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, accounting, and tax services, including §280E-aware books, activity/license tagging, multi-entity support, audit-trail documentation, and tax preparation services. The specific scope and terms of your engagement are described in your signed engagement letter, which controls in the event of conflict with these Terms.

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.
• Due date. Invoices are due on receipt unless otherwise agreed.
• 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 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.
• Notify us promptly of changes to your business 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.
• 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.
• 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.

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.
• Not investment advice. Nothing we provide constitutes investment, securities, or financial-planning advice.
• Estimates. Tax projections, planning estimates, and forward-looking financial figures are estimates for planning purposes only.
• Cannabis legal status. Cannabis remains a Schedule I controlled substance under federal law.
• "AS IS" services. Except as expressly stated in these Terms or your engagement letter, the services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind.

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.

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 information you provided that was incomplete or inaccurate, your violation of applicable law, your breach of these Terms, or 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.
• By us. We may terminate your engagement on 30 days' written notice, or immediately for cause.
• Effect of termination. On termination we will provide you with a copy of records belonging to you in a reasonable format and retain copies as required by law.

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.

13. Changes to terms

We may update these Terms from time to time. 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. 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.

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.
• Assignment. You may not assign these Terms without our prior written consent.

16. Contact