Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by PuffSeal LLC, doing business as 420Ledger ("420Ledger," "we," "our," or "us"). By signing an engagement letter, creating an account, or otherwise using our services, you ("Client" or "you") agree to these Terms.

1. Scope of services

420Ledger provides cannabis-focused bookkeeping software — a system of record that produces §280E-aware, license-segregated books, including a §280E-aware chart of accounts, inventoriable-cost capture, activity/license tagging, multi-entity rollups, and audit-trail and methodology documentation. The specific scope and terms of your subscription are described in your order or subscription agreement, which controls in the event of conflict with these Terms.

420Ledger is a software platform — a system of record for cannabis books. We are not a tax preparer, tax advisor, accounting firm, CPA firm, or law firm, and we do not prepare or file tax returns or render tax positions. You and your tax professional remain solely responsible for the positions taken and the returns filed.

2. Eligibility

You must be at least 18 years old and legally authorized to bind your business to enter into these Terms. By using our services, you represent that your business is operating under valid state and local cannabis licenses and is in material compliance with the regulations applicable to your operations.

3. Accounts and access

• You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
• You will notify us promptly if you suspect unauthorized access to your account.
• You will not share, sell, or transfer your account access to a third party without our written consent.
• Multi-factor authentication is available and strongly recommended for all administrative users.

4. Payment terms

• Monthly retainer. Fees are billed monthly in advance unless otherwise stated in your engagement letter.
• Manual ACH. We currently accept payment by ACH bank transfer. Wire and check payments may be accepted by arrangement. Bank routing details appear on each invoice.
• Due date. Invoices are due on receipt unless otherwise agreed. Amounts unpaid more than 30 days past the invoice date may be subject to a late fee.
• Suspension. We may suspend services for any account more than 60 days past due, after written notice.
• Taxes. Fees do not include any sales, use, or similar taxes that may apply, which are your responsibility.
• Refunds. Fees are generally non-refundable. We will refund prepaid amounts for services not yet rendered upon termination, less any outstanding balance.

5. Client responsibilities

• Provide complete, accurate, and timely information, documents, and access to source systems (bank, POS, METRC, payroll, prior returns) needed for us to perform the services.
• Review draft deliverables, financial statements, and tax returns before they are filed or relied upon, and approve them in writing where required.
• Maintain your own copies of source records and deliverables. You are ultimately responsible for the accuracy of records you submit and the positions taken on returns we prepare on your behalf.
• Notify us promptly of changes to your business — entity structure, ownership, licenses, locations, banking, or systems — that may affect the services.
• Comply with all applicable laws and regulations governing your business.

6. Our responsibilities

• Confidentiality. We treat your business and personal information as confidential and use it only to perform the services or as required by law. See our Privacy Policy for details.
• IRC §7216 compliance. We will not disclose tax-return information to third parties except as authorized by you in writing or as permitted by §7216 and the regulations thereunder.
• Professional standards. We perform services in accordance with applicable professional standards for tax-return preparers, including Circular 230, and exercise reasonable care in the preparation of deliverables.
• Communication. We will keep you reasonably informed of progress, deadlines, and material issues affecting your engagement.

7. Tax positions and §280E

Cannabis businesses are subject to Internal Revenue Code §280E, which disallows ordinary business deductions for businesses trafficking in Schedule I or II controlled substances. Our 280E cost-allocation methodology is based on current IRS guidance, published court decisions, and prevailing professional practice. Tax law and IRS interpretations evolve, and positions we recommend today may be challenged on examination.

We will document the rationale for material 280E positions in workpapers retained with your file. You acknowledge that substantial-authority and reasonable-basis determinations involve professional judgment, and that no preparer can guarantee a particular tax outcome.

8. Disclaimers

• Not legal advice. Nothing we provide constitutes legal advice. Consult a licensed attorney for legal matters, including entity formation, license compliance, employment, and contract review.
• Not investment advice. Nothing we provide constitutes investment, securities, or financial-planning advice.
• Estimates. Tax projections, planning estimates, and forward-looking financial figures we display are based on current books and published rates. They are estimates for planning purposes only and do not constitute tax advice. Filed returns may differ.
• Cannabis legal status. Cannabis remains a Schedule I controlled substance under federal law. We do not provide advice on the federal legal status of your operations.
• "AS IS" services. Except as expressly stated in these Terms or your engagement letter, the services and the platform are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of liability

To the fullest extent permitted by applicable law, in no event will 420Ledger or its officers, members, employees, or contractors be liable for any indirect, incidental, special, consequential, or punitive damages, or for any lost profits, lost data, or business interruption, arising out of or relating to the services or these Terms, regardless of the legal theory.

Our aggregate liability for any claim arising out of or relating to the services or these Terms will not exceed the total fees paid by you to 420Ledger in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation does not apply to liability that cannot be limited under applicable law.

10. Indemnification

You agree to indemnify and hold harmless 420Ledger and its officers, members, employees, and contractors from and against any third-party claims arising out of (a) information you provided that was incomplete or inaccurate, (b) your violation of applicable law, (c) your breach of these Terms, or (d) your use of the services in a manner not authorized by these Terms or your engagement letter.

11. Termination

• By you. You may terminate your engagement at any time by giving written notice. Termination is effective at the end of the calendar month following notice unless we agree otherwise.
• By us. We may terminate your engagement on 30 days' written notice, or immediately for cause, including non-payment, illegal activity, abusive conduct, or material breach of these Terms.
• Effect of termination. On termination we will provide you with a copy of records belonging to you in a reasonable format. We will retain copies of records as required by law and our document-retention policy. Sections of these Terms that by their nature should survive termination — including payment, confidentiality, disclaimers, limitation of liability, indemnification, and governing law — will survive.

12. Confidentiality

Each party will protect the other party's confidential information with the same care it uses for its own confidential information of similar sensitivity, and will use confidential information only as needed to perform under these Terms or the engagement letter, or as required by law.

13. Changes to terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date at the top of this page and, where appropriate, notify you by email or through the service. Continued use of the services after a change constitutes acceptance of the updated Terms.

14. Governing law and disputes

These Terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the services will be brought exclusively in the state or federal courts located in New Jersey, and you consent to the personal jurisdiction of those courts.

15. Miscellaneous

• Entire agreement. These Terms, together with your signed engagement letter and our Privacy Policy, constitute the entire agreement between you and 420Ledger regarding the services.
• Order of precedence. If there is a conflict between these Terms and your engagement letter, the engagement letter controls.
• Severability. If any provision of these Terms is held unenforceable, the remainder will continue in full force.
• Waiver. No waiver is effective unless in writing. A waiver of one breach is not a waiver of any subsequent breach.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

16. Contact