1. Acceptance of Terms
These Terms of Service (“Terms”) are a binding agreement between you and deBarral, Inc. (“deBarral,” “we,” “us,” or “our”), the company that operates the Nick Says platform at app.nicksays.com (“the Service”). By accessing or using the Service you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not use the Service.
2. Description of Service
Nick Says is a software-as-a-service (SaaS) platform designed to support fair value compliance documentation. The platform provides four compliance pathways: ASC 820 (fair value measurement), goodwill impairment testing, stock options and RSU valuation, ASC 946 (investment company reporting), and ESOP valuation support. The Service is intended to assist accounting professionals and enterprises in preparing and organizing compliance documentation.
3. Subscription Terms
Access to Nick Says requires a paid annual subscription. Each subscription provides a single-user license tied to one entity. Your subscription will automatically renew at the end of each annual term unless you cancel before the renewal date. We will send a renewal reminder via email at least 14 days before your subscription renews. Subscription fees are non-refundable except as required by applicable law.
4. User Accounts
Each subscription license is for a single authorized user. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. We strongly recommend enabling two-factor authentication (2FA) to secure your account. You must notify us immediately at info@nicksays.com if you suspect unauthorized access to your account.
5. Acceptable Use
You agree to use the Service only for its intended purpose of compliance documentation support. You may not:
- Reverse engineer, decompile, or disassemble any part of the platform.
- Use automated scripts, bots, or scrapers to access or extract data from the Service.
- Share your account credentials or allow multiple individuals to use a single-user license.
- Use the Service for any unlawful purpose or in violation of any applicable regulations.
- Attempt to interfere with, compromise, or disrupt the security or integrity of the platform.
6. Intellectual Property
The Nick Says platform, including its software, design, branding, documentation, and all related intellectual property, is owned by Nick Says, LLC and protected by applicable intellectual property laws. Your subscription grants you a limited, non-exclusive, non-transferable license to use the Service for the duration of your subscription term.
7. Data Ownership
You retain full ownership of all data, documents, and content you enter into the Nick Says platform. We do not claim any ownership rights over your data. You may export your data at any time while your account is active. Upon account termination, your data will remain available for export for 30 days before permanent deletion, as described in Section 11.
8. Account Security
To protect your account, Nick Says implements account lockout policies that temporarily restrict access after a defined number of failed login attempts. You are responsible for ensuring that your credentials are kept secure and that any devices used to access the Service are properly protected. We are not liable for any loss or damage arising from unauthorized access to your account due to your failure to safeguard your credentials.
9. Limitation of Liability
Nick Says is a documentation support tool and does not provide legal, tax, accounting, or audit advice. The outputs and reports generated by the platform are intended to assist qualified professionals and should not be relied upon as a substitute for professional judgment.
The Service is provided “as is” and “as available” without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
To the maximum extent permitted by applicable law, deBarral, Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or business opportunity arising out of or related to your use of the Service, regardless of the theory of liability. Our total aggregate liability shall not exceed the amount you paid for the Service during the twelve months preceding the claim.
10. Indemnification
You agree to indemnify and hold harmless deBarral, Inc., its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising out of your use of the Service, your violation of these Terms, or your violation of any rights of a third party.
11. Termination
Either party may terminate the subscription at any time. If you cancel your subscription, you will retain access to the Service through the end of your current billing period. Upon termination, your data will remain available for export for 30 days, after which it will be permanently deleted. We reserve the right to suspend or terminate your access immediately if you violate these Terms.
12. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions. Any disputes arising from these Terms or your use of the Service shall be resolved exclusively in the state or federal courts located in Arizona.
13. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will notify you by email or through a notice on the platform at least 14 days before the changes take effect. Your continued use of the Service after the effective date constitutes your acceptance of the updated Terms.
14. Contact Us
If you have questions about these Terms of Service, please contact us at: