Accurants is a cloud based software service of Accurants Inc.  This is an Agreement between you or the entity you represent (hereinafter referred to as “Customer”) and Accurants Inc. (hereinafter referred as “Accurants”) governing your use of accurants (“Software”). Accurants also provides a wide range of services such as bookkeeping, accounting, tax preparation, data loading, and software configuration services (“Services”) for their customers who purchase the Accurants software licenses. The Services are performed by Certified Public Accountants (CPAs) who work as independent contractors for Accurants.

Acceptance of Terms

Software is offered subject to acceptance without modification of these Terms of Agreement. Services offered may be subject to additional terms and conditions promulgated by White core from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

Customer represent and warrant that all registration information you submit is accurate and truthful; and that your use of the Software and Services does not violate any applicable law or regulation.

1. License

Subject to the provisions of this Agreement as well as the payment of all applicable license fees for the term of such license, Accurants grants Customer and Customer accepts a limited, personal, nonexclusive, non-transferable, non-assignable Object Code license to use the Software and Services for Customer’s internal use only in the United States on the Central Processing Units (“CPUs”) set forth in each particular order and to the extent ordered by Customer. Accurants agrees to provide Customer with associated Software and Services subject to the provisions of this Agreement.

Except as provided in this Agreement, no license under any patents, copyrights, trademarks, trade secrets or any other intellectual property rights, express or implied, are granted by Accurants to Customer under this Agreement. Customer shall not and shall not permit its Affiliates or any third party to translate, reverse engineer, decompile, recompile, update or modify all or any part of the Software or merge the Software into any other software. Customer will not take any action that jeopardizes Accurants’s proprietary rights or acquire any right in the Software or the Software Products.

Unless otherwise agreed on a case-by-case basis, Accurants will own all rights in any copy, translation, modification, adaptation or derivation of the Software or other items of confidential information, including any improvement or development thereof. Customer will obtain, upon Accurants’s request, the execution of any instrument that may be appropriate to assign these rights to Accurants or perfect these rights in Accurants’s name.  Customer shall not allow any third party to have access to the Software without Accurants’s prior written consent.

License granted under this Agreement begins on the date of delivery of the Software, and shall terminate, as provided in this Agreement

2.Term of Agreement

The term of this Agreement shall commence upon the execution of this Agreement, and shall continue for as long as the required payment is made by the Customer.

3.Termination of the Agreement and /or License

Accurants shall have the right to terminate this Agreement or any order and, at its option, take possession of the Software and Software Products, if Customer neglects or fails to perform or observe any of its obligations under this Agreement and such condition is not remedied within ten (10) days after Customer’s receipt of written notice by Accurants to Customer setting forth Customer’s breach.

Notwithstanding anything contained in this Agreement or any order, Accurants shall have the right to immediately terminate this Agreement without notice if Customer misuses the Software in contravention of this Agreement.  Accurants will not be responsible for archiving customer data once this Agreement is terminated. The parties recognize and agree that their obligations under Sections 5, 6, 7, 8 and 11 of this Agreement survive the cancellation, termination or expiration of this Agreement and any particular order or License.

4. License Fees

Accurants reserves the right to amend the Software & services pricing, terms & conditions, software features without notice to the customers. Payment is due on the first of each month. A penalty of 5% will be charged for late payments.  Sales Taxes payable by Customer shall be billed on Accurants’s invoices and shall not be included in Accurants’s prices.  Customer shall have the right to have Accurants contest with the imposing jurisdiction, at Customer’s expense, any such sales taxes that Customer deems are improperly levied.

5. Confidential Information

Each party acknowledges and agrees that any and all information emanating from the other’s business in any form is “Confidential Information”, and each party agrees that it will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information to any person not authorized by the disclosing party, unless such duplication, use or disclosure is specifically authorized by the other party in writing prior to any disclosure. Each party shall use reasonable diligence, and in no event less than that degree of care that such party uses in respect to its own confidential information of like nature, to prevent the unauthorized disclosure or reproduction of such information.

Without limiting the generality of the foregoing, to the extent that this Agreement permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and party shall keep detailed records of the location of all Confidential Information. For the purposes of this Section, the term “Confidential Information” shall not include: information that is in the public domain; information known to the recipient party as of the date of this Agreement as shown by the recipient’s written records, unless the recipient party agreed to keep such information in confidence at the time of its receipt; and information properly obtained hereafter from a source that is not under an obligation of confidentiality with respect to such information.

Notwithstanding anything contained in this Agreement, all Software shall be considered proprietary and confidential regardless of whether it is marked. The provisions of this Section shall survive termination or expiration of this Agreement, for any reason. The publication of any proprietary & confidential information regarding Accurants product suite such as screenshots of the application, help guides, posting or reposting of videos is prohibited without written permission from Accurants however above-stated articles can be used as promotional materials without explicit authorization from Accurants.

By accepting this agreement, Customer hereby agrees to be quoted by Accurants in their promotional materials.  Accurants may use Customer company’s logo, website, or information from their website for promotional purposes without needing authorization from the customer. The Customer also agrees to receive Accurants newsletters that contain articles beneficial to the customers as well as certain marketing materials/promotions.

6. LIMITATION OF LIABILITY

ACCURANTS SHALL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR ANY ORDER OR THE OPERATION OR USE OF THE SOFTWARE, SOFTWARE PRODUCTS AND SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OFDATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CUSTOMER BY ANY THIRD PERSON, EVEN IF ACCURANTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;(B)DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY ACCURANTS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND ACCURANTS’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST ACCURANTS MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

6.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ACCURANTS’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY ACCURANTS PURSUANT TO THE PARTICULAR ORDER FROM WHICH SUCH DAMAGES AROSE.

7. WARRANTY DISCLAIMER

ACCURANTS IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  ACCURANTS AND ITS DIRECTORS, EMPLOYEES, AGENTS AND PARTNERS DO NOT WARRANT THAT: (A) THE SOFTWARE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE USE OF THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR USE OF THE SOFTWARE IS SOLELY AT YOUR OWN RISK. THE SERVICES ALSO MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND ACCURANTS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. Indemnification

Customer shall defend, indemnify, and hold harmless Company, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) use or misuse of, or access to, the sites, service, content, or otherwise from any content that Customer post to the sites, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity.  Accurants reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Accurants in asserting any available defenses.

9.Assignment

Customer may not assign or transfer its interests, rights or obligations under this Agreement or any order by written agreement, merger, consolidation, operation of law or otherwise, without the prior written consent of an authorized executive officer of Accurants. Any attempt to assign this Agreement by Customer shall be null and void. Furthermore, for the purposes of this Agreement the acquisition of an equity interest in Customer of greater than 25 percent by any third party shall be considered an “assignment.”

10. Compliance with Laws

Accurants and Customer each shall comply with the provision of all applicable federal, state, county and local laws, ordinances, regulations and codes including, but not limited to, Accurants’s and Customer’s obligations as employers with regard to the health, safety and payment of its employees, and identification and procurement of required permits, certificates, approvals and inspections in Accurants’s and Customer’s performance of this Agreement.

11. Governing Law

The validity, construction, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of laws rules and the parties hereto irrevocably submit to the jurisdiction and venue of the courts at Harris County to resolve any disputes arising hereunder or related hereto.

12. Waiver of Breach

No waiver of breach or failure to exercise any option, right or privilege under the terms of this Agreement or any order on any occasion or occasions shall be construed to be a waiver of the same or any other option, right or privilege on any other occasion.

13. Force Majeure

Neither party shall be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond its control.

14. Severability

If any of the provisions of this Agreement or any order shall be invalid or unenforceable under the laws of the jurisdiction where enforcement is sought whether on the basis of a court decision or of arbitral award applicable to the entire Agreement or order, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement or order shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of Accurants and Customer shall be construed and enforced accordingly.

15. Entire Agreement

This Agreement, the orders, appendices and subordinate documents referenced in this Agreement constitute the entire agreement between the parties with respect to the subject matter contained herein, superseding all previous agreements pertaining to such subject matter, and may be modified only by an amendment executed in writing by the authorized officers of both parties hereto. All prior agreements, representations, warranties, statements, negotiations, understandings and undertakings are superseded hereby and both parties hereto represent that they have read this Agreement, understand it, agree to be bound by all terms and conditions stated herein, and acknowledge receipt of a signed, true and exact copy of this Agreement.