns will be invoiced in accordance with terms of such SOW or engagement letter.

9. MISCELLANEOUS. (a) Governing Law. This Agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of law. Each party hereby irrevocably submits to the exercise of personal jurisdiction of the courts of the State of New York, sitting in New York County, and the courts of the United States for the Southern District of New York. (b) Each Party specifically waives a jury trial for any issue raised regarding the Agreement. (c)Force Majeure. Neither Party shall be liable for any delay or failure in performance due to war, acts of terror, riots, embargoes, strikes, accidents, fire, acts of God, supplier or vendor failure, outage or malfunction of local or long-distance telecommunications services, utility outage or other occurrence beyond such Party’s direct control (each, a “Force Majeure Event”). The non-performing Party shall notify the other Party of a Force Majeure Event, and if a Force Majeure Event continues for more than sixty (60) days, Company or Client may cancel this Agreement with no further liability (except for any amounts due and not paid by Client) as a result of such Force Majeure Event. (d) From time to time Company may update terms of this agreement. All notifications of change will be sent to the main email on file which is entered on this SOW form. It’s the Client’s responsibility to keep updated information on file. (e) The Company may assign this Agreement and its rights hereunder to a purchaser of all or substantially all of its assets or equity. (f) Time is of the Essence. With regard to all dates and time periods set forth or referred to in this agreement, time is of the essence. (g) In the event of a dispute arising under this Agreement, any and all reasonable costs of collection, including attorneys’ fees at all levels and Courts, shall be reimbursed to the prevailing party from the non-prevailing party.