These Terms of Service ("Terms") govern your access to and use of the website, content, client portal, educational materials, and professional services offered by Black Key Dynamics, LLC ("Black Key Dynamics," "we," "us," or "our"). By accessing our website, requesting an appointment, or engaging us for services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, please do not use our website or services.
If you are entering into these Terms on behalf of a company, nonprofit, or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
Black Key Dynamics is an accounting and advisory firm serving small business owners, nonprofit leaders, and other professionals. Our services may include bookkeeping and organized financials, tax strategy and filing, forecasting and advisory, payroll services, business capitalization support, and estate and legacy coordination, along with related educational content. The specific services we provide to you are defined in a separate written engagement letter or statement of work, which controls if it conflicts with these Terms.
Information presented on our website is general in nature, may not apply to your situation, and does not create a client relationship. A client relationship is formed only when both you and Black Key Dynamics sign an engagement letter.
You must be at least 18 years old and able to form a binding contract to use our services. Our website and services are intended for users located in the United States. You are responsible for compliance with the laws that apply to you.
Each engagement is governed by a written engagement letter that describes the scope of work, deliverables, fees, and the period covered. Services outside that scope are not included unless agreed in writing. We are not responsible for any matter, period, entity, or filing that is not expressly identified in your engagement letter.
Unless your engagement letter states otherwise, our work is not designed to detect fraud, defalcation, or other irregularities, and is not an audit, examination, or review conducted under professional attestation standards.
We provide accounting, tax, and advisory services. Although we employ CPAs and engage independent CPAs, Enrolled Agents, and attorneys for specialized projects, as a firm we do not provide legal advice, investment advisory or brokerage services, or insurance advice. Nothing we provide should be interpreted as a recommendation to buy or sell any security. You should consult a licensed attorney, registered investment adviser, or licensed insurance professional for advice in those areas. Where your matter involves legal work, such as trust or entity formation, it is handled by a licensed attorney, whether your own counsel or an independent attorney we engage for the project, who is responsible for that legal advice.
We bring care and professional skill to every engagement, but we cannot and do not guarantee any particular outcome. Without limiting the foregoing, we do not guarantee any specific tax refund, tax savings, deduction, credit, audit result, loan or financing approval, grant award, investor interest, valuation, revenue, or other financial or business result.
Tax positions and projections are based on the information you provide and on laws and guidance in effect at the time, which can change and can be applied differently by taxing authorities. Forecasts and models are estimates, not promises of future performance.
The quality of our work depends on the information you give us. You agree to:
You are responsible for the accuracy of returns and filings that you authorize. Penalties, interest, or other costs that result from incomplete or inaccurate information, late delivery of records, or your decision not to follow our recommendations are your responsibility.
Fees, payment schedules, and any retainer are set out in your engagement letter. Unless stated otherwise, invoices are due on receipt. We may pause or suspend work, and may withhold deliverables, if your account is past due. Late amounts may accrue interest at the lesser of 1.5 percent per month or the maximum rate allowed by law. You are responsible for reasonable costs of collection, including attorney fees. Except as required by law or expressly stated in writing, fees are non-refundable once the related work has begun.
Consultations are by appointment, conducted by phone, video conference, or secure messaging. By using our services, you consent to receive communications from us electronically, including by email, text message, and through our client portal, and you agree that electronic communications and records satisfy any legal requirement that such communications be in writing.
Standard email and text messages are not fully secure. Where practical, we use a secure portal for sensitive documents. You accept the risks of communicating sensitive information through unencrypted channels you choose to use. You may opt out of marketing messages at any time as described in our Privacy Policy, while still receiving messages necessary for your active engagement.
To protect both you and our firm, and to support quality assurance and training, we may record, monitor, and archive our communications with you, including telephone calls, video conferences, and in-person meetings. By communicating with Black Key Dynamics, you consent to being recorded and to our retention of those recordings. If you prefer not to be recorded, please tell us before the communication begins and we will discuss alternatives. Recorded communications are handled in accordance with our Privacy Policy.
If we provide access to a client portal or other secured account, you are responsible for keeping your login credentials confidential and for all activity that occurs under your account. Notify us immediately if you suspect unauthorized access. We may suspend access to protect the security of the portal or the information it contains.
We use and may recommend third-party tools and providers, such as accounting, payroll, e-signature, payment, and document-storage platforms, and our website may link to third-party sites. We do not control those third parties and are not responsible for their products, services, content, security, or privacy practices. Your use of a third-party service is governed by that party's own terms and policies.
We treat the nonpublic information you share with us as confidential and use it only to provide and support our services, as described in our Privacy Policy and as permitted or required by law and professional standards. You agree to keep confidential any nonpublic methods, materials, pricing, and educational content we share with you, including members-only resources.
The website and its content, including text, graphics, logos, the Black Key Dynamics name and marks, templates, checklists, articles, blog posts, webinars, and seminar and conference materials, are owned by Black Key Dynamics or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use this content for your own internal, non-commercial use in connection with our services.
You may not copy, reproduce, republish, distribute, sell, license, or create derivative works from our content, or share members-only educational materials with non-members, without our prior written consent. Deliverables we prepare specifically for you under an engagement may be used by you for the purposes described in the engagement letter, while the underlying templates, know-how, and tools remain ours.
You agree not to misuse the website or services. You will not attempt to gain unauthorized access to any system or account, interfere with or disrupt the website, upload malicious code, scrape or harvest data, infringe the rights of others, or use the website or services for any unlawful purpose. We may suspend or terminate access for conduct that violates these Terms.
The website, content, and services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Black Key Dynamics disclaims all warranties of any kind, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the website will be uninterrupted, secure, or error free, or that content is accurate, complete, or current. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.
To the fullest extent permitted by law, Black Key Dynamics and its members, managers, employees, and contractors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost savings, lost data, or loss of goodwill, arising out of or relating to the website, content, or services, even if advised of the possibility of such damages.
To the fullest extent permitted by law, the total aggregate liability of Black Key Dynamics for all claims arising out of or relating to the services or these Terms will not exceed the total fees you paid to us for the specific service that gave rise to the claim during the 12 months immediately before the event that gave rise to the claim. This allocation of risk is reflected in our fees and is an essential basis of the agreement between us.
You agree to indemnify, defend, and hold harmless Black Key Dynamics and its members, managers, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney fees, arising out of or related to information you provide that is incomplete, inaccurate, or misleading, your use of the website or services, your violation of these Terms, or your violation of any law or the rights of a third party.
We want to resolve any concern quickly and fairly. Please contact us first so we can try to resolve the matter informally.
If we cannot resolve a dispute informally, you and Black Key Dynamics agree to participate in good faith in non-binding mediation before a neutral mediator. Mediation will take place in Clark County, Nevada, or remotely by agreement, and the parties will share the mediator's fees equally.
If a dispute is not resolved within 60 days after a written request to mediate, the dispute will be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable commercial arbitration rules, before a single arbitrator, with the seat of arbitration in Nevada. Judgment on the award may be entered in any court with jurisdiction. Each party will bear its own attorney fees unless a statute or the engagement letter provides otherwise.
Disputes will be resolved only on an individual basis. You and Black Key Dynamics waive any right to bring or participate in a class, collective, consolidated, or representative action.
Either party may bring an individual claim in small claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual property or confidential information. Nothing in this section limits any right that cannot be waived under applicable law.
Either party may end an engagement as described in the engagement letter, and we may suspend or stop services if you fail to meet your obligations, including payment. You may stop using the website at any time. On termination, you remain responsible for fees earned and costs incurred through the effective date of termination. Sections that by their nature should survive, including fees owed, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution, will survive termination.
Governing law. These Terms are governed by the laws of the State of Nevada, without regard to its conflict of law rules, except that the Federal Arbitration Act governs the arbitration provisions. Subject to the dispute resolution section, the exclusive venue for any matter that may be heard in court lies in the state and federal courts located in Clark County, Nevada.
Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of nature, outages, network or vendor failures, labor events, or government action.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
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.
Entire agreement. These Terms, your engagement letter, and our Privacy Policy are the entire agreement between you and Black Key Dynamics regarding their subject matter and supersede prior understandings. If your engagement letter conflicts with these Terms on a specific point, the engagement letter controls for that point.
We may update these Terms from time to time. When we do, we will revise the "Last updated" date above and post the new version on this page. Changes are effective when posted. Your continued use of the website or services after changes are posted means you accept the updated Terms.
If you have questions about these Terms, please contact us at:
Black Key Dynamics, LLC
304 South Jones Boulevard, Suite 6723
Las Vegas, Nevada 89107
Email: info@blackkey.org