Terms of Use

2.1 Practice OS and Agents. The Services consist of the Practice OS and the AccuMax Agents, which work on one client record.

2.2 Core and Enhanced Agents. Core Agents come with each Practice OS seat without a usage limit. Enhanced Agents run within an allowance, measured in activated client accounts per Agent, that depends on the Plan; use beyond the allowance is charged at the rates in the Order or on our pricing page when you exceed it. An Agent is used on a Practice OS seat; it is not sold on its own.

2.3 Changes. We may improve, add to or retire features. During a paid term we will not materially reduce the core functionality you have paid for.

2.4 Beta and preview features. We may offer features labeled beta or preview. They are provided as is, may change or end at any time, and may have additional terms.

3.1 License. Subject to these Terms, BusinessFirst grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes. You receive no ownership of the Services or the intellectual property in them.

3.2 Registration. You will give accurate, current and complete information, keep it up to date, keep your credentials secure, tell us promptly of any unauthorized use, and answer for all activity under your account. You represent that you are at least 18 and have the capacity to enter this Agreement; if you register for an organization, you represent that you have authority to bind it.

3.3 Seats. AccuMax is licensed per user. Each seat is for one named individual and may not be shared. Seasonal seats are available for a four-month period as described in the Order. The Customer is responsible for its Authorized Users and for their compliance with this Agreement.

3.4 Multi-factor authentication. Multi-factor authentication is required on the Services' portals. You will not disable or work around it.

4.1 Agents assist; your firm decides. The Agents draft and assist. A qualified member of your firm must review each Output and decide what is used, sent or filed.

4.2 Outputs can be wrong. Outputs may be incomplete, inaccurate, out of date or inconsistent, and similar Outputs may be generated for different users. You must check Outputs against source documents and authoritative sources before relying on them.

4.3 No professional advice. AccuMax is software. BusinessFirst is not an accounting firm, a law firm or a tax return preparer, and the Services do not provide tax, legal, accounting, financial or other professional advice. The Customer remains solely responsible for its professional judgment, return positions, filings, advice to Clients, engagement terms and compliance with the professional standards and laws that apply to it.

4.4 Client consents. The Customer is responsible for obtaining the consents and giving the notices needed for it to use the Services with Client information, including any consent required to use or disclose tax return information.

4.5 Your data and AI. Your User Content and Client data are used by the Agents as context at the moment an answer is generated and are not used to train AI models, ours or a provider's. They are not pooled with other firms' data. The AI models used by the Services are those offered within the Microsoft Azure AI platform. This section is intended to match the Privacy Policy and the Security page; the three must not drift apart.

4.6 Outputs. As between you and BusinessFirst, you own the Outputs generated from your data, subject to BusinessFirst's rights in the Services and to your compliance with this Agreement.

5.1 Acceptable use. You will use the Services only for lawful purposes and in line with this Agreement. You will not use them in a way that: violates law or regulation; infringes intellectual property; involves fraudulent, deceptive or misleading information; compromises the security or integrity of the Services or any network; attempts unauthorized access; uses automated means to access the Services except as we expressly permit; or interferes with or disrupts the Services.

5.2 Restrictions. You will not: license, sell, rent, lease, transfer or commercially exploit the Services; modify, reverse engineer or make derivative works of them; use them to build a competing product or to train a competing model; copy or republish any part except as permitted; remove proprietary notices; upload data you have no right to submit; or probe or test the security of the Services without our written permission.

5.3 API use. If you use the AccuMax API you will stay within the rate limits in our documentation. We may throttle or limit API use to protect the Services and other customers.

6.1 Fees. You will pay the fees stated in your Order: a per-user annual fee for each Practice OS seat, and, where your Plan includes them, fees for Enhanced Agent use above the allowance. The Terms do not state rates; rates are in the Order or on the pricing page.

6.2 Billing and term. Fees are billed annually in advance for a one-year term. We do not offer multi-year commitments.

6.3 Launch offer. Any launch offer is governed by its own terms, which control if they differ from this section.

6.4 Free trial. We may offer a free trial of 60 days with full platform access and no credit card. At the end of the trial your access ends unless you buy a Plan. You may export your trial data for 30 days (we will extend that once by 30 days on request), after which we delete it from our active systems, and from backups within 90 days. The trial never turns into a paid plan on its own.

6.5 Payment. Payments are handled by third-party payment processors, and you authorize us and them to charge the payment method you give us. If a payment fails, we may suspend access after 15 days' notice.

6.6 Taxes. Fees exclude applicable taxes, including Washington sales tax and business and occupation tax where they apply. You pay them, except taxes based on our net income.

6.7 Price changes. We may change prices at renewal by giving at least 90 days' notice before the renewal date. An increase at renewal is limited to the greater of 7% and the increase in the Consumer Price Index for All Urban Consumers over the prior twelve months.

6.8 Refunds. Fees are non-refundable except as the law requires or as a written agreement states. You may cancel at any time, but there is no refund for a prepaid period.

If you are a Client using the Services by invitation from a Professional Services Provider: 7.1 your relationship is with that provider, not with BusinessFirst, and the provider alone is responsible for the professional services it gives you; 7.2 when you pay your provider through the Services, BusinessFirst only facilitates the payment and is not liable for disputes about services or fees; and 7.3 you must take disputes about services, fees, quality or conduct to your provider and, for disputed payments, to your provider and your financial institution. BusinessFirst is not liable for refunds, chargebacks or losses from those disputes.

8.1 Ownership. You keep all ownership of your User Content. BusinessFirst claims none.

8.2 License to us. You grant BusinessFirst a limited, worldwide, non-exclusive, royalty-free license to use, store, process and transmit your User Content only as needed to provide the Services to you and your Clients, to give support, to keep the Services secure, and to comply with law. We do not sell your data and do not use it for advertising.

8.3 Aggregated or de-identified data. We do not use your User Content to create aggregated or de-identified datasets. We may use operational and security data about how the Services run, which does not contain client content, to maintain and improve the Services.

8.4 Your responsibilities. You are responsible for your User Content and represent that you have the rights and consents needed to submit it, that it does not violate law or third-party rights, and that you have the consents needed to share Personal Data through the Services.

8.5 Backup and export. We keep reasonable backups, and the Services include tools to export your data. You remain responsible for keeping your own copies of what you need.

8.6 Privacy and roles. Our Privacy Policy is part of this Agreement. For Personal Data you process through the Services, you are the controller and BusinessFirst is the processor, and our Data Processing Addendum governs that processing. We keep a current list of sub-processors and will give notice of new ones.

8.7 Security. BusinessFirst maintains the safeguards described on its Security page, including required multi-factor authentication on its portals, encryption in transit and at rest, role-based access, firm and client tenant isolation and audit logs, on Microsoft Azure.

8.8 Incidents. If we confirm a security incident affecting your Personal Data we will notify you without undue delay and within 72 hours of confirmation, as the Data Processing Addendum states, and will reasonably cooperate with your notices to Clients and regulators.

8.9 Connected accounts. If you connect a mailbox or another third-party account, the Privacy Policy describes how we use it.

Each party will protect the other's non-public information that is marked or reasonably understood to be confidential, use it only to perform or use the Services, and share it only with people who need it and are bound to keep it confidential. This does not cover information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party, and a party may disclose confidential information when law requires, after giving notice where permitted. Client and User Content is Customer's confidential information.

10.1 BusinessFirst ownership. The Services, including the software, technology, content, trademarks and logos, belong to BusinessFirst or its licensors and are protected by law. We reserve all rights not expressly granted.

10.2 Trademarks. "AccuMax," "BusinessFirst," "bFirst" and related logos are the property of BusinessFirst LLC. You may not use them without our written consent.

10.3 Feedback. If you give us suggestions, we may use them without obligation to you.

10.4 Copyright notices. To report copyright infringement, write to accumaxsupport@bfirst.ai with a detailed description and the location of the material.

The Services may link to or work with third-party services, including email providers, e-signature and payment services, and your own tax-preparation software through the Bridge Agent. We do not endorse them and are not responsible for them. Your use is governed by their terms and privacy policies, and you need your own license for any third-party software.

12.1 As is. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. TO THE FULLEST EXTENT THE LAW ALLOWS, BUSINESSFIRST DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

12.2 No guarantee. BusinessFirst does not warrant that the Services will be uninterrupted, error-free or secure, or that Outputs will be accurate or complete. Section 4 applies to Outputs.

TO THE MAXIMUM EXTENT THE LAW ALLOWS, BUSINESSFIRST AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA, USE OR GOODWILL, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, THIRD-PARTY CONDUCT OR CONTENT, OR UNAUTHORIZED ACCESS TO YOUR CONTENT. BUSINESSFIRST'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS OR THE SERVICES IS LIMITED TO THE GREATER OF THE AMOUNT YOU PAID BUSINESSFIRST IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AND ONE HUNDRED DOLLARS ($100).

14.1 By you. You will defend and indemnify BusinessFirst and its officers, directors, employees, agents, affiliates and licensors against third-party claims, and resulting losses and reasonable attorneys' fees, arising from your User Content, your violation of this Agreement or the law, or your professional services to your Clients.

14.2 By us. These Terms include no intellectual property indemnity from BusinessFirst. One may be offered in a signed Customer Agreement.

15.1 Term. The initial term is one year from the start date in your Order. It renews for successive one-year terms unless either party gives written notice at least 60 days before the term ends. We will email the account administrator a reminder 90 to 60 days before renewal.

15.2 By you. You may stop using the Services at any time by written notice to accumaxsupport@bfirst.ai or through the cancellation feature. You remain responsible for fees through the end of the current term.

15.3 By us. We may suspend or end your access if you breach this Agreement, fail to pay when due, use the Services in a way that is a security risk or could harm our systems or other users, or we are required to by law. Where practical we will give notice first.

15.4 Effect. When your access ends, your right to use the Services ends. We will make your User Content available to export for 30 days, then delete it from our active systems within 30 days and from backups within 90 days, unless the law requires us to keep it. Sections 4, 8.1, 8.2, 9, 10, 12, 13, 14 and 17 survive.

We provide support by email to accumaxsupport@bfirst.ai. These Terms contain no uptime commitment. Service levels apply only if a signed agreement states them.

17.1 Governing law. Washington law governs this Agreement, without regard to conflict-of-law rules, and the UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution. Before starting a proceeding, each party will first try to resolve the dispute informally for 60 days after written notice.

17.3 Courts. The state and federal courts located in King County, Washington have exclusive jurisdiction over any dispute arising out of these Terms, and each party consents to them. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT THE LAW ALLOWS. There is no arbitration clause and no class-action waiver in these Terms.

18.1 Changes to these Terms. We may modify these Terms. We will post the updated Terms and, for material changes, email the account address at least 30 days before they take effect. Continued use after the effective date is acceptance.

18.2 Entire agreement; order of precedence. This Agreement is the entire agreement about the Services and replaces earlier agreements and understandings. If documents conflict, the order is: the Order, the Data Processing Addendum, these Terms, then the Privacy Policy and other policies.

18.3 Severability, waiver. If a provision is unenforceable, the rest stays in effect. A failure to enforce a provision is not a waiver of it.

18.4 Assignment. You may not assign this Agreement without our written consent. We may assign it, including in a merger or sale of the business, on notice.

18.5 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, labor disputes, governmental action, or failures of the internet, the cloud platform or telecommunications.

18.6 Export. You will comply with applicable export and sanctions laws.

18.7 Electronic communications. You consent to receive notices and communications about the Services electronically, and electronic notices satisfy any writing requirement. Marketing messages are separate and you can opt out of them.

18.8 Notices. Notices to us go to the address in section 19.

BusinessFirst LLC, Attn: Legal Department. Email: accumaxsupport@bfirst.ai.

BY USING THE ACCUMAX SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.