Last updated: June 20, 2025
The following terms (“Agreement”) apply to clients using the Pilot Platform (“you,” “your”) and are a direct agreement between the client and Pilot.com, Inc. (“we,” “us,” “our”).
1.1 Our Technology; Internal Software. To facilitate the provision of the bookkeeping and related services by your bookkeeper via the Pilot platform (“Services”), we may provide your designated users (each, a “User”) with access to and use of functionality of website(s), cloud software services, software tools, automated forms and other technologies developed by or for us (collectively, “Our Technology”). You are responsible for: (a) the confidentiality of User access credentials that are in your possession or control; (b) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of Our Technology, (c) your Users’ use of Our Technology; and (d) your Users’ compliance with the Agreement, including our Acceptable Use Policy, and applicable laws. You must notify us promptly if you become aware, or reasonably suspect, that your account’s security has been compromised.
To efficiently provide the Services, we use certain internal technologies and tools developed by or for us, such as integrations with software and services provided by third parties (“Third-Party Services”), software rules, checklists and other technologies (collectively, “Internal Software”). You agree to reasonably cooperate with us to enable us to use Internal Software in the provision of the Services and to refrain from interfering with the operation of Internal Software. If you obtain new, or make changes to, information technology systems or services that contain relevant data for the Services, you agree to notify us promptly and reasonably cooperate with us to facilitate the efficient use of Internal Software.
1.2 Data use. “Client Data” means data provided by you or at your direction into the Pilot platform, and excerpts and reports of such data prepared as part of the Services for you. For the avoidance of doubt, industry knowledge, general inferences from Client Data across customers (without identifying you), Our Technology, Internal Software and our workpapers are not Client Data. We will use Client Data as described in this agreement and/or in the Pilot Privacy Policy, as updated from time to time, and for the business purposes described therein. You expressly consent to such use, including the use of Client Data in Third-Party Services required for the operation of the Pilot Platform, and the sharing of Client Data across various services for which you subscribe (e.g., bookkeeping data for tax preparation services).
You agree that we may perform benchmarking studies on an aggregated basis across all or a subset of our customers, which will not contain any identifying information that can be attributed to you or any of your Users, customers, vendors, employees or representatives. You consent to our use of Client Data for the purpose of developing and/or performing such benchmarking studies.
1.3 Intellectual Property Rights. Subject to the limited rights expressly granted in this Agreement, as between the parties you retain all rights, title and interest, including all intellectual property rights, in and to Client Data. You grant us and our subcontractors a limited license to use the Client Data to provide, protect and improve Our Technology and Internal Software and to perform our rights and obligations under this Agreement.
Subject to the limited rights expressly granted hereunder, as between the parties we own all rights, title and interest, including all intellectual property rights, in and to Our Technology and Internal Software. We grant your Users a non-exclusive license to use Our Technology for the purpose of facilitating the provision of Services to you during the term of the Agreement. All rights not expressly granted in this Agreement are reserved by us.
Each party represents and warrants to the other that it has the authority, including any and all necessary consents, to grant the licenses above.
1.4. Third-Party Services. Our Technology and/or Internal Software can transfer data from or to, or integrate with, Third-Party Services (e.g., your payroll software provider). We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any Third-Party Service, regardless of whether it is described as “required,” “recommended” or the like and regardless of whether the Third-Party Service is included in your Order Form. You should review applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before obtaining any Third-Party Service. You agree to (a) maintain all subscriptions to Third-Party Services that we require for the provision of the Services and Our Technology or the operation of Internal Software; (b) abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement or from any instructions by you to us that would constitute a breach of any such agreement, (c) set up appropriate internal roles, permissions, policies and procedures for the safe and secure use of Third-Party Services, and (d) if we agree to procure Third-Party Services for you (for example, QuickBooks Online), reimburse us for such costs. We have no obligation to provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Services, Our Technology and Internal Software with any Third-Party Services. If a Third-Party Provider ceases to make the Third-Party Services available for interoperation with Our Technology or Internal Software for any reason, we may cease providing certain features of Our Technology and/or modify the Services without liability.
1.5. Login Credentials. If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, “Login Credentials”)), you (a) give us permission and a limited power of attorney to use them to login to, or create an integration with, these other third-party websites and services and access, transfer, reformat, and manipulate your account on your behalf in performance of the Agreement; and (b) represent to us that you have the authority to give us this permission. You consent to our use of Login Credentials to facilitate the Services and perform our rights and obligations under the Agreement. We will maintain Login Credentials in encrypted form, and we will only use them pursuant to the Agreement or as otherwise directed by you.
1.6. Facilities and data transfer. Pilot requires that all facilities that Pilot uses to store Client Data or Login Credentials adhere to reasonable security standards. As part of facilitating the Services, we may transfer, store and process Client Data within the United States. By using Our Technology, you consent to this transfer, processing and storage of Client Data.
1.7 Feedback. If you provide us with feedback, ideas, requests, recommendations or suggestions about the Pilot platform (“Feedback”), then we may use that information without obligation to you, and you grant us a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.
1.8 California Consumer Privacy Act and Virginia Consumer Data Protection Act. The following terms apply to the extent and while you are subject to the CCPA or VCDPA and Pilot processes personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) as part of Client Data (“Personally Identifiable Client Data”):
Pilot agrees that it shall not: (a) sell or share any Personally Identifiable Client Data; (b) retain, use, or disclose Personally Identifiable Client Data outside the purposes specified in the Agreement or our direct business relationship with you, or (c) combine Personally Identifiable Client Data with personal data obtained from other sources as prohibited by the CCPA, except, with respect to (b) and (c), as may be otherwise permitted under the CCPA. As used in this clause, the terms “sell” and “share” have the meaning given to them in the CCPA.
Each of Pilot and you acknowledges and agrees that: (i) the Personally Identifiable Client Data is disclosed to Pilot only for the limited and specified purpose of Pilot’s performance of obligations and exercise of rights under the Agreement, as described herein and in the Pilot Privacy Policy; (ii) with respect to Personally Identifiable Client Data, Pilot will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA, as applicable; (iii) you have the right to take reasonable and appropriate steps to help ensure that Pilot uses the Personally Identifiable Client Data in a manner consistent with Pilot’s obligations under the CCPA or VCDPA, as applicable, and the Agreement; (iv) Pilot must notify you if Pilot determines that it can no longer meet its obligations under the CCPA and the Agreement; (v) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Client Data; and (vi) you shall comply with your obligations as a business or controller under the CCPA and/or VCDPA, as applicable. As used in this clause, the term “business” has the meaning given to it in the CCPA and “controller” has the meaning given to it in the VCDPA.
2.1. “Confidential Information” means information of one party (or its affiliates) disclosed to the other party (“recipient”) pursuant to the Agreement that is marked as confidential or would normally be considered confidential information under the circumstances. Client Data and Login Credentials are your Confidential Information. Confidential Information does not include information that (i) is known to the recipient without a confidentiality obligation prior to its disclosure to the recipient, (ii) is independently developed by the recipient without use of the other party’s Confidential Information, (iii) is rightfully shared with the recipient by a third party without confidentiality obligations, or (iv) was or becomes publicly known through no fault of the recipient.
2.2. Non-use and non-disclosure obligations. Subject to Sections 2.3 and 2.5, the recipient will (a) use the other party’s Confidential Information only to exercise rights and fulfill obligations under the Agreement, and (b) use reasonable care to protect against unauthorized disclosure of the other party’s Confidential Information to any parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient agrees to ensure that its Delegates are subject to the same or substantially similar non-disclosure and non-use obligations.
2.3. Permitted disclosure of Confidential Information. Regardless of any other provision in the Agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Section 2.3 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with performing its obligations and/or enforcing its rights under the Agreement.
The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information pursuant to any legal or regulatory requirement (“Legal Process”). Notice is not required before disclosure if the recipient is legally prohibited from giving notice.
The recipient and its Affiliates will comply, at the expense of the other party, with the other party’s reasonable requests to oppose disclosure of its Confidential Information pursuant to Legal Process.
If (a) you request that we, or (b) we are required by law or Legal Process in a proceeding or investigation to which we are not a named party to, produce documents or personnel as witnesses, or to otherwise make information relating to the Services available to a third party, you agree to reimburse us for our professional time, at our then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.
2.4 Injunctive Relief. The parties agree that a breach of the recipient’s confidentiality obligations in this Section 2 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other party may seek injunctive relief for any threatened or actual breach of Section 2 without the need to prove damages or post a bond or other surety.
2.5 Third-Party Infrastructure. Our Technology and Internal Software operate over the internet via networks only part of which are within our control. Our obligations in Section 2.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Client Data or other Confidential Information on a network or infrastructure outside of our control.
WE, OUR AFFILIATES, OUR THIRD-PARTY SERVICE PROVIDERS, AND OUR AND THEIR LICENSORS, SUPPLIERS AND DISTRIBUTORS (THE “PROVIDER ENTITIES”) MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT OUR TECHNOLOGY OR OUR INTERNAL SOFTWARE. OUR TECHNOLOGY AND OUR INTERNAL SOFTWARE (INCLUDING AS INTEGRATED WITH ANY OTHER APPLICATIONS) ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NO WARRANTY IS MADE THAT OUR TECHNOLOGY, OUR INTERNAL SOFTWARE OR THE RESULTS OF THEIR USE WILL MEET YOUR NEEDS OR EXPECTATIONS, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THE RESULTS THEREFROM WILL BE ACCURATE OR RELIABLE, AND/OR WILL COMPLY WITH ANY LAW OR LEGAL REQUIREMENT. WE FULLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE STRICTLY LIMITED TO A PERIOD OF 60 DAYS FROM YOUR FIRST ACCESS OF THE PILOT PLATFORM.
THE CONSIDERATION WHICH YOU PROVIDE UNDER THIS AGREEMENT DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY THE PROVIDER ENTITIES OF THE RISK OF YOUR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL WE BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CLIENT DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR AMOUNTS DUE TO US UNDER THIS AGREEMENT AND INDEMNITY OBLIGATIONS SET FORTH IN SECTION 5 BELOW, THE MAXIMUM LIABILITY OF EITHER PARTY TO ANY PERSON, FIRM OR CORPORATION ARISING OUT OF OR IN THE CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, SHALL IN NO CASE EXCEED ONE HUNDRED US DOLLARS.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
You shall defend, indemnify and hold harmless the Provider Entities and their employees, officers, directors, consultants, representatives and agents from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and/or our provision of Our Technology (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of the Agreement that injures any third party, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in Our Technology, of any intellectual property or other right of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to reasonably assist and cooperate with us in asserting any available defenses and/or defending any legal proceeding.
6.1. Updates to these terms. You understand and agree that from time to time we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Pilot platform. By continuing to access or use the Pilot platform after such notice, you agree that you will be deemed to have agreed to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a materially adverse impact on and are not acceptable to you, then you must notify us within 30 days after receiving notice of the change (via support [at] pilot.com). If we cannot accommodate your objection, then the prior terms shall remain in force until the expiration of your then-current subscription period. Any renewed subscription will be governed by the then-current terms.
6.2. Severability. If one or more of the provisions contained in the Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
6.3. Assignment. You may not assign the Agreement, or your rights or obligations under it (including any claim or right to sue for damages under the Agreement), in whole or in part and any such assignment is void. We may freely assign the Agreement, or our rights and obligations under it, in whole or in part.
6.4. Electronic notices. We will communicate with you via the email associated with your account with us or the Pilot platform’s user interface. It is your responsibility to keep your account email address up to date so that you are able to receive electronic communications from us.
6.5. Entire agreement; amendments. This agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, discussions, negotiations, and offers. You acknowledge that in entering into this agreement you have not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out in the Agreement. Except as specifically stated otherwise in the Agreement, any amendment must be in writing, expressly state that it is amending the Agreement, and must be signed by both Parties.
6.6. Interpretation. Headings are for information purposes only. The words “such as” and “including” do not signify limitation. This agreement shall not be interpreted against the drafter.
6.7. Third-party beneficiaries. The Provider Entities (other than us) are intended third-party beneficiaries of Sections 3 – 5 (inclusive). If a Provider Entity (other than us) is an intended third party beneficiary, it will be considered a “party” for purposes of the applicable provisions of this Agreement. Except as expressly set forth in the foregoing, there are no other third-party beneficiaries to the Agreement.
6.8. No employment, partnership, or agency relationship. Each party is an independent contractor, and except as expressly set forth in the Agreement neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venturer, joint employer or legal partner of the other. You agree not to represent our personnel as, or request that our personnel act as, an employee, officer, agent or other representative of your entity. We are entering into this agreement as principal and not as agent for any affiliate, and claims under the Agreement may be brought only against us and not against any of our affiliates.
6.9 No publicity. Neither party shall make any public statement about this agreement or the relationship of the parties governed by the Agreement that identifies the other Party without the other party’s prior written consent, except that while you are a user of the Pilot platform, we may use your name and logo in customer lists on an equal footing with other customers.
6.10 Compliance. Our Technology and derivatives thereof may be subject to U.S. and foreign export laws and regulations. Each party represents and warrants that it is not on any U.S. government denied-party list. You will not permit any User to access or use Our Technology in Russia or in a U.S.-embargoed country or region (which includes the Crimea region, Donetsk People’s Republic (DNR), Luhansk People’s Republic (LNR) of Ukraine, North Korea, Iran, Cuba, and the Syrian Arab Republic) or in violation of any U.S. export law or regulation.
We do not represent or warrant that the Services, Our Technology or Internal Software comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA"). You must notify us of any HIPAA compliance requirements prior to entering into the Agreement, or within 30 days of any HIPAA compliance requirements becoming applicable to you and/or us.
6.11 Unfair Competition. You may not use Our Technology, or any materials provided by us to build a competitive product or service or to benchmark with a product or service not provided by us.
6.12 Waivers. A party’s failure or delay to exercise any right under this agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.
6.13 Force Majeure. Notwithstanding any provision contained in this agreement, neither party will be liable to the other to the extent performance of any obligations (other than the payment of money) under the agreement is delayed or prevented by an act of God (e.g., a natural disaster, earthquake, accident or epidemic) or another event outside of reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party outside the party’s control).
6.14 Pilot is not your bookkeeper. You acknowledge that we are a technology provider, and your bookkeeper is a party unaffiliated with us. You agree to look to your bookkeeper (and not to us) for any recourse from deficient Services, and you will indemnify and keep us harmless from liability resulting from deficient services from your bookkeeper.
6.15 Governing law; dispute resolution. The validity, construction, and application of this agreement will be governed by the internal laws of the State of California, excluding its conflict of laws provisions. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties agree to resolve all disputes related to this Agreement by binding individual arbitration before one arbitrator and will not bring or participate in any representative action. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and shall take place in San Francisco, California. Any challenge to arbitrability shall be decided by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. In the event a party seeks injunctive relief from a court, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in San Francisco, California.