1.Parties and scope
These Terms of Service (“Terms”) are between you (“you” or “your”) and Y Assurance PLLC (the “Firm,” “we,” “us,” or “our”), a CPA firm licensed by the Texas State Board of Public Accountancy.
The Firm owns and operates the Chiaro website and service (collectively, the “Service” or “Chiaro”). These Terms govern your access to and use of the Service and the chiarohq.com website.
These Terms do not govern audit, attest, or advisory services. Those services are provided under a separate signed engagement letter between you and the Firm. In the event of any conflict between these Terms and a signed engagement letter, the engagement letter controls.
2.No auditor-client relationship from site use
Browsing chiarohq.com, accessing the Service, requesting a meeting, or communicating with us through the Service does not, by itself, create an auditor-client, attest, or advisory relationship between you and the Firm. Such relationships are created only by a signed engagement letter.
3.Marketing content is informational only
Information published on chiarohq.com about our services, methodology, timelines, pricing estimates, or expected outcomes is provided for general information and is not a contractual offer or commitment. Specific service scope, deliverables, fees, timelines, and limitations are determined through scoping discussions and set out in a signed engagement letter, which prevails over any content on chiarohq.com.
4.Eligibility and account access
You must be at least 18 years old and, if accepting these Terms on behalf of an organization, authorized to bind that organization. Access to the Service is by invitation or token issued by the Firm. You are responsible for keeping your access credentials confidential and for activity that occurs under your account.
5.Beta and preview features
From time to time, parts of the Service may be made available as beta, preview, or early-access features. These features are provided for evaluation, may change or be removed at any time, and are offered without any service-level commitment. Your use of beta or preview features is at your discretion.
6.Acceptable use
You agree not to:
- Use the Service to violate any law or infringe another party’s rights
- Attempt to reverse engineer, probe, or disrupt the Service
- Submit malicious code, spam, or content you do not have the right to share
- Share your access credentials with anyone outside your organization
- Use the Service to develop or train any model or product that competes with the Service
7.Our intellectual property
The Service, including the chiarohq.com website, the Chiaro software, and all related content, is the intellectual property of the Firm. You receive a non-exclusive, non-transferable license to access and use the Service in accordance with these Terms. No other rights are granted by these Terms.
8.Feedback
Any feedback, suggestions, or ideas you share with us about the Service become ours to use without restriction or compensation. We will not publicly attribute feedback to you without your consent.
9.Third-party services
The Service integrates with third-party providers (for example, cloud hosting, database storage, and AI processing). Your interaction with those providers may also be governed by their own terms. We choose our providers carefully, but we are not responsible for their independent acts or omissions.
10.Privacy
Our handling of information collected through chiarohq.com and the Service is described in our Privacy Policy.
11.Fees
Access to the Service is provided at no charge unless separately agreed. Any pricing displayed on chiarohq.com is indicative and provided for budgeting purposes only; final fees for an audit or advisory engagement are determined through scoping and set out in the applicable engagement letter, which controls.
12.Modifications to the Service
We may modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service.
13.Disclaimers
The Service and chiarohq.com are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.
Nothing in these Terms creates a warranty regarding the outcome, content, or sufficiency of any audit, attest, or advisory work product. Such work product is governed exclusively by the applicable engagement letter and applicable professional standards.
14.Limitation of liability
To the maximum extent permitted by law, we are not liable for indirect, incidental, consequential, special, or punitive damages arising out of or relating to the Service or chiarohq.com, including lost profits, lost business, or loss of data or reputation.
Liability for audit or advisory engagements is addressed exclusively in the applicable engagement letter.
15.Indemnification
You agree to defend and indemnify the Firm against claims arising from your breach of these Terms, misuse of the Service, or inaccuracy of information you provided.
16.Termination
Either party may terminate these Terms at any time with written notice. Upon termination, your access to the Service is revoked. Sections on intellectual property, feedback, confidentiality, disclaimers, liability, indemnification, and governing law survive termination.
17.Governing law and disputes
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms, the Service, or chiarohq.com will be brought exclusively in the state or federal courts located in Travis County, Texas, and you consent to their jurisdiction.
18.Changes to these Terms
We may update these Terms from time to time. Material changes will be communicated by email or by notice on the Service. The “Effective” date above reflects the most recent update.
19.Miscellaneous
Entire agreement. These Terms, together with the Privacy Policy, are the entire agreement between you and the Firm with respect to the Service. Engagement letters are separate agreements that govern audit and advisory services and prevail over these Terms in any conflict.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.
Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
20.Contact
General inquiries: hello@chiarohq.com
Privacy requests: privacy@chiarohq.com