Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("you" or "User") and Profit Leap Inc., a Florida corporation doing business as Accounting Firm Exchange ("AFX", "we", "us", or "our"). They govern your access to and use of the website at accountingfirm.exchange and all related pages, applications, features, content, and services (together, the "Platform").

PLEASE READ THESE TERMS CAREFULLY. By creating an account, checking a box indicating your agreement, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Platform.

IMPORTANT NOTICES. These Terms contain provisions that materially affect your rights, including: (a) a binding individual arbitration agreement and class-action waiver in Section 16, which require most disputes to be resolved by individual arbitration rather than in court; (b) ongoing confidentiality obligations in Section 7; (c) a transaction success fee in Section 8; and (d) disclaimers of warranties and limitations of liability in Sections 12-14. If you are entering into these Terms on behalf of a firm or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

1. Eligibility

To use the Platform you must: (a) be at least 18 years old; (b) be located in, and use the Platform for accounting practices located in, the United States; (c) have the legal capacity and, where applicable, the authority to bind the firm or entity you represent; and (d) not be barred from using the Platform under applicable law or under a prior termination by us. The Platform is intended for licensed accounting professionals, firm owners, qualified acquirers, their advisors, and related parties. You represent that all registration information you provide is accurate and that you will keep it current.

2. What AFX is - and is not

The Platform is a neutral online marketplace and software venue. It enables owners of U.S. accounting and tax practices ("Sellers") to list their firms on a confidential basis and to connect with prospective acquirers ("Buyers"), and it provides related tools, including anonymized listings, a mutual non-disclosure ("NDA") workflow, tiered confidential data rooms, in-platform messaging, deal-tracking, and informational valuation estimates.

AFX is not a law firm, accounting firm, certified public accountant, tax advisor, appraiser, investment adviser, broker-dealer, or investment bank, and does not provide legal, tax, accounting, financial, valuation, or investment advice. AFX does not act as the exclusive agent or representative of any Buyer or Seller, does not negotiate transaction terms on any User's behalf, is not a party to any NDA, letter of intent, or purchase agreement between Users, does not take custody of or title to any firm, client relationship, or asset, and does not hold transaction funds.

Fees. AFX charges (a) subscription fees for access to the Platform, and (b) a transaction success fee on completed transactions, each as described in Section 8.

No professional advice. Nothing on the Platform constitutes legal, tax, accounting, financial, valuation, brokerage, or investment advice. Valuation estimates, multiples, benchmarks, and similar outputs are informational, are generated from general data and assumptions that may not fit your circumstances, and are not appraisals or guarantees of value. You should obtain independent advice from your own qualified professional advisors before making any decision.

No guarantee of outcomes. AFX does not guarantee that any listing will result in a transaction; that any User is suitable, qualified, solvent, or able to perform; or that any information any User provides is accurate or complete. You are solely responsible for conducting your own due diligence and for your decisions to engage, transact with, or rely on any other User.

3. Accounts and security

You must register for an account to access most features. You agree to provide accurate information, to maintain only one account unless we agree otherwise, and to keep your credentials confidential. You are responsible for all activity under your account. Notify us promptly at security@accountingfirm.exchange of any unauthorized use or suspected breach. We may suspend, restrict, or terminate accounts as described in Section 11.

4. Roles and verification

The Platform offers Buyer, Seller, and valuation-user experiences. Certain Users or listings may display a verification status (for example, "Verified," "Pending," or "Unverified"). Verification, where offered, reflects a limited, automated or administrative check and is not an endorsement, recommendation, guarantee, or warranty of any User, firm, financial information, or the merits of any potential transaction.

5. Listings and User content

"User Content" means any information, documents, financial data, listings, messages, or other materials you submit to the Platform. As between you and AFX, you retain ownership of your User Content. You grant AFX a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, and distribute your User Content solely to operate, provide, and improve the Platform (including displaying anonymized listing teasers to other Users and disclosing confidential listing details to counterparties through the NDA and data-room workflow you initiate or approve).

You represent and warrant that you own or have all rights necessary to submit your User Content and to grant the above license, and that your User Content is accurate and not misleading. Sellers are solely responsible for the accuracy and completeness of their listings and disclosures. Certain listing imagery may be generated by automated tools (see the Privacy Policy). We may, but are not obligated to, review, edit, refuse, or remove any User Content, and we may decline, suspend, or remove any listing at our discretion.

6. Acceptable use

You agree not to: (a) use the Platform to violate any law or professional rule; (b) misrepresent your identity, qualifications, capital, intentions, or authority; (c) access, scrape, harvest, or copy data except through features we provide; (d) disclose, use, or exploit Confidential Information except as permitted by Section 7 and any applicable NDA; (e) solicit Users' clients or staff except as expressly permitted under an executed NDA or definitive agreement; (f) circumvent the Platform to avoid fees (including the success fee in Section 8), confidentiality obligations, or these Terms, including routing a counterparty introduced through the Platform to an off-Platform channel to evade those obligations; (g) use the Platform to build a competing product or a list or database of firms, Users, or leads; (h) upload malware or interfere with the Platform's operation or security; (i) reverse engineer the Platform except to the extent that restriction is prohibited by law; or (j) harass, defame, or abuse other Users.

7. Confidentiality

The Platform exists to facilitate confidential transactions, and confidentiality is a core obligation of every User. "Confidential Information" means all non-public information made available through the Platform, including firm identities, financial statements and tax data, client and personnel information, data-room materials, the identities and contact details of other Users, and the existence and contents of communications, listings, and potential transactions.

You agree to: (a) hold all Confidential Information in strict confidence; (b) use it solely to evaluate, negotiate, or consummate a bona fide potential transaction on the Platform; (c) not disclose it to any third party other than your advisors who need to know and who are bound by confidentiality obligations at least as protective as these; and (d) not use it to solicit clients or employees or for any competitive or improper purpose.

Per-deal NDAs. The Platform facilitates mutual NDAs between Users. Each such NDA is a separate agreement solely between the Users who enter into it; AFX is not a party to it. With respect to information exchanged in connection with a specific potential transaction, the applicable executed NDA governs and, to the extent it conflicts with this Section 7 for that information, controls between those Users. These Terms govern your confidentiality obligations to AFX and your general use of the Platform regardless of any NDA.

Tax and client data. You are solely responsible for ensuring that any disclosure, upload, or use of taxpayer information, client-identifying information, or other regulated data complies with all applicable laws and professional standards, including Internal Revenue Code Section 7216 and related regulations, the Gramm-Leach-Bliley Act, state accountancy board rules, applicable AICPA standards, peer-review requirements, and any client-consent requirements. Do not upload client or taxpayer information that you are not authorized to disclose.

This Section 7 survives termination.

8. Subscriptions, fees, and payment

Subscriptions. Access to some features requires a paid subscription. Applicable fees, billing frequency, and features are presented to you at purchase. Subscriptions renew automatically for successive periods at the then-current rate until canceled, and you authorize us and our payment processor to charge your payment method on each renewal. You may cancel as described in your account settings; cancellation takes effect at the end of the current billing period.

Success fee. In addition to subscription fees, a transaction success fee is payable upon the closing of a transaction between Users who were introduced or connected through the Platform. The success fee equals three percent (3%) of the Transaction Value, allocated one and one-half percent (1.5%) payable by the Buyer and one and one-half percent (1.5%) payable by the Seller. "Transaction Value" means the total consideration paid or payable in connection with the transaction, including cash, the principal amount of any assumed or forgiven liabilities, deferred or contingent payments, earn-outs, and the fair value of any equity or other non-cash consideration. The success fee is earned upon, and due within ten (10) days after, the closing. Each of the Buyer and Seller is responsible for its own portion and authorizes AFX to invoice and collect that portion through the Platform's payment processor. To prevent circumvention, the success fee remains payable if Users introduced through the Platform complete a transaction off-Platform or within twenty-four (24) months after their introduction through the Platform, including after either party's account is terminated. AFX may require the parties to confirm the closing and Transaction Value and to provide reasonable supporting documentation.

Payment, taxes, and refunds. Payments are processed by a third-party processor (Stripe), and your use of payment features is subject to the processor's terms; AFX does not store full payment-card numbers. You are responsible for all applicable taxes. We may change subscription fees prospectively on reasonable notice. Except where required by law, subscription fees are non-refundable and partial billing periods are not prorated, and success fees are non-refundable once earned. You agree not to initiate chargebacks except for genuinely unauthorized charges.

9. Third-party services

The Platform integrates or links to third-party services (for example, payment, hosting, email, and automated content-generation providers). We do not control and are not responsible for third-party services, and your use of them may be governed by their own terms and policies.

10. Intellectual property

The Platform, including its software, design, text, graphics, the Crosspoint "X" mark and other AFX trademarks, and all related intellectual property, is owned by AFX or its licensors and is protected by law. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for its intended purpose, subject to these Terms. You may not use our trademarks without prior written consent. If you submit feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.

11. Suspension and termination

You may stop using the Platform and close your account at any time. We may suspend, restrict, or terminate your access, with or without notice, if we reasonably believe you have violated these Terms or applicable law, created risk or legal exposure for AFX or other Users, or for prolonged inactivity, non-payment, or discontinuation of the Platform. Upon termination, your license to use the Platform ends, but Sections 2, 5, 6-8 (including any success fee already earned or within the circumvention period), and 10-18 survive.

12. Disclaimer of warranties

THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. AFX does not warrant that the Platform will be uninterrupted, secure, or error-free, that information provided by Users is accurate, or that any transaction will be completed. Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. AFX'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO AFX IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). These limitations form an essential basis of the bargain. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless AFX and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform; (b) your User Content; (c) your violation of these Terms, an NDA, or applicable law; or (d) your interactions or transactions with any other User.

15. Relationship between Users; assumption of risk

AFX provides only the venue and tools. Any communication, negotiation, NDA, due diligence, or transaction between Users is solely between those Users, who are solely responsible for it. You assume all risk arising from your dealings with other Users, including the accuracy of their information and their performance of any agreement. You release AFX from claims, demands, and damages arising out of disputes between Users, to the fullest extent permitted by law.

16. Dispute resolution; arbitration; class waiver

Please read this Section carefully - it affects how disputes are resolved.

(a) Informal resolution. Before starting an arbitration, you agree to first contact us at legal@accountingfirm.exchange and attempt to resolve the dispute informally for at least 30 days.

(b) Binding arbitration. Except as provided below, any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be seated in Pinellas County, Florida, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

(c) Class-action waiver. Disputes will be arbitrated only on an individual basis. You and AFX waive any right to participate in a class, collective, consolidated, or representative action.

(d) Carve-outs. Either party may bring a claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect intellectual property or Confidential Information.

(e) Opt-out. You may opt out of this arbitration agreement by sending written notice to legal@accountingfirm.exchange within 30 days of first accepting these Terms.

(f) Governing law and venue. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. To the extent any dispute is not subject to arbitration, it will be brought exclusively in the state or federal courts located in or having jurisdiction over Pinellas County, Florida, and you consent to their jurisdiction.

17. Changes to the Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by posting the updated Terms with a new "Last updated" date or by notifying you in-Platform or by email). Changes are effective when posted unless stated otherwise. Your continued use after changes take effect constitutes acceptance.

18. General

These Terms and the Privacy Policy are the entire agreement between you and AFX regarding the Platform and supersede prior agreements on that subject. If any provision is held unenforceable, the remaining provisions remain in effect. We may assign these Terms; you may not assign them without our consent. Our failure to enforce any provision is not a waiver. We are not liable for delays or failures caused by events beyond our reasonable control. We may provide notices to you in-Platform or by email; you may send notices to us at legal@accountingfirm.exchange or 7901 4th St N #32552, St. Petersburg, FL 33702, USA. You consent to receive communications electronically. Sections that by their nature should survive termination will survive.

19. Contact

Profit Leap Inc. d/b/a Accounting Firm Exchange - 7901 4th St N #32552, St. Petersburg, FL 33702, USA - legal@accountingfirm.exchange.