1. Acceptance of These Terms

These Terms & Conditions ("Terms") govern your access to and use of the website at gainacc.com (the "Site") and the services provided by Gain Accounting LLC ("Gain Accounting," "we," "us," or "our"). By accessing the Site or engaging us for services, you ("you," "client," or "user") agree to be bound by these Terms. If you do not agree, do not use the Site or our services.

These Terms apply alongside any separate engagement letter or written service agreement between you and Gain Accounting. If a conflict exists between these Terms and a signed engagement letter, the engagement letter controls with respect to the services it covers.

2. Our Services

Gain Accounting provides fractional CFO, bookkeeping, accounting, and financial advisory services (the "Services"). The specific scope, deliverables, timing, and fees for any engagement are defined in a separate engagement letter or written agreement. Information on the Site is general in nature and does not itself create a client relationship or constitute financial, accounting, tax, or legal advice.

We reserve the right to modify, suspend, or discontinue any part of the Site or our Service offerings at any time.

3. Establishing a Client Relationship

A client relationship is formed only upon our mutual execution of an engagement letter or written agreement, not by visiting the Site, submitting a form, or exchanging preliminary communications. Until an engagement is in place, we have no obligation to perform Services for you.

4. Client Responsibilities

To enable us to perform the Services, you agree to:

• Provide complete, accurate, and timely information, records, and access to relevant systems;

• Maintain your own books, records, and source documents;

• Review deliverables promptly and notify us of questions or discrepancies;

• Make and approve your own business, financial, and tax decisions;

• Ensure that individuals interacting with us on your behalf are authorized to do so; and

• Comply with all applicable laws in the operation of your business.

You are responsible for the accuracy and legality of the information you provide and for the decisions you make based on our work product.

5. Fees and Payment

Fees are set out in your engagement letter. Unless otherwise agreed:

• Invoices are due upon receipt or within the terms stated on the invoice;

• Late payments may accrue interest and may result in suspension of Services;

• Fees are exclusive of applicable taxes, which are your responsibility; and

• Third-party costs and subscriptions incurred on your behalf, if any, are billed separately or passed through as agreed.

We may suspend or terminate Services for non-payment, subject to the terms of your engagement.

6. Confidentiality

We treat client information as confidential and handle it in accordance with our Privacy Policy and applicable law, including the Gramm-Leach-Bliley Act. We will not disclose your confidential information except as necessary to perform the Services, as you direct, or as required by law. You likewise agree to keep confidential any non-public information we share with you, including our methods, tools, and pricing.

7. Intellectual Property

The Site and its content — including text, graphics, logos, and design — are owned by or licensed to Gain Accounting and are protected by intellectual property laws. You may not copy, reproduce, distribute, or create derivative works from the Site without our written permission.

Work product we deliver to you (such as financial statements and reports) is provided for your business use. Our underlying templates, methodologies, models, tools, and know-how remain our property, and we retain the right to use the general skills, experience, and knowledge developed in the course of an engagement.

8. Third-Party Tools and Services

Our Services rely on third-party platforms for accounting, payroll, banking, payments, storage, and communication. Your use of those platforms may be subject to their own terms and privacy policies. We are not responsible for the acts, omissions, availability, or security of third-party platforms, though we select and use reputable providers.

9. Disclaimers

The Site and its content are provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Site will be uninterrupted, error-free, or secure.

Our Services are performed with professional care but do not guarantee any specific financial, tax, or business outcome. Unless expressly stated in writing, our Services do not constitute an audit, review, or attestation engagement and are not designed to detect fraud or irregularities.

10. Limitation of Liability

To the fullest extent permitted by law, and except as otherwise provided in your engagement letter:

• Gain Accounting's total liability arising out of or related to the Site or the Services shall not exceed the fees paid by you to Gain Accounting for the specific Services giving rise to the claim; and

• Gain Accounting shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, data loss, or business interruption, even if advised of the possibility of such damages.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Gain Accounting and its members, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) information or documents you provide that are inaccurate, incomplete, or unlawful; (b) your use of our work product; (c) your violation of these Terms or applicable law; or (d) decisions you make in the operation of your business.

12. Term and Termination

Either party may terminate an engagement in accordance with the terms of the engagement letter. We may suspend or terminate your access to the Site, or an engagement, if you breach these Terms, fail to pay, or engage in unlawful or harmful conduct. Upon termination, you remain responsible for fees incurred through the termination date. Provisions that by their nature should survive termination — including confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification — will survive.

13. Independent Contractor

Gain Accounting performs Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Gain Accounting.

14. Governing Law and Venue

These Terms are governed by the laws of the State of Nebraska, without regard to its conflict-of-laws principles. You agree that any dispute arising out of or related to these Terms or the Services shall be brought exclusively in the state or federal courts located in Nebraska, and you consent to the personal jurisdiction of those courts, except where a different forum is required by your engagement letter or applicable law.

15. Dispute Resolution

Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through direct discussion. If the dispute cannot be resolved informally, the parties may pursue mediation or other resolution methods as set out in the engagement letter, before resorting to litigation.

16. Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including natural disasters, outages, cyberattacks, third-party platform failures, labor disputes, or government actions.

17. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date above and, where appropriate, provide notice. Your continued use of the Site or Services after changes take effect constitutes acceptance of the revised Terms.

18. Miscellaneous

• Severability — If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.

• No Waiver — Our failure to enforce any provision is not a waiver of our right to do so later.

• Assignment — You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets.

• Entire Agreement — These Terms, together with the Privacy Policy and any engagement letter, constitute the entire agreement between you and Gain Accounting regarding the Site and Services.

19. Contact Us

Questions about these Terms should be directed to:

Gain Accounting LLC Email: info@gaincfos.com Website: gaincfos.com

This document is provided for general informational purposes and does not constitute legal advice. We recommend having it reviewed by a licensed attorney and coordinated with your engagement letters before publishing or relying on it.