TheGuyBooks Terms of Service

Effective Date: June 10, 2026

These Terms of Service (these "Terms") are a binding agreement between TheGuys App LLC, a Florida limited liability company operating the TheGuyBooks platform ("TheGuyBooks," "we," "us," or "our"), and the business or other legal entity that registers for, purchases, accesses, or uses the Service (the "Host," "you," or "your").

By creating an account, clicking to accept these Terms, paying for a Seat Block, minting or using any Credential, mounting the Embed, calling the API, or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, do not access or use the Service.

The individual accepting these Terms represents that they are at least 18 years of age and have full authority to bind the Host. The Service is offered to businesses and other legal entities only. The Service is not offered for personal, family, or household use, and no consumer relationship is created by these Terms.

1. Definitions

"Service" means the hosted, multi-tenant bookkeeping platform operated by TheGuyBooks and made available at theguybooks.com, including the application programming interface (the "API"), the Embed, the host administration interface, documentation, and all related software, infrastructure, and services we provide.

"Embed" means the iframe, snippet, or other embeddable client served from our infrastructure that a Host mounts within its own website or application to render the Service to its End Users.

"End User" means any individual or entity that accesses or uses the Service through a Host's website, application, or other property.

"Identity Service" means the authentication system operated by TheGuyBooks through which End Users log in to the Service, including login, password creation, password change, password reset, and second-factor authentication functionality.

"End User Account" means the login account TheGuyBooks provisions and maintains through the Identity Service for an End User to access one or more Tenants.

"Tenant" means one discrete set of financial books provisioned within the Service under a Host's scope.

"Seat" means the capacity for one active Tenant under a Host's account.

"Seat Block" means the quantity of Seats a Host has purchased under an active subscription.

"Credentials" means all API keys, embed tokens, secrets, and other authentication materials minted by the Service for a Host's account. Credentials are distinct from the login credentials End Users use to authenticate through the Identity Service.

"Host Data" means all data, content, and materials submitted to the Service by or on behalf of a Host or its End Users, including Tenant Data.

"Tenant Data" means the financial books data maintained within a Tenant, including journal entries, chart of accounts, transaction records, bank-feed and file-imported transaction data, reconciliation records, company configuration, branding assets, and any per-session display name passed by the Host.

"Order" means the online purchase flow, checkout, or ordering process through which a Host purchases a Seat Block.

2. The Service

2.1 Hosted Delivery. The Service runs exclusively on infrastructure operated by or for TheGuyBooks. The Service is delivered as a hosted service accessed through the API and the Embed. We do not license, deliver, or provide source code, object code, or self-hosted software of any kind, and nothing in these Terms grants you any right to receive, inspect, or possess the software underlying the Service.

2.2 Updates. We may modify, update, and improve the Service at any time, provided that during a paid subscription term we will not materially degrade the core functionality of the Service taken as a whole.

2.3 Beta Features. We may make pre-release or beta features available, identified as such. Beta features are provided as-is, are excluded from Section 12 (Service Levels), and may be modified or withdrawn at any time.

3. Account, Credentials, and Security of Access Materials

3.1 Account Information. You will provide accurate, current, and complete registration and billing information and keep it updated.

3.2 Server-Minted Credentials. All Credentials are generated by the Service. You may not create, forge, modify, or attempt to derive Credentials by any other means.

3.3 Credentials Are Bearer Instruments. Any request presenting valid Credentials is treated by the Service as authorized by you. You are responsible for all activity occurring under your Credentials, whether or not authorized by you in fact.

3.4 Safeguarding. You will keep all Credentials confidential, store API keys only in server-side environments, never expose API keys in client-side code, repositories, or other publicly reachable locations, and notify us immediately at Admin@theguys.app upon any suspected compromise.

3.5 Rotation and Revocation. We may rotate, suspend, or revoke any Credential at any time where we reasonably believe doing so is necessary to protect the Service, Tenant Data, other Hosts, or End Users, or to comply with law. We will use commercially reasonable efforts to notify you and to provide replacement Credentials where appropriate.

3.6 End User Authentication. We issue and maintain End User Accounts through the Identity Service. End Users authenticate using their own login credentials and any second factor they enable. We store End User passwords only in hashed form and store second-factor secrets in encrypted form. Login credentials are held by us and are not disclosed to the Host.

4. Authentication of End Users

This Section 4 is a material and essential term of these Terms.

4.1 The Service Authenticates End Users. The Service authenticates End Users through the Identity Service. The Service renders a Tenant's books only after the End User has signed in to a valid End User Account using valid login credentials and any second factor enabled on that account. We are responsible for operating the Identity Service and for the secure handling of End User login credentials within it.

4.2 Host's Responsibilities. As between the parties, the Host remains solely and exclusively responsible for:

(a) determining which End Users are entitled to access which Tenant or Tenants, and conveying those entitlements to the Service through the API or the host administration interface;

(b) promptly instructing the Service to revoke an End User's entitlement when that End User's authorization or account standing with the Host ends; and

(c) performing all API requests server-side and never exposing its API keys to browsers, client applications, or any party other than the Host's own server infrastructure.

4.3 Allocation of Responsibility. Access to, disclosure of, loss of, or damage arising from Tenant Data that results in whole or in part from the Host's failure to convey or to revoke an End User's entitlement, or from the Host's exposure or mishandling of its API keys, (i) is the Host's sole responsibility and liability, (ii) does not constitute a security incident, breach, or failure of the Service, and (iii) is subject to the Host's indemnification obligations under Section 18. We may suspend any affected Credentials, End User Accounts, Tenants, or the Host's entire scope immediately where we reasonably believe doing so is necessary to protect Tenant Data.

4.4 Operation of the Identity Service. We are responsible for the operation and security of the Identity Service. The provision of documentation, integration materials, or technical support regarding entitlement management does not transfer any portion of the Host's responsibility under Section 4.2 to us and does not create any duty of care owed by us with respect to the Host's own systems.

5. Seat Blocks, Metering, Fees, and Payment

5.1 Seat Blocks. The Service is sold in Seat Blocks. The number of active Tenants under a Host's scope may not exceed the Host's purchased Seat Block. The Service will refuse to provision a Tenant that would exceed the Host's Seat Block; the Host may purchase additional Seats at any time through its account.

5.2 Server-Side Metering Is Authoritative. Seat usage is measured exclusively by the Service's server-side count of active Tenants provisioned under the Host's scope. That server-side record is the authoritative and conclusive record of usage for all billing purposes. Records, counts, or logs maintained by the Host do not control and are not evidence of usage under these Terms.

5.3 Fees. Fees for Seat Blocks are stated at the Order, are billed in advance on a recurring basis for each subscription period, and are non-refundable except as expressly provided in these Terms. Subscriptions renew automatically for successive periods of the same length unless cancelled before renewal.

5.4 Payment. Payments are processed by our third-party payment processor. We do not collect or store full payment card numbers. You authorize recurring charges to your designated payment method. Amounts more than ten days past due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, and we may recover reasonable costs of collection.

5.5 Price Changes. We may change Seat pricing upon at least 30 days' notice, effective at your next renewal.

5.6 Taxes. Fees are exclusive of all taxes, levies, and duties. You are responsible for all such amounts other than taxes on our net income.

6. Suspension, Termination, and Effect of Termination

6.1 Suspension. We may suspend the Host's access to the Service, in whole or in part, immediately and without prior notice where: (a) any amount owed is past due; (b) the Host materially breaches these Terms, including Section 4 or Section 7; (c) we reasonably believe suspension is necessary to protect the Service, Tenant Data, other Hosts, or End Users; or (d) required by law. Where practicable we will give notice and an opportunity to cure before suspending for non-payment.

6.2 Scope of Suspension. Suspension of a Host disables the Host's entire scope, including the Embed, the API, all Credentials, all End User Accounts under that Host's scope, and all End User access to all Tenants under that Host. The Host is solely responsible for the consequences of that loss of access to its End Users, including any obligation to notify End Users, issue refunds or credits to End Users, or otherwise remediate the interruption. We have no obligation to notify, support, or compensate any End User.

6.3 Termination by Either Party. Either party may terminate these Terms for the other party's material breach that remains uncured 30 days after written notice. The Host may cancel its subscription at any time, effective at the end of the then-current subscription period. We may terminate these Terms for convenience on 60 days' notice, in which case we will refund any prepaid fees covering the period after the effective date of termination.

6.4 Effect of Termination; Data Export and Deletion. Upon termination or expiration: (a) all access by the Host and its End Users ends, and all End User Accounts under the Host are deactivated; (b) all outstanding fees become immediately due; (c) for 90 days following the effective date of termination, the Host may request one export of its Tenant Data in a machine-readable format, which we will make available within a commercially reasonable time; and (d) following that 90-day window, we will delete Tenant Data within 30 days, except that Tenant Data may persist in encrypted backups for up to 35 additional days before aging out; we will delete the login credentials associated with the Host's End User Accounts on the same schedule; and we may retain records of seat usage, billing, security events, and audit logs, and any data we are required by law to retain, for as long as required for those purposes.

6.5 Survival. Sections 1, 3.3, 4, 5.2, 5.4, 5.6, 6.4, 6.5, 9, 10, 11.7, 13 through 24, and any other provision that by its nature should survive, survive termination.

7. Acceptable Use

You will not, and will not permit any End User or third party to:

(a) use the Service in violation of any applicable law or regulation, or to record, conceal, or further any unlawful financial activity, including money laundering, terrorist financing, fraud, or evasion of sanctions;

(b) submit to the Service any data you do not have the right to submit, or any malicious code;

(c) interfere with or disrupt the integrity, security, or performance of the Service, probe or scan the Service for vulnerabilities, or attempt to gain access to any Tenant, Host scope, account, system, or data not belonging to you;

(d) circumvent or attempt to circumvent Seat metering, Seat Block limits, access controls, or any usage restriction;

(e) reverse engineer, decompile, disassemble, copy, frame (other than via the Embed as documented), scrape, or create derivative works of the Service, except to the extent such restriction is prohibited by applicable law;

(f) perform load, penetration, or benchmark testing against the Service without our prior written consent, or use the Service to build, train, or improve a competing product;

(g) resell, sublicense, or make the Service available to any third party except as expressly permitted under Section 8; or

(h) use the Service in any high-risk environment where failure could lead to death, personal injury, or severe environmental damage.

8. Reseller Hosts

8.1 Permitted Resale. A Host may make the Service available to its own End Users, including for a fee, solely by embedding the Service within the Host's own property under the Host's active Seat Block.

8.2 Host Owns the End User Relationship. As between the parties, the Host is exclusively responsible for its End Users in all respects except authentication, which we provide through the Identity Service, including marketing, pricing, billing, collection, onboarding, account management, first-line and all other support, service commitments, refunds, disputes, and compliance with all laws applicable to the Host's offering. Except for operating the Identity Service, we have no obligation to any End User.

8.3 Flow-Down Terms. Before providing any End User with access, the Host will bind each End User to written terms and a privacy policy that are consistent with these Terms and no less protective of TheGuyBooks than the minimum requirements published in the TheGuyBooks Host Legal Integration Pack, including: disclosure that bookkeeping functionality is provided by a third-party service provider; disclosure that login and authentication for the bookkeeping feature are provided directly by that service provider, which holds the End User's login credentials; disclaimer of any warranty or liability of that service provider to the End User; acknowledgment that the End User's books data is processed and stored by that service provider; and acknowledgment that access depends on the Host's continued subscription. The Host will not make any representation, warranty, or commitment regarding the Service on our behalf.

8.4 No Agency. Nothing in these Terms creates any partnership, joint venture, franchise, or agency relationship. The Host has no authority to bind us.

8.5 Responsibility for End Users. Acts and omissions of the Host's End Users in connection with the Service are deemed the acts and omissions of the Host.

9. End Users; No Third-Party Beneficiaries

Except for the limited direct relationship arising from our authentication of End Users through the Identity Service and our handling of their login credentials as described in our Privacy Policy, we have no contractual relationship with, and owe no duty or obligation to, any End User under these Terms. End Users are not third-party beneficiaries of these Terms. The sole exception is that the protections in favor of TheGuyBooks contained in a Host's end-user terms pursuant to Section 8.3 are intended to benefit, and are enforceable by, TheGuyBooks.

10. Host Data; License; Responsibility

10.1 Ownership. As between the parties, the Host owns all Host Data.

10.2 License to Us. The Host grants us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and create backups of Host Data solely as necessary to provide, secure, meter, support, and improve the Service and to comply with law.

10.3 Usage Data. We may collect, generate, and use data about the operation and use of the Service in aggregated or de-identified form that does not identify the Host, any End User, or any Tenant, for purposes of operating, securing, benchmarking, and improving the Service.

10.4 Host Warranties. The Host represents and warrants that it has obtained all rights, consents, and permissions necessary to submit Host Data to the Service and to authorize the processing described in these Terms, including all required notices to and consents from its End Users.

10.5 Accuracy. The Host is solely responsible for the accuracy, quality, completeness, classification, and legality of Host Data, of the configuration and posting rules applied within each Tenant, and of the instructions it gives through the Service.

10.6 End User Login Credentials. End User login credentials and other authentication data held within the Identity Service are not Host Data. We control that data as described in Section 11.1 and our Privacy Policy, and the license in Section 10.2 does not apply to it.

11. Data Processing Terms

This Section 11 governs our processing of personal data contained within Host Data and constitutes the parties' data processing agreement.

11.1 Roles. For personal data contained in Tenant Data, the Host (or, where applicable, the Host's End User) is the controller or business, and TheGuyBooks is the processor or service provider. For Host account, billing, and usage data, TheGuyBooks is an independent controller. For End User login credentials and authentication data — including email addresses, passwords stored in hashed form, second-factor secrets and recovery codes, and login and session records held within the Identity Service — TheGuyBooks is an independent controller, and the processor obligations in this Section 11 do not apply to that data.

11.2 Instructions. We will process Tenant Data only on the Host's documented instructions, which consist of these Terms, the Host's configuration of the Service, and the Host's use of the API, unless processing is required by law, in which case we will inform the Host unless prohibited.

11.3 Confidentiality. We ensure that persons authorized to process Tenant Data are bound by written or statutory obligations of confidentiality.

11.4 Security Measures. We implement and maintain appropriate technical and organizational measures designed to protect Tenant Data and End User authentication data, including: tenant-level and host-level isolation enforced at the database layer through row-level security and a non-privileged runtime role; isolation of the Identity Service's credential store from books data; storage of API keys in hashed form only; storage of End User passwords using a modern password-hashing algorithm and storage of second-factor secrets in encrypted form; short-lived, cryptographically signed session tokens issued only after End User authentication; immutable, host-scoped audit logging; encryption of data in transit and at rest; logical access controls on production systems; and tested backup and restore procedures.

11.5 Sub-Processors. The Host provides general authorization for the engagement of sub-processors. Our current sub-processors are: Vercel Inc. (application hosting); Supabase Inc. (database hosting); Resend (transactional email); GitHub, Inc. (code hosting and build infrastructure); and Stripe, Inc. (payment processing). We maintain the current list at theguybooks.com/subprocessors and will provide at least 30 days' notice of any addition or replacement via email to the Host's account address. If the Host reasonably objects on data protection grounds and we cannot offer a reasonable alternative, the Host may terminate the affected services as its sole remedy and receive a prorated refund of prepaid, unused fees. We remain responsible for our sub-processors' performance to the same standard as our own.

11.6 Assistance. Taking into account the nature of the processing, we will provide reasonable assistance to the Host in responding to requests from data subjects and in meeting the Host's obligations regarding security, breach notification, and impact assessments. If an End User contacts us directly with a privacy request concerning Tenant Data, we will direct the End User to the relevant Host and will not respond substantively except as required by law. Requests concerning End User login credentials and authentication data, for which we are the controller under Section 11.1, are handled by us directly.

11.7 Breach Notification. We will notify the Host without undue delay, and in any event within 72 hours after confirming, a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Tenant Data within our systems, and will provide information reasonably available to us to support the Host's own notification obligations. Incidents arising from the Host's failure under Section 4 are not breaches of our systems and are governed by Section 4.3.

11.8 Deletion and Return. Deletion and return of Tenant Data upon termination is governed by Section 6.4.

11.9 Audit. We will demonstrate compliance with this Section 11 by making available, no more than once per 12-month period and under confidentiality, our then-current security documentation and any third-party audit reports or certifications we hold. This satisfies any audit right under these Terms.

11.10 Service Provider Certification. To the extent any U.S. state privacy law applies to Tenant Data, we act as a "service provider" or "processor": we will not sell or share Tenant Data, will not retain, use, or disclose it for any purpose other than performing the Service or as permitted by such law, will not combine it with personal data received from other sources except as permitted by such law, and we certify that we understand and will comply with these restrictions. This certification applies to Tenant Data only; End User login credentials and authentication data are controlled by us under Section 11.1 and are outside the scope of this certification.

11.11 Location of Processing. The Service is hosted in the United States. The Host is responsible for ensuring that its transfer of Tenant Data to the United States complies with laws applicable to the Host.

12. Service Levels and Service Credits

12.1 Uptime Target. We target Monthly Uptime of at least 99.5%. "Monthly Uptime" means the percentage of minutes in a calendar month during which the Service's production health endpoint is available, excluding Excused Downtime.

12.2 Excused Downtime. The following are excluded from Monthly Uptime calculations: scheduled maintenance announced at least 24 hours in advance; suspension or termination pursuant to these Terms; failures caused by the Host, its End Users, or their equipment, software, or connectivity; failures of the public internet or of services outside our reasonable control; beta features; and force majeure events.

12.3 Service Credits. If Monthly Uptime falls below the target, the Host's sole and exclusive remedy is a credit against future fees, calculated against the Host's fees for the affected month: below 99.5%, a 10% credit; below 99.0%, a 25% credit; below 95.0%, a 50% credit. Credits must be claimed in writing to support@theguys.app within 30 days after the end of the affected month, have no cash value, are not refundable, and may not exceed 50% of the fees for the affected month.

12.4 Chronic Failure. If Monthly Uptime falls below 95.0% in each of three consecutive calendar months, the Host may terminate its subscription on written notice given within 30 days after the third such month and receive a prorated refund of prepaid, unused fees as its sole additional remedy.

12.5 Exclusive Remedy. This Section 12 states our entire liability, and the Host's sole remedies, for any unavailability, outage, or performance degradation of the Service.

13. No Professional Advice; Responsibility for Books

The Service is bookkeeping software. It is not, and does not provide, accounting, audit, tax, legal, investment, or other professional advice, and no output of the Service constitutes such advice. All computations, classifications, reports, and other output of the Service are derived entirely from the data, configuration, posting rules, and instructions supplied by the Host and its End Users. The Host and its End Users are solely responsible for reviewing and verifying all output; for the accuracy, completeness, and lawful maintenance of their books and records; for all tax filings, financial statements, regulatory submissions, and business decisions made in reliance on the Service; and for satisfying any record-retention obligations applicable to them, including by exporting data they are required to retain. We are not liable for any decision made, action taken, filing submitted, or obligation breached in reliance on the Service or its output.

14. Intellectual Property; Feedback; Branding

14.1 Our IP. We and our licensors own all right, title, and interest in and to the Service, including all software, designs, documentation, and improvements, and all intellectual property rights therein. No rights are granted except as expressly stated in these Terms.

14.2 License to Host. Subject to these Terms and payment of all fees, we grant the Host a limited, non-exclusive, non-transferable, non-sublicensable (except to End Users via the Embed as documented) right to access and use the Service during the subscription term for the Host's business purposes.

14.3 Feedback. If the Host provides suggestions or feedback, we may use them without restriction or obligation.

14.4 Host Branding. The Host grants us a limited license to host and display the branding assets the Host configures, solely to render the Service as configured by the Host.

14.5 Publicity. We may identify the Host by name and logo as a customer in our marketing materials. The Host may opt out at any time by emailing legal@theguys.app.

15. Confidentiality

Each party will protect the other party's non-public business, technical, and financial information disclosed in connection with these Terms ("Confidential Information") using at least the care it uses for its own similar information and no less than reasonable care, will use it only to perform under these Terms, and will not disclose it except to personnel and advisors with a need to know who are bound by comparable obligations. Confidential Information does not include information that is or becomes public without breach, was lawfully known without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information as required by law, with prompt notice to the other party where lawful. These obligations last for three years after termination, and indefinitely for trade secrets.

16. Disclaimer of Warranties

THE SERVICE, AND ALL OUTPUT OF THE SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY OUTPUT, COMPUTATION, REPORT, OR CLASSIFICATION WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY TAX, REGULATORY, OR FINANCIAL-REPORTING PURPOSE; OR THAT ANY THIRD-PARTY SERVICE WILL PERFORM. NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

17. Limitation of Liability

17.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, FROM ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY THE HOST TO US DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

17.3 Specific Exclusions. WITHOUT LIMITING SECTIONS 17.1 AND 17.2, WE HAVE NO LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO: (A) THE HOST'S OR ANY END USER'S USE OF, OR INABILITY TO USE, THE SERVICE OR ITS OUTPUT; (B) ANY FAILURE OF THE HOST TO PERFORM ITS OBLIGATIONS UNDER SECTION 4, INCLUDING ANY FAILURE TO CONVEY OR REVOKE AN END USER'S ENTITLEMENT OR TO SAFEGUARD ITS API KEYS, AND ANY RESULTING EXPOSURE OF TENANT DATA; (C) THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY BOOKS, REPORTS, OR OTHER OUTPUT DERIVED FROM HOST DATA, CONFIGURATION, OR POSTING RULES; (D) ANY DISPUTE BETWEEN THE HOST AND ANY END USER OR OTHER THIRD PARTY; OR (E) THIRD-PARTY SERVICES, NETWORKS, OR PLATFORMS NOT OPERATED BY US.

17.4 Carve-Outs. Nothing in this Section 17 limits the Host's payment obligations, the Host's indemnification obligations under Section 18, the Host's liability for breach of Section 4 or Section 7, or any liability that cannot be limited under applicable law.

17.5 Basis of the Bargain. The limitations in this Section 17 apply regardless of the form of action and even if any limited remedy fails of its essential purpose, and the parties agree that these limitations reflect the allocation of risk on which the pricing of the Service is based.

18. Indemnification

The Host will defend, indemnify, and hold harmless TheGuyBooks, its affiliates, and their respective officers, directors, members, employees, and agents from and against any and all third-party claims, demands, actions, and proceedings, and all resulting liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees), arising out of or related to: (a) Host Data, including any claim that Host Data or our processing of it as instructed infringes or violates any right or law; (b) the Host's breach of these Terms, including Section 4 (Authentication of End Users), Section 7 (Acceptable Use), Section 8 (Reseller Hosts), or Section 10.4 (Host Warranties); (c) any exposure of, or unauthorized access to, Tenant Data resulting from the Host's failure to convey or revoke an End User's entitlement or to safeguard its API keys; (d) the Host's products, services, websites, and applications, and the Host's relationships, agreements, and disputes with its End Users or any other third party; (e) the Host's or its End Users' violation of any law; and (f) taxes for which the Host is responsible. We may participate in the defense with counsel of our choosing at our own expense, and the Host will not settle any claim in a manner that imposes any obligation or admission on us without our prior written consent.

19. Modifications to These Terms

We may modify these Terms from time to time. For material changes, we will provide at least 30 days' notice by email to the Host's account address or by prominent notice within the Service. Changes take effect on the date stated in the notice, and the Host's continued use of the Service after that date constitutes acceptance. If the Host does not agree to a material change, its exclusive remedy is to cancel its subscription before the change takes effect and receive a prorated refund of prepaid, unused fees.

20. Governing Law; Dispute Resolution; Class Action Waiver

20.1 Governing Law. These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal Resolution First. Before filing any claim, the claiming party will send a written description of the dispute to the other party (to us: legal@theguys.app) and the parties will attempt in good faith to resolve it within 30 days.

20.3 Binding Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, conducted in Tampa, Florida or by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees except as the arbitrator may award under applicable rules or law.

20.4 Exceptions. Either party may (a) bring an individual claim in small claims court, and (b) seek injunctive or other equitable relief in the state or federal courts located in Florida for actual or threatened infringement or misappropriation of intellectual property, breach of Section 4 or Section 15, or unauthorized access to the Service, and each party consents to the exclusive jurisdiction and venue of those courts for such actions.

20.5 Class Action Waiver. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING.

20.6 Jury Waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

20.7 Time Limit on Claims. Any claim arising out of or related to these Terms or the Service must be filed within one year after the claim accrued, or it is permanently barred, to the maximum extent permitted by law.

21. Export Controls; Sanctions; Government Use

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government restricted-party list. You will comply with all applicable export control and sanctions laws in connection with the Service. The Service is commercial computer software; any use by or for a U.S. government entity is subject to these Terms in accordance with applicable acquisition regulations.

22. Force Majeure

Neither party is liable for any failure or delay (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, utility or internet failures, or failures of third-party infrastructure providers.

23. General Provisions

23.1 Entire Agreement. These Terms, together with each Order and the policies and documents expressly referenced in these Terms, constitute the entire agreement between the parties regarding the Service and supersede all prior and contemporaneous agreements, proposals, and communications on that subject. If the parties have executed a separate written master agreement covering the Service, that executed agreement controls to the extent of any conflict.

23.2 Order of Precedence. In the event of conflict among these documents, the order of precedence is: (1) a separately executed written agreement, (2) these Terms, (3) the Order.

23.3 Assignment. The Host may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this section is void. We may assign these Terms in whole, without consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets or of the business to which these Terms relate.

23.4 Independent Contractors. The parties are independent contractors.

23.5 Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.

23.6 No Waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.

23.7 Notices. We may provide notices to the Host by email to the Host's account address or within the Service, effective when sent or posted. The Host must provide legal notices to us by email to legal@theguys.app, effective on the next business day after sending.

23.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

24. Contact

TheGuys App LLC, operating TheGuyBooks Legal: legal@theguys.app Support: support@theguys.app Security: Admin@theguys.app