These Terms of Service (the "Terms") are a binding agreement between PX, a Delaware C Corp ("PX", "we", "us", or "our"), and the individual or entity accessing or using the PX services ("Customer", "you", or "your"). These Terms include, and incorporate by reference, the PX Privacy Policy, any Order, any Data Processing Addendum, and any other policies or addenda referenced herein or made available through the Services.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS THAT LIMIT OUR LIABILITY, DISCLAIM WARRANTIES, REQUIRE BINDING INDIVIDUAL ARBITRATION, WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDINGS, SHORTEN THE TIME WITHIN WHICH YOU MAY BRING A CLAIM, AND ALLOCATE RISK BETWEEN THE PARTIES. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICES.
By clicking "Accept", "I Agree", "Sign Up", or any similar button or checkbox; by creating, registering, or signing into an account; by providing payment information; by connecting any property management system, channel, bank, or other third party system to PX; by clicking "Run Audit", "Auto-Fix", "Apply Fix", "Generate", "Charge", or any similar action button within the Services; or by otherwise accessing or using any PX websites, applications, APIs, dashboards, reports, exports, or related products and services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms. We may, at our discretion, log and retain records of your acceptance, including timestamp, IP address, account identifier, and the version of the Terms accepted, and such records will be admissible in any proceeding to establish acceptance.
If you are entering into these Terms on behalf of a company, partnership, sole proprietorship, trust, owner, or any other legal entity, you represent and warrant that you have full legal authority to bind that entity and its affiliates, and "you" refers to that entity and its affiliates. PX is entitled to rely on that representation.
PX provides software tools for short term rental ("STR") property managers and operators, including:
The Services are commercial software tools. They are not, and do not constitute:
The word "audit" as used in product names, screens, documentation, and marketing refers to the PX configuration-audit feature described in Section 5.1 and does not refer to a financial-statement audit or any other assurance engagement.
PX may provide insights, diagnostics, recommendations, workflows, automations, audit findings, suggested fixes, classifications, mappings, content, and reports. PX makes no representation, warranty, covenant, or guarantee of any kind regarding any specific outcome, including:
All decisions, filings, communications, and actions based on or informed by use of the Services remain solely your responsibility, and you accept all risk associated with such decisions and actions.
The Services are intended for business and professional use by sophisticated STR operators, property managers, owners, and similar commercial users, and are not intended for personal, household, or consumer purposes. You acknowledge that you are a business user, that you have negotiating power proportionate to a commercial counterparty, and that the Services are provided on the basis of the allocation of risk set forth in these Terms.
You must be at least 18 years old and capable of entering into a binding contract. If you act on behalf of an entity, owner, trust, or other principal, you represent and warrant that you have full authority to bind that principal, and you further represent that all persons whose data you submit to PX have given you all authorizations and consents necessary for PX's processing as contemplated by these Terms and the Privacy Policy.
You must provide accurate, current, and complete information when creating your account and keep it updated. You are responsible for all activity under your account, including activity by your employees, contractors, agents, automated tools, and any other person to whom you grant access, and for maintaining the confidentiality of your credentials.
When you or your organization provide PMS configurations to PX, an administrator ("Admin") account may be automatically created on your behalf using the information associated with the PMS configuration, including in some cases a dedicated PMS-side service account established to enable PX to access your data. By providing PMS configurations or authorizing any OAuth, API key, token, or similar connection, you acknowledge and consent to (a) the automatic creation of such accounts, (b) PX's use of those accounts to access, read, and process your data as described in these Terms and the Privacy Policy, and (c) PX's storage of associated credentials in encrypted form. You are responsible for reviewing and securing any automatically created accounts and for ensuring that only authorized individuals have access.
You must promptly notify us at admin@pxaccounting.com if you suspect unauthorized access or use of your account. We may require password resets, multi factor authentication, IP restrictions, or other security measures. You are solely responsible for any loss or damage arising from your failure to maintain account security.
You are solely responsible for compliance with all laws, rules, and regulations that apply to you, your operations, your guests, your owners, your staff, and your properties, including:
You are solely responsible for:
You acknowledge that the Services operate on the data and configuration you provide and that errors, omissions, or inaccuracies in inputs will produce errors, omissions, or inaccuracies in outputs. PX is not responsible for, and you release PX from, any liability arising from inaccurate, incomplete, stale, mislabeled, or misconfigured data or settings, regardless of who entered them.
You must independently review, verify, and approve all owner statements, reconciliations, audit findings, suggested fixes, applied fixes, tax computations, tax filings or worksheets, AI-generated content, payout decisions, and any other outputs of the Services before relying on them, sending them to owners, guests, vendors, tax authorities, or other recipients, or using them as the basis for any business decision, communication, payment, or filing. The Services are tools to assist you. They are not, and shall not be deemed to be, a substitute for your own professional judgment, your independent verification, or the advice of qualified professionals.
When you use the Services, including any feature labeled "Auto-Fix", "Apply Fix", "Auto-Resolve", "Run Audit", "Generate", "Send", "Charge", or similar, you are the principal and the directing party. PX acts only as your tool to carry out the instructions you have configured or initiated. You authorize PX, your PMS, and other connected systems to act in accordance with those instructions, and you are solely responsible for the consequences of doing so. PX does not exercise discretion on your behalf and does not act as your agent, fiduciary, employee, or representative.
Nothing in these Terms or in your use of the Services creates a fiduciary, trustee, custodial, escrow, agency, partnership, joint venture, employer-employee, or professional-services relationship between you and PX. PX is not a registered investment adviser, broker-dealer, money transmitter, money services business, bank, trust company, escrow agent, registered agent, certified public accountant, enrolled agent, attorney, or other licensed professional, and does not hold itself out as any of the foregoing.
You acknowledge and agree that automated tools, machine learning, heuristic logic, configuration mirrors, and integrations with third-party systems carry inherent risks, including the risk of error, omission, misclassification, hallucination, outage, latency, drift between source and mirror, partial sync, deprecated APIs, and unintended downstream effects. You knowingly and voluntarily assume those risks as a sophisticated business user and agree that the allocation of risk in these Terms (including disclaimers, the limitation of liability, the indemnification, the limitation period, and the dispute-resolution provisions) is an essential element of the bargain and reflects the price you pay.
You must not:
PX offers tiered subscription plans (for example Starter, Growth, Scale, or similarly named plans) as described on the PX website or in an order form, including per-listing pricing, minimums, set-up fees, and optional add-ons such as managed tax facilitation. The applicable plan, term, and pricing (the "Order") are incorporated into these Terms.
Fees are exclusive of any sales, use, value-added, goods-and-services, excise, withholding, or similar taxes. You are responsible for all such taxes, excluding taxes based on our net income. If we are required to collect such taxes, you authorize us to add them to your invoice or charge them to your payment method.
We may modify pricing or features for future terms. For recurring subscriptions, we will give you notice of material price changes through the Services or by email. Continued use after the effective date constitutes acceptance of the new pricing and plan.
If payment is not received when due, we may, in addition to any other remedy:
You must dispute any charge in writing to admin@pxaccounting.com within sixty (60) days after the charge appears on your statement; otherwise the charge is final, conclusive, and not subject to dispute. You agree to first work with PX to resolve any disputed charge before initiating a chargeback, friendly-fraud claim, or payment-network dispute. Initiating a chargeback for a valid charge is a material breach of these Terms and entitles PX to immediately suspend your account, recover the disputed amount and all related fees, and recover its costs of contesting the chargeback.
In addition to the general disclaimers in these Terms, the following acknowledgments apply to specific Services. These acknowledgments are not exhaustive and do not limit any other provision.
The Services include a configuration-audit feature that compares PMS configuration data, reservations, fees, taxes, commissions, payouts, and similar inputs and produces informational findings, severity badges, and downloadable reports (including PDF reports). You acknowledge and agree that:
YOU EXPRESSLY AUTHORIZE EACH AUTO-FIX, APPLY-FIX, AUTO-RESOLVE, OR SIMILAR ACTION EACH TIME YOU CLICK THE CORRESPONDING BUTTON, TOGGLE THE CORRESPONDING SETTING, OR ENABLE THE CORRESPONDING MODE. EACH SUCH CLICK OR TOGGLE IS A SEPARATE, KNOWING, AND VOLUNTARY AUTHORIZATION GIVEN AT YOUR DIRECTION AND RISK.
You acknowledge and agree that:
The Services may display a read-only mirror or inspection of PMS account-level and listing-level configuration, including fees, taxes, channel commissions, catalogs, inferred or confirmed status, and similar data. You acknowledge and agree that:
The Services may display tax rates, jurisdictional mappings, listing-level inheritance, validation warnings, and remittance worksheets, including for platforms such as Airbnb, VRBO, and Booking.com. You acknowledge and agree that:
The Services use machine learning, large language models, rules engines, and other automated techniques to classify, tag, suggest, recommend, and generate outputs (including listing titles, summaries, photo orderings, classifications, audit findings, and recommendations). You acknowledge and agree that:
Financial reports, owner-statement exports, audit PDFs, CSVs, and other outputs are convenience artifacts generated from your data and configuration. You are solely responsible for verifying their accuracy before sharing them, and for any consequence of sharing them.
If you register for a free trial, we provide the applicable Services at no charge for the trial period stated. We may require a payment method and may automatically convert your trial to a paid subscription at the end of the trial unless you cancel before conversion, as stated at sign up.
We may label certain features as alpha, beta, trial, early access, preview, experimental, or similar ("Beta Features"). Beta Features are provided for evaluation only, may be changed, throttled, or discontinued at any time without notice, and are provided "as is" with no warranties and no service level commitments. To the maximum extent permitted by law, our liability for Beta Features is excluded, and any liability that cannot be excluded is limited to the lesser of one US dollar (US $1.00) or the amount you paid for the Beta Feature.
For any Service, feature, or period of use for which no fee is paid, including free trials, free tiers, complimentary access, and Beta Features, our aggregate liability is limited to one US dollar (US $1.00).
Any promotional codes, discounts, or offers are subject to their stated terms and may be changed or withdrawn at any time.
The Services may integrate with third-party products and services such as:
Such third-party services are not under our control and are subject to their own terms and privacy policies. We are not responsible for their availability, security, accuracy, functionality, decisions, suspensions, outages, deprecations, rate limits, or changes to APIs or data formats. Your use of any third-party service is at your own risk.
If you connect bank accounts, cards, or financial-data sources, PX may use third-party providers to access transaction or account data. We do not store your full bank login credentials. You authorize these providers and PX to access and process your financial data as required to provide the Services. We are not responsible for the accuracy, completeness, or timeliness of data retrieved from these providers, or for any failure of, or delay in, such retrieval.
Certain plans may include or offer access to tax preparation, filing, or advisory services performed by certified public accountants, enrolled agents, or similar professionals ("Tax Providers"). Unless expressly stated in a separate written engagement letter signed by the Tax Provider:
Even where PX facilitates information exchange, scheduling, or billing with Tax Providers, you remain responsible for reviewing filings and confirming that they are accurate, complete, and timely.
If PX helps you coordinate vendors (for example cleaning, maintenance, or other services), all such vendors act as independent contractors. We do not control, supervise, or vet them and we are not liable for their acts, omissions, or work product. You are responsible for property condition, owner relationships, vendor insurance, and your own appropriate insurance coverage.
PX is not a law firm, accounting firm, tax advisory firm, registered investment adviser, broker-dealer, or licensed professional. The Services do not provide legal, tax, accounting, financial, investment, or other professional advice. All information, reports, suggestions, audit findings, recommendations, and content provided through the Services are for informational purposes only and are not a substitute for advice from qualified professionals who understand your particular circumstances. You should not rely on the Services as your sole source of information for any tax, legal, accounting, or financial decision.
You remain solely responsible for:
PX does not guarantee compliance with any law or rule and is not responsible for penalties, interest, back taxes, fines, or other amounts assessed by any government, regulator, platform, owner, guest, or other authority.
Unless expressly stated in a signed agreement, PX is not your general ledger, books of original entry, or system of record. You are responsible for your primary books and records, for reconciling PX outputs with your accounting system and your PMS, and for retaining your own backup copies.
We and our licensors own all rights, title, and interest in and to the Services, including software, documentation, user interfaces, templates, models, prompts, embeddings, training methodology, derivatives, and any related intellectual property, subject only to the limited license granted in these Terms.
Subject to these Terms and timely payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the term of your subscription, solely as expressly permitted by these Terms.
"Customer Data" means data that you or your systems submit to the Services, including reservations, payouts, owner and property details, tax settings, transaction data, and other content. You retain all rights in Customer Data as between you and us. You grant us a non-exclusive, worldwide, royalty-free, fully-paid, sublicensable license to host, copy, process, transmit, display, modify, create derivatives of, and use Customer Data as necessary to provide, secure, support, and improve the Services, to comply with law, and to create aggregated, anonymized, or de-identified data as described below.
We may create and use aggregated, anonymized, or de-identified data derived from Customer Data and use of the Services for analytics, benchmarking, product improvement, and any other lawful business purpose, including disclosure to third parties, provided that such data does not identify you or your end users.
You are solely responsible for maintaining your own backup copies of all data, configurations, and outputs that you consider important. While we may take backups for our own operational purposes, we do not warrant any specific backup cadence, retention period, or restoration capability. We are not responsible for any loss of data, regardless of cause.
If you provide feedback, ideas, suggestions, bug reports, or feature requests about the Services, we may use them without restriction, attribution, or compensation, and you assign to us any rights you may have in such feedback.
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is your Confidential Information.
Each party will:
Confidential Information does not include information that is:
A party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives reasonable notice and cooperates with efforts to limit disclosure where legally permitted.
Your use of the Services is subject to the PX Privacy Policy, which describes how we collect, use, and share personal data and is incorporated into these Terms by reference.
Where we act as a processor of personal data on your behalf, a separate Data Processing Addendum ("DPA") may apply. In case of conflict between these Terms and a DPA regarding processing of personal data, the DPA will control with respect to that processing.
We do not guarantee any specific level of uptime, availability, response time, throughput, latency, accuracy, or continuity of the Services unless expressly set forth in a signed service-level agreement. The Services may be unavailable from time to time for scheduled or unscheduled maintenance, updates, modifications, upgrades, or for reasons beyond our reasonable control. We may modify, add to, remove, deprecate, or discontinue any feature, integration, or aspect of the Services at any time, with or without notice. To the maximum extent permitted by law, we are not liable for any unavailability, performance degradation, modification, deprecation, or discontinuation.
We may suspend or limit access to the Services, in whole or in part, if:
We will try to notify you of suspension where feasible, but suspension may be immediate where we deem it necessary to protect the Services, us, or others.
You may terminate your account and subscription at the end of the then-current term in accordance with your plan or Order. Certain plans may auto-renew unless cancelled before the renewal date. Termination by you does not entitle you to a refund of pre-paid fees except as expressly stated in these Terms.
We may terminate your subscription at any time for cause if you materially breach these Terms and do not cure within thirty (30) days after written notice, or immediately for non-payment, fraud, suspected fraud, chargeback abuse, unlawful use, or any breach that cannot reasonably be cured. We may terminate any free, trial, or beta access at any time and for any reason or no reason.
Upon termination:
We may retain and use data as described in the Privacy Policy and any DPA, and as required by law. Upon request received within thirty (30) days after termination, we will provide you with reasonable export capabilities for Customer Data that remains within the Services in standard formats, subject to reasonable conditions and payment of any unpaid amounts. After such period we may delete Customer Data without further notice.
Sections that by their nature should survive termination will continue to apply, including those regarding payment, ownership, customer data licenses, confidentiality, disclaimers, no professional advice, limitations of liability, indemnification, force majeure, insurance, the Delaware consumer-protection waiver, dispute resolution, jury and class waivers, contractual limitation period, and miscellaneous.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL SOFTWARE, FEATURES, OUTPUTS, REPORTS, AUDITS, AUTO-FIX ACTIONS, PMS CONFIGURATION MIRRORS, TAX DISPLAYS, REMITTANCE WORKSHEETS, AI AND MACHINE-LEARNING OUTPUTS, CONTENT, RECOMMENDATIONS, AND DATA, ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PX, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:
YOU USE THE SERVICES, AND RELY ON ANY OUTPUT, AT YOUR OWN RISK. THE DISCLAIMERS IN THIS SECTION ARE A MATERIAL INDUCEMENT FOR PX TO ENTER INTO THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PX NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, MULTIPLIED, RELIANCE, COVER, RESTITUTIONARY, OR PUNITIVE DAMAGES, OR FOR ANY:
EVEN IF SUCH DAMAGES WERE FORESEEABLE, EVEN IF PX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PX AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY ACTUAL OR ALLEGED ACT OR OMISSION BY PX, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, INDEMNITY, OR ANY OTHER THEORY, AND REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS OR THE FORM OF ACTION, WILL NOT EXCEED THE LESSER OF:
The cap in this Section 15.2 is a single, aggregate cap; it is not multiplied by the number of claims, claimants, incidents, or theories.
FOR ANY SERVICE, FEATURE, OR PERIOD OF USE FOR WHICH NO FEE WAS PAID (INCLUDING FREE TRIALS, FREE TIERS, BETA FEATURES, AND PROMOTIONAL ACCESS), OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE UNITED STATES DOLLAR (US $1.00).
Some jurisdictions do not allow certain limitations or exclusions of liability, including for gross negligence, willful misconduct, or fraud. The limitations and exclusions in this Section will apply to the fullest extent permitted by applicable law, and any liability that cannot be excluded will be limited to the minimum extent permitted.
The parties agree that the limitations and exclusions of liability in this Section, the disclaimers in Section 14, the indemnification in Section 16, the limitation period in Section 19.5, and the dispute-resolution provisions are fundamental, bargained-for elements of the bargain, that fees would be materially higher without them, and that they will apply even if any limited remedy fails of its essential purpose. If a court of competent jurisdiction holds any portion of this Section unenforceable, the parties intend that the court reform that portion to the maximum extent permitted by law to give effect to the parties' intent, and the remainder of these Terms will remain in full force and effect.
You acknowledge that you have not relied on any representation, statement, or promise made by PX or any of its personnel except as expressly set forth in these Terms or a signed Order. Any prior or contemporaneous representations are merged into these Terms and disclaimed.
YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PX AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, AUDITS, INVESTIGATIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, EXPERT FEES, AND COURT COSTS), WHETHER OR NOT INVOLVING A THIRD PARTY, ARISING OUT OF OR RELATING TO:
The express-negligence and conspicuousness aspects of the foregoing are intended to satisfy any applicable fair-notice or conspicuousness requirement, including under Delaware law and the law of any other applicable jurisdiction.
We will give you reasonable notice of any covered claim, allow you to control the defense (with our right to participate with our own counsel at our own expense), and reasonably cooperate at your expense. You must not settle any claim that imposes any obligation, admission, or restriction on PX or any Indemnified Party without our prior written consent.
Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, weather, pandemic, epidemic, war, terrorism, civil unrest, sabotage, strike or labor dispute, governmental action, embargo, denial of service or other cyberattack, internet or telecommunications failure, third-party hosting or platform failure, third-party API outage, deprecation, or rate-limiting, AI or model provider outage or degradation, supply-chain failure, or shortages of materials, labor, energy, or utilities.
You represent and warrant that you maintain, and will maintain throughout your use of the Services, commercially reasonable insurance coverage appropriate to your business, including commercial general liability, errors and omissions or professional liability, cyber liability, and any insurance required by law, owners, lenders, or contracts to which you are a party. You will look first to your own insurance for any loss arising from your use of the Services. PX is not required to maintain any specific insurance for your benefit.
These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of Delaware, without regard to conflict of law rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
Except for (a) claims that may be brought in small claims court and (b) claims for injunctive or equitable relief to protect intellectual property, confidentiality, or security, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, whether based in contract, tort (including negligence), statute, fraud, misrepresentation, or any other legal theory (each, a "Dispute"), will be resolved exclusively by final and binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, before a single arbitrator, in Wilmington, Delaware (or, if the parties so agree in writing, by videoconference). The arbitrator, and not any court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or any part of these Terms is void or voidable. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this arbitration provision. The language of arbitration will be English.
YOU AND PX EACH WAIVE THE RIGHT TO RESOLVE ANY DISPUTE AS A CLASS, COLLECTIVE, CONSOLIDATED, MASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, AND EACH AGREE THAT DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. IF A COURT FINDS THIS WAIVER UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) WILL BE SEVERED AND HEARD IN COURT, AND THE REMAINING CLAIMS WILL PROCEED IN ARBITRATION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PX EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
ANY DISPUTE MUST BE FILED WITHIN ONE (1) YEAR AFTER THE DATE THE CAUSE OF ACTION FIRST AROSE OR WOULD HAVE BEEN DISCOVERED THROUGH REASONABLE DILIGENCE, WHICHEVER OCCURS FIRST. ANY DISPUTE NOT FILED WITHIN THAT PERIOD IS PERMANENTLY BARRED. THE PARTIES AGREE THAT THIS LIMITATION PERIOD IS REASONABLE AND EXPRESSLY WAIVE ANY LONGER STATUTORY PERIOD TO THE EXTENT PERMITTED BY LAW.
Before initiating any Dispute, the complaining party must first send a written notice to the other party describing the Dispute and proposed resolution. The notice must be sent to admin@pxaccounting.com (for notices to PX). The parties will work in good faith to resolve the Dispute for thirty (30) days before initiating arbitration.
You may opt out of the arbitration and class-action waiver provisions in Sections 19.2 and 19.3 by sending written notice to admin@pxaccounting.com within thirty (30) days of first accepting these Terms, with the subject line "Arbitration Opt Out" and your name, account email, and statement that you opt out. Opting out of arbitration does not affect any other provision of these Terms, including the jury-trial waiver and contractual limitation period.
For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the Delaware Court of Chancery (and, where the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware) and the United States District Court for the District of Delaware, each located in New Castle County, Delaware, and waive any objection based on lack of personal jurisdiction or inconvenient forum.
In any Dispute, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, and costs from the non-prevailing party, in addition to any other relief.
YOU REPRESENT AND WARRANT THAT YOU ARE A BUSINESS USER ENTERING INTO THESE TERMS FOR COMMERCIAL OR BUSINESS PURPOSES, THAT YOU ARE NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION, AND THAT YOU ARE REPRESENTED BY LEGAL COUNSEL OF YOUR OWN SELECTION OR HAVE HAD THE OPPORTUNITY TO BE SO REPRESENTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHTS, REMEDIES, CLAIMS, OR PROTECTIONS YOU MAY HAVE UNDER ANY CONSUMER-PROTECTION, UNFAIR-TRADE- PRACTICE, OR DECEPTIVE-TRADE-PRACTICE STATUTE OF ANY JURISDICTION, INCLUDING THE DELAWARE CONSUMER FRAUD ACT, 6 DEL. C. § 2511 ET SEQ., AND THE DELAWARE UNIFORM DECEPTIVE TRADE PRACTICES ACT, 6 DEL. C. § 2531 ET SEQ., AND ANY ANALOGOUS LAW OF YOUR STATE OR JURISDICTION OF RESIDENCE. YOU AGREE THAT THE SERVICES ARE NOT "CONSUMER" PRODUCTS OR SERVICES AND ARE NOT PURCHASED FOR PERSONAL, FAMILY, OR HOUSEHOLD USE.
All warranty disclaimers, limitations of liability, indemnification provisions, and dispute-resolution provisions in these Terms are intended to be conspicuous within the meaning of the Delaware Uniform Commercial Code (6 Del. C. § 1-201(b)(10), § 2-316) and any other applicable law. You acknowledge that you have read these provisions, that they are conspicuous, and that you agree to them.
We may update or modify the Services and these Terms from time to time. If we make material changes, we will provide notice, for example by email or through the Services. The updated Terms will be effective on the date stated in the notice or, if no date is stated, on the date posted. Your continued use of the Services after the effective date means you accept the changes. If you do not agree, you must stop using the Services and may terminate as permitted in Section 13.
These Terms, together with any Order, the Privacy Policy, any DPA, and any other documents expressly incorporated by reference, form the entire agreement between you and PX regarding the Services and supersede all prior or contemporaneous agreements, communications, proposals, and representations on that subject. No oral or implied agreement modifies these Terms.
In case of conflict, the order of precedence (highest first) is: (a) a DPA, as to the processing of personal data; (b) a fully-signed master agreement, if any; (c) an Order; and (d) these Terms. Pre-printed terms on a purchase order or similar document issued by you are rejected and have no force or effect.
You may not assign or transfer these Terms or your rights and obligations, whether by operation of law, change of control, merger, or otherwise, without our prior written consent, and any attempted assignment without consent is void. We may assign these Terms without your consent, including in connection with a merger, acquisition, financing, reorganization, or sale of assets.
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.
If any provision of these Terms is held invalid or unenforceable, that provision will be reformed to the minimum extent necessary to make it valid and enforceable while reflecting the parties' original intent, and the remaining provisions will remain in full force and effect.
Our failure or delay to enforce any provision of these Terms is not a waiver of future enforcement of that or any other provision. Any waiver must be in writing and signed by the waiving party.
You acknowledge that breach of confidentiality, intellectual property, security, or restricted-use provisions of these Terms may cause PX irreparable harm for which monetary damages would be inadequate, and PX is entitled to seek injunctive and other equitable relief in addition to all other remedies, without the requirement to post a bond.
Except for the Indemnified Parties, who are intended third-party beneficiaries of Section 16, these Terms do not confer any rights on any third party.
The Services are commercial computer software. Any use, duplication, or disclosure by the United States Government is subject to the restrictions set forth in these Terms and applicable Federal Acquisition Regulation provisions.
You will comply with all applicable export-control, import, and sanctions laws, and you represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed or restricted country, and are not on any applicable denied-party or sanctions list.
Headings are for convenience only and do not affect interpretation. " Including" and "include" are without limitation. Ambiguities will not be construed against the drafter.
Notices to PX must be sent to:
Email: admin@pxaccounting.comWe may send notices to you by email to the address associated with your account or through the Services, and such notices will be deemed received when sent.
You consent to receive these Terms, all amendments, notices, disclosures, and other communications electronically. Your electronic acceptance has the same legal effect as a handwritten signature. Records that we maintain in the ordinary course of business of your acceptance, use, and clicks (including acceptance of these Terms and authorization of any Auto-Fix or similar action) constitute conclusive evidence of such acceptance and authorization, absent manifest error.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, INCLUDING THE DISCLAIMERS, THE LIMITATION OF LIABILITY, THE INDEMNIFICATION, THE ARBITRATION AND CLASS-ACTION WAIVER, THE JURY-TRIAL WAIVER, THE CONTRACTUAL LIMITATION PERIOD, AND THE CONSUMER-PROTECTION WAIVER, THAT YOU HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL OF YOUR OWN CHOOSING, THAT YOU UNDERSTAND THESE TERMS, AND THAT YOU AGREE TO BE BOUND BY THEM.