Terms of service.

This Digits Subscription Agreement (these “terms” or this “agreement”) is made between you (either an individual or, if you are using Digits on behalf of an entity, that entity) and Digits, Inc. It governs your access to and use of Digits’ services, products, software, and websites (the “Services”).

If your Order Form contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any of these terms. If you are agreeing to these terms on behalf of an entity, you represent that you have the authority to bind that organization, otherwise you must not sign up for the Services.

Services

We Provide Bookkeeping Services

Digits’ bookkeeping services are a solution for bookkeeping and financial organization. Digits’ bookkeeping services and any related communications with us are not a substitute for and do not include legal, tax, financial, real estate, healthcare, or accounting advice. Digits is not a public accounting firm. For more about what the Services do and do not include, and how you can use them, please refer to Acceptable Use Policy section.

QuickBooks Online™

We use Intuit Inc.’s Quickbooks Online™ to provide the Services. If you don’t already have an account, we will create one for you. Your and our use of Quickbooks Online™ will be governed by Intuit’s Terms of Service and Privacy Policy.

Receipt Bank ™

We use Receipt Bank ™ to provide the Services. If you don’t already have an account, we will create one for you. Your and our use of Receipt Bank™ will be governed by Receipt Bank™ Terms and Conditions and Privacy Policy.

Wagepoint

We use Wagepoint to provide the Services. If you don’t already have an account, we will create one for you. Your and our use of Wagepoint will be governed by Wagepoint’s Terms of Use and Privacy Policy.

Third-party Services and Login Credentials

Our Services can automatically transfer data from other websites and services, like your bank account. If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, the “Login Credentials”)), you both (a) give us permission, and a limited power of attorney, to use them to login to these other websites and services and access, transfer, reformat, and manipulate your account on your behalf; and (b) represent to us that you have the authority to give us this permission. We will maintain Login Credentials in encrypted form, and we will only use them as described in this agreement.

Unauthorized Uses of the Services

You will only use the Services in accordance with the Digits Acceptable Use Policy. We may suspend or terminate provision of the Services, in whole or in part, where we believe it is being used in a manner that breaches this agreement (including the Acceptable Use Policy) or creates risk of personal injury, property damage, or legal liability for Digits, you or any third party, or may cause Digits to lose the services of one of our third-party service providers. You represent and warrant that any information you provide to us about your (or, if you are acting on behalf of another, that person’s) business, products, or services is accurate and complete.

Modifications to the Services

We are constantly changing and improving our Services. We may add or remove functionality or features, and we may suspend or stop part of the Services altogether.

Facilities and Data Transfer

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Digits stores and processes its own information of a similar type. As part of providing the Services, we may transfer, store and process Customer Data in Canada and the United States. By using the Services, you consent to this transfer, processing and storage of Customer Data.

Non-Disclosure and Confidentiality

Obligations

Subject to Disclosure of Confidential Information section the recipient (that is, Digits and you) will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this agreement. Customer Data is your Confidential Information. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to other parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.

Disclosure of Confidential Information

General‍

Regardless of any other provision in this agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Legal Process Notification section; (b) with the other party’s written consent; or (c) in connection with enforcing our rights under our agreements with you.

Legal Process Notification

The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is informed that (a) it is legally prohibited from giving notice or (b) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury.

Opposition

The recipient and its Affiliates will comply with the other party’s reasonable requests to oppose disclosure of its Confidential Information.

Payment

Digits will collect payment for the fees via Practice Ignition. Digits may immediately suspend provision of the Services if your account is past due. All payments are non-refundable and non-creditable.

Term and Termination

Initial Term

This agreement is effective on the date you sign an Order Form or you otherwise agree to these terms (for example, by clicking through an online agreement) (the “Effective Date”). Your initial subscription term will begin at the subscription start date and continue, unless terminated earlier, for the term specified on your Order Form (the “Initial Term”).

Automatic Renewal

Upon the end of the Initial Term and any Renewal Term, your subscription will automatically renew for the same duration as the Initial Term unless you give us notice (via hello@mydigits.ca) at least (a) seven (7) days for monthly; or (b) thirty (30) days for annual subscriptions, in each case, prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Termination by Us

We may terminate your subscription at any time by providing notice of termination to you via the email address we have on file. In the event we terminate your subscription for any reason other than your violation of Unauthorized Uses of the Services section or your material breach of this agreement, we will give you a refund of prepaid fees for unelapsed months of the Services.

Effect of Termination or Expiration of Subscription

In the event your subscription ends, we will try to transfer to you the “master administrator” status for the Intuit Quickbooks Online, Receipt Bank and Wagepoint accounts that were maintained for you by Digits, so that you can elect to maintain that subscription with respective providers or export your data.

Survival

Sections Non-Disclosure and Confidentiality, Effect of Termination or Expiration of Subscription, Intellectual Property, Warranty Disclaimer, Limitation of Liability, Indemnification, Disputes and Miscellaneous will survive the termination or expiration of this agreement.

Intellectual Property

As between the parties, you retain all intellectual property rights in your data, and we retain all intellectual property rights in the Services. You grant us a limited license to use your data to provide, protect, and improve the Services. We may retain anonymized, de-identified, and aggregated data that is protected by organizational and technical safeguards in order to perform research and development. If you provide us with feedback or suggestions about the Services (“Feedback”), then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback.

Using Digits Services on Behalf of Others

If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.

Warranty Disclaimer

To the fullest extent permitted by law, Digits, its affiliates, and its suppliers and distributors (the “Digits Entities”) make no warranties, either express or implied, about the services. The services are provided “as is.” No warranty is made that the services or results of use of the services will meet your needs or expectations, that the services will be timely, secure, uninterrupted or error-free or that the results that may be obtained from the services will be accurate or reliable. We also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement. If the exclusions for implied warranties do not apply to you under applicable law, any implied warranties are limited to 60 days from the date of purchase or delivery of the service, whichever is sooner. The Digits Entities disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations.

Limitation of Liability

To the maximum extent permitted by applicable law, the entire liability of the Digits Entities for all claims relating to the services and this agreement shall be limited to the amount you paid for the services during the twelve (12) months prior to such claim or one hundred us dollars, whichever is greater. Subject to applicable law, the Digits Entities are not liable for any of the following: (a) indirect, special, incidental, punitive, or consequential damages; (b) damages relating to loss of use, data, business, revenues, or profits. The above limitations apply even if the Digits Entities have been advised of the possibility of such damages. This agreement sets forth the entire liability of the Digits Entities and your exclusive remedy with respect to the services and their use.

Indemnification

You shall defend and indemnify the Digits Entities from and against all damages, losses, liabilities, claims, demands, actions, suits, judgements, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

Disputes

Notice of Disputes

If you have a dispute with Digits, you will promptly send e-mail notice to: Digits Business Solutions at hello@mydigits.ca

Governing law

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and should be treated as an Ontario contract without reference to the principals of conflicts of law. All disputes arising from or in connection with the Services shall be subject to the jurisdiction of the courts of the Province of Ontario. You attorn to the exclusive jurisdiction of the courts of the Province of Ontario to finally adjudicate any legal proceeding arising out of or in connection with the Services. Any disputes shall be submitted to the non-exclusive jurisdiction of the Courts of Ontario.

Informal resolution

Before filing a claim, you and we each agree to try to resolve the dispute by contacting the other party through the notice procedures in Notice of Disputes section. If a dispute is not resolved within thirty days of notice, you and we may bring a formal proceeding.

Arbitration

You and Digits agree to resolve any and all claims relating to this agreement or the Services through final and binding arbitration, except as set forth below. The arbitration will be held in Brampton, ON, Canada, or any other location both parties agree to in writing.

Exception to Arbitration

Either party may bring a lawsuit in jurisdiction of the Courts of Ontario solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above.

No Class Actions

You may only resolve disputes related to or arising from the Services with the Digits Entities on an individual basis and will not bring a claim in a class, consolidated, or representative action.

Future Changes to This Dispute Resolution Agreement

If Digits makes any changes to this Section or successor section and not including Notice of Disputes section, you may reject any such change by notifying us in writing within 30 days of the change.

Miscellaneous

Updates to This Agreement

Digits may make nonmaterial changes to these terms at any time without notice, but we will provide advance notice of any material changes to them. Other than changes made under Future changes to this dispute resolution agreement section, the changes to the terms will not apply retroactively and will become effective 30 days after we give you notice or the stated effective date of the new terms, whichever is later. If a new version of these terms has a material negative impact on you, then you may object to the change by notifying us (via hello@mydigits.ca) within 30 days after we provide you with notice of the changes. If you so notify us, then you will remain governed by the terms in effect immediately before the change until the end of your then-current Initial Term or Renewal Term, as applicable. After that, you will be governed by the changed terms. Notwithstanding anything to the contrary in the foregoing, any changes to the terms related to new features or made for legal reasons will become effective immediately upon notice.

Severability

If one or more of the provisions contained in this agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

Assignment

You may not assign this agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. Digits may freely assign this agreement, or its rights and obligations under it, in whole or in part.

Electronic Notices

We will communicate with you via email or the Services’ user interface. It is your responsibility to keep your Services account e-mail address up-to-date so that you are able to receive electronic communications from us.

Entire Agreement; Amendments

This agreement, together with your Order Form, constitutes the entire agreement between you and Digits with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations, and offers. Except as specifically stated otherwise in the agreement, any amendment to the agreement must be in writing, expressly state that it is amending the Agreement and signed by both parties.

Order of Precedence; Headings

In the event of a conflict between this agreement and any Order Form, the terms of the Order Form shall govern. Headings are for information purposes only.

Third-party Beneficiaries

Digits’ Affiliates and Digits’ and its Affiliates’ suppliers and distributors are intended third-party beneficiaries of Sections Warranty Disclaimer, Limitation of Liability and Indemnification. Except as expressly set forth in the foregoing, there are no third-party beneficiaries to these terms.

Definitions

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Confidential Information” means information that one party (or Affiliate) discloses to the other party under the agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is your Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“Customer Data” means data submitted, stored, sent or received via the Services by you, at your direction, or as part of the Services for you.

“Delegates” means employees, Affiliates, agents, and professional advisors.

“including” means including, without limitation.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

“Order Form” means the ordering document or website page for the Services.

“Digits”, “we”, and “us” means Digits Bookkeeping Solutions.

Language

You expressly acknowledge and agree that if a current version of this Agreement and all related agreements, schedules, materials, licenses and policies are not available in French, the current English version will prevail.

Acceptable Use Policy

You agree not to misuse the Services (as defined in the Digits Subscription Agreement) or help anyone else to do so. For example, you must not do (or even try to do) any of the following in connection with the Services:

• use the Services in connection with or to violate any law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), including, but not limited to, transactions relating to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling/wagering, escort services, pyramid schemes, counterfeit goods, the unlicensed sale of firearms, or any type of money laundering;

• process false or inaccurate transactions;

• probe, scan, or test the vulnerability of any system or network;

• breach or otherwise circumvent any security or authentication measures;

• access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven’t been invited to;

• use the Services for personal, family or household purposes;

• interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;

• abuse referrals or promotions;

• sell the Services unless specifically authorized to do so; or

• harass or abuse Digits personnel or representatives or agents performing services on behalf of Digits.

The Scope of Digits Bookkeeping Services

The Digits bookkeeping services (including any communications you may have with Digits personnel in connection with those services) are not a substitute for and do not include legal, tax, financial, real estate, healthcare or accounting advice, and Digits is not a public accounting firm. The Digits bookkeeping services do not include, and you will not purport to rely on them for: (i) audit, examination, verification, investigation, certification, presentation, or review, of financial transactions or accounting records; (ii) advice relating to accounting procedure and to the recording, presentation, or certification of financial information or data; (iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose; (iv) legal advice regarding any of your business practices, including with respect to their appropriateness or legality; or (v) tax advice or tax return preparation (although we will provide bookkeeping assistance to your tax preparer of choice). You should seek the services of a duly licensed professional in connection with any of the foregoing. In particular, only a certified public accountant can attest (e.g. as part of an audit) as to whether the results of the Digits bookkeeping services are compliant with GAAP or any other accounting standards or rules, and Digits makes no representation or warranty with respect thereto.