Terms of Use — AccLyf Client Portal

1. About These Terms

These Terms of Use ("Terms") govern your access to and use of the AccLyf client portal (the "Portal"), operated by AccLyf LLC ("AccLyf," "we," "our," or "us"). By accessing or using the Portal, you agree to be bound by these Terms. If you do not agree, you may not use the Portal.

These Terms apply to all portal users, including representatives of businesses that have engaged AccLyf for accounting or related professional services. They do not modify, replace, or supersede any separate engagement letter or service agreement you have entered into with AccLyf; in the event of a conflict, the engagement letter or service agreement governs the professional relationship.

2. Business-User Eligibility and Authority

The Portal is intended for use by businesses and organizations, not individual consumers. By creating an account, you represent that:

You are at least 18 years of age.
You have the legal authority to bind the business or organization on whose behalf you are registering.
All information you provide during registration is accurate, current, and complete.
Your use of the Portal complies with all applicable laws, regulations, and professional obligations.

3. Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

Use a strong, unique password and update it if you believe it has been compromised.
Notify AccLyf immediately at clientservices@acclyf.com if you suspect unauthorized access to your account.
Not share your login credentials with any other person, including colleagues at your organization who should request their own accounts.

AccLyf will never ask for your password by email, phone, or any other channel.

4. Permitted Use

You may use the Portal to:

Submit and track service requests related to your AccLyf engagement.
Securely upload and download documents required for your engagement.
Review status updates and communications from AccLyf staff.
Manage your account profile and company information.

All use must be in connection with a current or prospective engagement with AccLyf and must comply with these Terms and all applicable laws.

5. Prohibited Use

You may not:

Use the Portal for any unlawful purpose or in violation of any applicable law or regulation.
Attempt to gain unauthorized access to any part of the Portal, its infrastructure, or any other user's account or data.
Upload, transmit, or distribute malicious code, viruses, or any content that could damage or disrupt the Portal or other users.
Scrape, crawl, or otherwise systematically extract data from the Portal without prior written authorization from AccLyf.
Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
Use the Portal to facilitate fraud, money laundering, or any other financial crime.
Interfere with or disrupt the integrity or performance of the Portal or its underlying systems.

6. Client-Uploaded Documents and Information

You retain ownership of all documents and information you upload to the Portal. By uploading content, you grant AccLyf a limited, non-exclusive license to access and use that content solely to provide the professional services described in your engagement letter and to operate and maintain the Portal.

You are solely responsible for ensuring that any documents or information you upload do not violate the rights of any third party, including intellectual property rights, privacy rights, or confidentiality obligations.

7. Client Responsibility for Accuracy and Timeliness

AccLyf's professional services depend on the accuracy, completeness, and timeliness of the information and documents you provide through the Portal. You are responsible for:

Ensuring all submitted information is accurate and complete.
Responding to requests from AccLyf within the timeframes agreed in your engagement letter.
Promptly notifying AccLyf if you discover that previously submitted information was incorrect or has changed.

AccLyf is not liable for errors or delays in professional services resulting from inaccurate, incomplete, or untimely information provided by you.

8. Portal Communications and Electronic Records

By using the Portal, you consent to receive communications from AccLyf electronically, including notifications, status updates, and documents delivered through the Portal or by email. Electronic records and communications delivered through the Portal satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

Communications through the Portal are not a substitute for legal service of process or formal legal notices unless otherwise expressly agreed in writing.

9. Relationship to Engagement Letters and Service Agreements

These Terms govern your use of the Portal as a technology platform. They do not create, modify, or supersede any professional services relationship, engagement letter, or service agreement between you and AccLyf. The scope, fees, and terms of any professional services are governed solely by your applicable engagement documentation.

10. No Professional Advice Through the Portal

Content, comments, and general information provided through the Portal do not constitute professional accounting, tax, legal, financial, or other professional advice. Do not act on Portal communications as professional advice without consulting your AccLyf engagement team or other qualified professional advisor regarding your specific circumstances.

11. Third-Party Services

The Portal relies on third-party service providers, including Supabase for data infrastructure and Vercel for hosting. These providers are contractually required to maintain appropriate security standards and are listed in the Privacy Notice. AccLyf is not responsible for the independent actions, outages, or failures of third-party providers, except to the extent required by applicable law.

12. Availability and Service Changes

AccLyf will make commercially reasonable efforts to keep the Portal available. However, we do not guarantee uninterrupted or error-free access. The Portal may be temporarily unavailable due to maintenance, upgrades, security incidents, or circumstances beyond our control.

We reserve the right to modify, suspend, or discontinue any feature of the Portal at any time. Where reasonably practicable, we will provide advance notice of material changes through the Portal or by email.

13. Suspension and Termination

AccLyf may suspend or terminate your access to the Portal at any time if we reasonably believe you have violated these Terms, your engagement has concluded, or suspension is required for legal or security reasons. We will use commercially reasonable efforts to notify you before or promptly after any suspension or termination, except where doing so would compromise security or legal obligations.

Upon termination, your right to access the Portal ceases. Provisions of these Terms that by their nature should survive termination (including Sections 6, 10, 16, 17, and 18) will continue to apply.

14. Intellectual Property

The Portal, including its design, software, and content created by AccLyf, is owned by AccLyf LLC and protected by applicable intellectual property laws. You may not copy, reproduce, distribute, or create derivative works from Portal content without AccLyf's prior written consent, except as expressly permitted for your own internal business use in connection with your engagement.

15. Confidentiality and Security Measures

AccLyf implements commercially reasonable technical and organizational security measures to protect data transmitted through and stored in the Portal. You agree to use the Portal only from reasonably secure devices and networks, and to report any suspected security incidents promptly to clientservices@acclyf.com.

Each party agrees to maintain the confidentiality of the other party's confidential information disclosed through the Portal, consistent with the confidentiality obligations in the applicable engagement letter or service agreement.

16. Disclaimers

THE PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ACCLYF DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

YOUR USE OF THE PORTAL IS AT YOUR SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THE ABOVE EXCLUSIONS MAY NOT FULLY APPLY TO YOU.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACCLYF LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PORTAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACCLYF'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PORTAL WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO ACCLYF IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE THESE LIMITATIONS MAY NOT FULLY APPLY TO YOU.

18. Governing Law — Illinois

These Terms are governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Portal that is not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and you consent to personal jurisdiction in those courts.

19. Updates to These Terms

We may update these Terms from time to time. When we do, we will revise the effective date and version number at the top of this page and, for material changes, notify you through the Portal or by email. Continued use of the Portal after the effective date of updated Terms constitutes your acceptance of those updates.

If we make a material change, we may require you to affirmatively re-accept the updated Terms before continuing to use the Portal.

20. Contact

Questions about these Terms? Contact AccLyf at: clientservices@acclyf.com

AccLyf LLC — Chicago, Illinois