Version 1.1
Last revised – September 21, 2026
Welcome to the Puzzle Services Terms and Conditions (these “Terms”), which govern your application, access to, and use of the bookkeeping and accounting services (the “Services”) offered through the online platform (the “Platform”) operated by Puzzle Financial, Inc. (“Puzzle,” “Company,” “we,” “us,” or “our”). By creating or using your account, requesting the Services, or otherwise using the Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, you may not request, access, or use the Services. These terms constitute a legally binding agreement between you and us. All Services described herein are facilitated by Puzzle and provided by one of our bookkeeping or accounting firm partners (“Firm(s)”) pursuant to an agreement we have with each Firm. Each Firm is an independent business and is not an agent, employee, or joint venturer of Puzzle. A Firm may or may not be a licensed certified public accounting firm. Unless a Firm expressly agrees otherwise in writing, the Services do not include audit, review, compilation, attest, or other assurance services, and no Firm expresses an opinion or any other form of assurance on your financial statements.
Please note that Section 7 below contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us and with the Firm through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 7.
To apply for, access, or use the Services, you must:
Puzzle works with its accounting firm partners to offer and facilitate certain bookkeeping and tax services to be provided to you by the Firm. The Services may include but are not limited to a periodic review and closing of your books, a periodic review of your transactions as categorized by the Platform, a verification that accounts are reconciled for the period, preparation of financial statements, and if offered by your Firm tax preparation and filing. For a complete description of the Services being offered, please visit puzzle.io/pricing. Please note the Services offerings may change at any time. However, changes to the Services offerings will not modify the scope of Services under an existing engagement unless you and the Firm agree in writing.
You understand that Puzzle facilitates the provision of Services to you, but that all Services are to be performed by a Firm partner, and not Puzzle.
Nature and Limits of the Services. The Firm is an independent accounting firm and is solely responsible for the professional services it provides to you. Unless you enter into a specific engagement letter with the Firm that states otherwise, the Firm is not engaged to provide, and the Services do not include, any audit, attest, examination, verification, certification or review of financial statements or accounting records, or any other service requiring a license to practice public accounting, and any financial statements prepared for you are unaudited, are not accompanied by any audit, review or compilation report, and neither Puzzle nor the Firm expresses any opinion or provides any assurance as to them.
No Guarantee of Outcome. Unless the Firm expressly agrees in writing to provide a formal tax opinion, any advice provided is in support of the Services described and does not constitute a guarantee of any particular tax result. No representation, warranty or assurance is made that you will qualify for any tax credit, or that any particular amount will be claimable or allowed. The Services do not include representation of you in connection with any examination, audit or other proceeding relating to a return or credit, which is available only under a separate engagement.
Information Sharing and Personnel. You authorize Puzzle to share with the Firm, and the Firm to access through the Platform, your account information, connected-account data, financial records, and other information reasonably needed to provide the Services, and you authorize the Firm to access your connected financial systems as reasonably needed to perform the Services. A Firm may use its employees and contractors, including personnel located outside the United States, to perform the Services, subject to any additional confidentiality obligations that you agree to elsewhere with the Firm directly.
By requesting, accessing, or using the Services, you agree to:
Accuracy and Substantiation. You are responsible for the accuracy and completeness of all information you provide. The Firm will rely on the information you provide and will not audit or otherwise verify it. Puzzle and the Firm are not responsible for any errors, omissions, delays, or penalties arising out of or resulting from incomplete, inaccurate, or untimely information provided by you or by someone on your behalf. The Services are not designed to, and should not be relied upon to detect fraud, theft, errors, or illegal acts. If you engage a Firm for tax Services, then: (i) you represent that there is adequate substantiation to support any deduction, credit or position claimed on a return prepared for you, including any credit for increasing research activities; and (ii) you are ultimately responsible for the accuracy of your return and must review it carefully before it is signed and filed.
Filing Positions. If you engage a Firm to assist with the preparation and filing of a tax return, you understand that the Firm must use its judgment in resolving questions where the tax law is unclear. The Firm may apply the “more likely than not” reliance standard in order to avoid penalties that might be assessed against it as a return preparer. You agree to honor the Firm’s decisions regarding disclosure of return positions, and the Firm may withdraw without completing or delivering the return if you decline to adopt a position or disclosure that eliminates the Firm’s exposure to a preparer penalty.
Errors Resulting from Your Information. If there is an error on a return resulting from incorrect information supplied by you, or from your subsequent receipt of amended or corrected tax forms, you will be responsible for the payment of any additional taxes that would have been properly due on the original return, along with any interest and penalties charged by the applicable taxing authority.
Records and Work Papers. The Firm will retain copies of the records you supply, along with its work papers, for a period of time to be specified by the Firm. The Firm’s work papers and files are the sole property of the Firm and are not a substitute for your original records.
4. Consent to Disclosure and Use of Tax Return Information. Where you receive tax preparation or research and development tax credit Services, federal law requires your written consent before your tax return information may be disclosed or used for certain purposes. You will be asked to provide a separate written consent, which will include consent to the disclosure of your tax return information to Firm personnel and contractors, including personnel and contractors located outside the United States, for the purpose of performing or assisting in the performance of those Services. Your consent is voluntary. Neither Puzzle nor the Firm is required to provide Services that depend on such a disclosure in the absence of a valid consent.
Fees. Fees for the Services are set forth in your account through the Platform at the time of purchase. You must pay the fees listed prior to the provisions of any Services. We may bill you on a one-time or recurring basis depending on the Services selected.
Billing. You authorize us to charge your designated payment method for all applicable fees. Recurring fees will be charged on the same day of each month during the term of the Services.
Late Payments. We will charge you a late fee of 1.5% per month for any amount that is not paid when due, or the maximum amount permitted by applicable law, whichever is less.
Nonpayment. If any fees remain unpaid more than fifteen (15) days after their due date, Puzzle and/or the Firm may suspend the Services until all past-due amounts are paid. Neither Puzzle nor the Firm is responsible for missed deadlines, penalties, or other consequences resulting from a suspension for nonpayment.
Taxes. All amounts described herein are exclusive of any taxes that you may be responsible for paying, including but not limited to any sales, use, or value-added tax.
Disclaimers. Your access to and use of the Services is at your own risk. You understand and agree that the Platform and the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Puzzle, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors, and each Firm and its affiliates, officers, directors, employees, agents and contractors (collectively the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PLATFORM OR SERVICES AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). IF THE FOREGOING LIMITATION IS HELD UNENFORCEABLE AS TO THE FIRM, THE FIRM’S CUMULATIVE LIABILITY TO YOU FOR DAMAGES ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICES SHALL IN NO EVENT EXCEED THE FEES PAID FOR THE SERVICES GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Indemnification. You agree to indemnify, defend and hold the Company Entities harmless from and against any third-party claims, and any related liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) information you provide that is incomplete, inaccurate or untimely, (b) your breach of these Terms, (c) your fraudulent or willful misconduct, or (d) your violation of any applicable law.
Firms. If you enter into an engagement letter or other agreement directly with the Firm that contains its own disclaimer, limitation of liability, or indemnification provision, those provisions of your engagement letter or other direct agreement shall govern the Firm’s liability in place of the corresponding provisions of this Section 6.
Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact Puzzle and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Puzzle’s website and/or products, including the Platform or Services, or to the Services provided to you by a Firm, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You, Puzzle, and each Firm agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you, Puzzle, and each Firm are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you, Puzzle, and each Firm will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Puzzle will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to us within thirty (30) days of your registering to use the website, Platform, or Services, or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Puzzle and each Firm also will not be bound by them.
Third-Party Beneficiaries. Each Firm is an express third-party beneficiary of these Terms and is entitled to the benefit of, and may directly enforce, the disclaimers, limitations of liability, indemnities, releases, arbitration provisions and class action waivers set forth in these Terms.
Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the website or Platform. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the website, Platform, or Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
Survival. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Puzzle or you. Termination will not limit any of our other rights or remedies at law or in equity.
California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Puzzle but may not be assigned by you without the prior express written consent of Puzzle. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Platform and website are operated by us in the United States. Those who choose to access the Platform or website from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules.
How to Contact Us. You may contact us regarding the Platform, website or these Terms at: 2810 N Church St PMB 17788 Wilmington, Delaware 19802-4447 USA or via email at legal@puzzle.io.