Product specific terms

Customer agrees that its access to and use of Alteryx products and services is governed by the Alteryx End User License Agreement.

Armanino

Checkpoint Marketing for Firms Product Notes

Cleardocs product specific terms

ANZ Thomson Reuters Content Product Notes

Experian Data Quality

Credit Usage

All your users are entitled to create the following billing events:

• addition of fieldwork or completion requests for Inflo Collaborate, which will be charged at 1 Credit;
• reconciling fieldwork data within Inflo Ingest, at which point Inflo Ingest will be charged at 2 Credits together with any default modules stipulated within the Order Form at 3 Credits per Software Module; and
• upgraded to Software Modules not included within the default modules stipulated within the Order Form at 4 Credits per Software Module.

Once a billing event has been created by a user, the Credit is deducted in respect of such Room, regardless of the date on which you will start to use the Services in respect of that Room.

For Inflo Starter, no credits will be charged for the Inflo Collaborate module.

For Inflo Pro, no credits will be charged for any modules.

Limitation of Liability

Inflo’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the agreement shall be limited as follows:

• where the claim relates to a particular Software Module within a Room, or to a whole Room, the notional amount that have paid for usage, being an amount equal to the Fees divided by total number of Credits purchased;
• for all other claims, to the Fees paid during the 12 months immediately preceding the date on which the claim arose; and
  where the claim relates to the indemnity at condition 16.2 of the Conditions of Use, an amount per claim, equal to 10% of the Fees paid by you to us during the 12 months immediately preceding the date on which the claim arose.

Product terms

User Data License. You hereby agree and acknowledge that Thomson Reuters and its third party providers may collect and store information regarding your use of the Software for purposes of testing, supporting, enhancing, developing or improving the Software or any technology underlying the Software (“User Data”). You hereby grant to Thomson Reuters and its third party providers an irrevocable, non-exclusive, perpetual, transferable, sublicensable and royalty-free right and license to use, collect, process and store User Data for purposes of testing, supporting, enhancing, developing and improving the Software and any technology underlying the Software. This section 3 shall survive termination or expiration of this Agreement.

1. Customer agrees that its access to and use of Pagero products and services is subject to Pagero’s Partner Customer Complementing Terms with incorporated appendices available at www.pagero.com/agreements.
2. Customer acknowledges that Pagero will provide all support for the Pagero products and services in accordance with Pagero’s Advanced Support Agreement available at www.pagero.com/agreements.

1. ONESOURCE Property Tax
   Thirty days prior to expiration of the then current term, the parties shall determine if any additional Fees are owed by Customer to Thomson Reuters based on the number of personal property tax returns (filed and amended), real and personal property parcels, and property tax data hosting assets* in Customer's database as of the expiration date of the applicable term. Customer will be invoiced for any additional Fees which will be due and payable in accordance with the Agreement. (*An asset record will be counted each time an asset appears in Customer's database, regardless of the fact that multiple records may represent the same asset. Different asset records can be created for the same asset in multiple tax years, and in multiple asset listing files, such as a workspace listing, active listing, posted listing, amended listing, or some other listing.)
    
   In the event the digital images and documents storage space used in Customer's database exceed the cumulative amount of one (1) megabyte multiplied by the number of parcels/accounts per tax year, Customer may be charged additional Fees per the excess usage clause in the applicable Agreement. Such additional Fees will be mutually agreed to between the parties.
2. ONESOURCE Determination
   Upgrades. During the term of the applicable Order Form, Thomson Reuters will provide the most current version of the software. In the event of a new release of the software, Customer will be provided a minimum of 90 days’ notice of a new production environment release. Thomson Reuters will provide Customer a pre-production environment with the new software version for testing a minimum of 30 days prior to the new release. For critical security, stability fixes, or patches that do not introduce any new functionality, Thomson Reuters may immediately update or patch the software and provide reasonable notification to Customer.
    
   Load Testing. Load testing will be supported as follows: Customer may do load tests only in pre-production environments with prior written notification and agreed upon testing schedule with Thomson Reuters. Load testing in the production environment is not currently supported. Customer may be charged hosting and professional services fees to configure and run the load test.
3. ONESOURCE Statutory Reporting
   If your license of ONESOURCE Statutory Reporting includes the feature variously referred to as “Translation Helper”, “Translate tool”, “Translate”, “Language translation” or “Language translation function” (“the Feature”) then the following terms shall apply in addition:
   
   a) It is agreed that the Feature is a feature in which translation of text is conducted by software without any human intervention. No automated translation is perfect nor is it intended to replace human translators and so translations using the Feature are provided "as is" and no warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of any translations made using the Feature. Consequently, the Customer agrees that it assumes sole responsibility and entire risk as to the accuracy, suitability and results obtained from use of the Feature. Customer understands and agrees that results obtained from use of the Feature do not relieve Customer of responsibility, including its responsibility to any third party, for the preparation, content, accuracy and review of, or the appropriate legal, tax and/or accounting treatment of, items reflected on its tax returns or financial statements including but not limited to the accuracy of the translations produced by the Feature. THIS SERVICE (I.E. THE FEATURE) MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE AND GOOGLE TERMS MAY APPLY. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
   
   b) It is agreed that the Feature may include software and materials (“Third Party Materials”) which are provided by a third party (i.e. other than a party to the applicable agreement and its Affiliates) (“Third Party Provider”). Accordingly, if the Third Party Provider ceases to make the Third Party Materials available to Thomson Reuters or requires Thomson Reuters to suspend or terminate the provision or use of all or any part of the Third Party Materials that are included in the Feature to or by Customer or any of its Authorised Users, then Thomson Reuters may suspend or terminate that part of the Feature immediately without notice or further obligation to Customer. In the event that the licence to the Feature is terminated Thomson Reuters shall reimburse the Customer the pro-rata portion of their fees related to the unused portion of the Feature subscription unless the termination is directed by Third Party Provider as a result of Customer's misuse of that Third Party Materials.
4. ONESOURCE Indirect Tax Compliance for UK Making Tax Digital
   ONESOURCE Indirect Tax Compliance for UK Making Tax Digital (“OIC for UK MTD”) shall mean the Hosted Application as provided by Thomson Reuters for the purposes of automating the creation of the United Kingdom VAT Return and the United Kingdom EC Sales Listing. This Hosted Application includes the functionality to import configured data from the Customer's source system, to run standard validation checks and to run a set of standard exception reports for further interrogation testing by the Customer. OIC for UK MTD will populate the Customer's United Kingdom VAT Return and EC Sales Listing, allow further review, adjustments and approval by the Customer and will facilitate (a) the electronic filing by the Customer of the Customer's approved United Kingdom VAT Return via the method of electronic filing provided by H.M. Revenue & Customs (“HMRC”); and (b) the uploading to HMRC’s online portal in file format of the Customer's approved EC Sales Listing; in each case subject at all times to the availability of the relevant HMRC electronic filing or online portal, as the case may be.
5. ONESOURCE Data Hub
   The standard subscription to ONESOURCE Data Hub includes up to 1 terabyte (TB) of storage. If the agreement expires or is terminated, we will provide access to ONESOURCE Data Hub for 180 days so that you may migrate your data. The terms and conditions of the agreement remain in effect through this 180-day post-agreement period. For the avoidance of doubt, unless your ONESOURCE Data Hub product specifically includes the word “API” in the product description on the Order Form, then you may not automatically connect (whether through APIs or otherwise) to ONESOURCE Data Hub.

ONESOURCE Tax Provision Essential

• ONESOURCE Tax Provision
• ONESOURCE Workpapers

ONESOURCE Income Tax Essential

• ONESOURCE Income Tax (includes 1120 Access, 1065 Access & International Access)
• ONESOURCE Income Tax Express
• Data Query  
• Data Import Add-in
• ONESOURCE Workpapers
• eFile

ONESOURCE Direct Tax Essential

• ONESOURCE Income Tax (includes 1120 Access, 1065 Access & International Access)
• ONESOURCE Income Tax Express
• Data Query  
• Data Import Add-in
• ONESOURCE Tax Provision
• ONESOURCE Workpapers for Income Tax & Tax Provision

ONESOURCE Direct Tax Advanced Domestic

• ONESOURCE State Apportionment

ONESOURCE Direct Tax Advanced International

• ONESOURCE International Tax Calculator
• ONESOURCE BEPS Action Manager
• DAC6 & MDR Reporter

ONESOURCE Workflow Manager Suite

• ONESOURCE WorkFlow Manager
• ONESOURCE Calendar Classic
• FileRoom  
• Entity Unit Browser

ONESOURCE Direct Tax Enterprise

• See pricing attachment on order form

• Charges for the Foundation Services will be as set forth in the Order Form and billed annually.
• Quoted or estimated charges or rates are valid for thirty (30) days from the date offered and apply to the order of Foundation Services.
• ONESOURCE Foundation Services are sold separately from other ONESOURCE Support services, including ONESOURCE Max Support, ONESOURCE Managed Services, ONESOURCE Continuity Services, ONESOURCE Premium Subscription Services and ONESOURCE Technical Support & Maintenance.

ONESOURCE Foundation Services include the following:

• Account and product activation, including user setup, for the ONESOURCE Direct Tax Product set forth on the Order Form;
• Confirmation of access to the ONESOURCE Direct Tax Product set forth on the Order Form;
• Access to ad-hoc ONESOURCE Product consulting upon request through the Thomson Reuters support ticketing system; and
• Access to ONESOURCE University Training Passport (“Passport”)
  • The number of Passport users (based on the number of underlying licenses to the relevant ONESOURCE Direct Tax Product) will be provided to the Customer upon execution of the related Order Form.
  • The Passport provides Customer users with access to the ONESOURCE University learning management system for the ONESOURCE Direct Tax Product(s) set forth on the Order Form. This provides the users access to all instructor-led Workshops, WebSeminars, eLearning, and User Certification exams for the applicable product(s). Future learning content made available through the ONESOURCE University learning management system for the relevant product(s) is also included without the need to purchase additional courses. The Passport applies to a single individual and can only be transferred to another person if the individual leaves the company or after a twelve (12) month period ends. Users may also take and retake courses, as needed, after between kick-off Charges for the Foundation Services will be as set forth in the Order Form and billed annually.
• Quoted or estimated charges or rates are valid for thirty (30) days from the date offered and apply to this Services Understanding Memorandum only.
• ONESOURCE Foundation Services are sold separately from other ONESOURCE Support services, including ONESOURCE Max Support, ONESOURCE Managed Services and ONESOURCE Technical Support & Maintenance.
• ONESOURCE Foundation Services do not include product implementation. However, Client may opt to use ad-hoc product consulting hours for assistance with product implementation, but the hours may only be used Monday – Friday, during normal business hours, unless otherwise agreed in writing by Thomson Reuters.
• Implementation services will require a separate engagement with ONESOURCE Professional Services.
• Changes in ONESOURCE Product subscriptions may impact services charges.

CUSTOMER RESPONSIBILITIES

• Customer will be available to provide business requirements and/or data, participate in workshops and/or other designed courses and sessions, provide feedback and tax and technical expertise as required.  Customer will provide required internal expertise to meet service goals. Customer will provide an appropriate-level resource to provide Thomson Reuters with reasonable access to business and technical contacts, background information and data sources.
  
• Customer will provide necessary facilities, platforms, and system access to ensure successful delivery.

ACCEPTANCE

Execution of the related Order Form will be considered acceptance of the content of the details covered under this Services Understanding Memorandum.

Terms & Conditions

The terms and conditions (this “Agreement”) set forth herein constitute the full and complete agreement between you and Right Networks, LLC (“Right Networks”). By using the Services (defined below), you agree (i) you have read and understand this Agreement; (ii) you are bound by this Agreement; (iii) this Agreement is valid and enforceable against you; and (iv) to the extent you are using the Services on behalf of a business entity as the Account Owner, you have the power and authority to bind that business entity to this Agreement. We use the term “you” to refer to you as an individual and to any business entity for which you are acting as an agent or representative. The terms contained herein supersede and replace any other agreement or negotiation between you and Right Networks, whether oral, written or otherwise, including any statements made to you by any representative of Right Networks at any time with the sole exception of agreements physically signed by an authorized officer of Right Networks and delivered by hand, mail, email, or FAX.

TERMS & DEFINITIONS

(a) “Account” means, with respect to a Customer, the details of the Services currently purchased by such Customer for its benefit and/or the benefit of one or more particular Subscriber(s).

(b) “Account Owner” means the Person deemed to have complete control over the Account.

(c) “Affiliate” means, as applied to any Person, any other Person Controlled by, Controlling, or under common Control with that Person.

(d) “Available” means, as to a Service ordered by a Customer, that such Service is accessible and available for use by or on behalf of such Customer, notwithstanding any inaccessibility or unavailability caused by (i) Suspension, (ii) nonpayment, (iii) scheduled downtime, (iv) de minimis service interruptions, (v) interruptions outside of Right Networks’ reasonable control, including without limitation interruptions due to the acts or omissions of a third party licensor, or (vi) a Customer’s or Subscriber’s own connectivity issues.

(e) “Billing Period” means, with respect to an Account, a one-month period beginning on the date on which Right Networks first makes Services Available and recurring monthly until Customer Cancellation.

(f) “Control” means either the direct or indirect (i) control of more than 50% of the shares or other equity interests of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election or appointment of the corresponding managing authority), or (ii) power to manage, direct or cause the direction of the management and policies of such entity.

(g) “Customer Cancellation” means, with respect to an Account, the cancellation by a Customer of all of its and its Subscribers’ use of the Services.

(h) “Customer” means the Person obligated to make payments to Right Networks or its Affiliate with respect to Services purchased for use by one or more Subscribers.

(i) “Discounts” means a discount to the Service Fees that is (i) set forth in a Quotation or on the Web Portal, (ii) applicable only to the particular Service identified in the Quotation or on the Web Portal, and (iii) effective only for the period specified in the Quotation or on the Web Portal.

(j) “Hosted Data” means the data Customer or its Subscribers store on the Right Networks application servers.

(k) “Person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality).

(l) “Processor” means an entity that processes personal data for a customer or business without having ownership of the data.

(m) “QuickBooks® Products” means Intuit’s QuickBooks® Enterprise Solutions desktop software product and all other QuickBooks® Desktop products for Windows sold by Intuit in connection with the Services, any replacement product provided by Intuit, and all add-on products, services and features provided by Intuit, including updates, upgrades, enhancements, plug-ins, and other related components, as Intuit may release from time to time.

(n) “Quotation” means, with respect to a Customer, a writing executed by such Customer and an authorized representative of Right Networks setting forth the description of the Services purchased, the Service Fees, and any additional terms and conditions applicable to the Services, as amended by the parties from time to time.

(o) “Service Fees” means the fees corresponding to a particular Service set forth in a Quotation or on the Web Portal, as discounted by any Discounts.

(p) “Services” means any and all of Right Networks’ products and services. Services include any Third Party Products and Services that you license through Right Networks.

(q) “Sub-processor” means any subcontracted third party provider engaged by the Processor or service provider who processes customer personal data on behalf of the Processor or service provider.

(r) “Subscriber” means the Person designated by a Customer and permitted to use one or more Services.

(s) “Suspension” or “Suspend” means the denial of access to Services, which shall include the disabling of Customer’s and its Subscribers’ access to Services or any access to information or data stored on the servers.

(t) “Third Party Products and Services” means any and all third party products and services that you license through Right Networks pursuant to a Quotation or the Web Portal, including but not limited to Foxit software, Microsoft Office, Windows Desktop, and Rewind products and services.

(t) “Web Portal” means the Right Networks web portal located at myaccount.rightnetworks.com through which Customers can manage their Account, add and discontinue Services, and review billing details.

ACCOUNT OWNER TERMS. If you are an Account Owner, the following terms apply to you and you agree that:

A. Only the Account Owner has the power to cancel the Account, change the name of the business, and move sub-accounts

B. There can only be one Account Owner at one time. Account Owners may be transitioned by contacting Right Networks and completing the Right Networks Account Owner Change Request Form.

C. To the extent you are using the Services on behalf of a business entity and that entity is the Customer, you have the power and authority to bind the Customer to this Agreement, including with respect to payment obligations under Section 3.

D. It is your obligation to update the person named in the Account Owner role. You agree to keep the person named in the Account Owner role up to date in the MyAccount portal, including without limitation if the prior Account Owner becomes deceased or is no longer part of your organization.

FEES AND BILLING. If you are the Customer, the following terms apply to you and you agree that:

A. Service Fees. In exchange for Right Networks making Services Available, Service Fees applicable to those Services shall accrue during the Billing Period. You agree that the Service Fees are in exchange for making the Services Available and you shall pay the Service Fees even if the Services were not used during the Billing Period.

B. Service Adjustments. Service Fees will be prorated (“Prorated Fees”) for new Services purchased and made Available during a Billing Period. No amounts will be refunded with respect to cancellations or reductions of Services during a Billing Period.

C. Billing. Right Networks will charge you on the first day of each Billing Period for (i) Prorated Fees for Services added during the prior Billing Period, and (ii) Service Fees for Services purchased and active on your Accounts as of the first day of the Billing Period. You agree to pay such amounts on the first day of each billing period. Unpaid amounts shall accrue interest at the lesser rate of 2% per month or the highest rate permitted by law. Payment of Service Fees must be made by credit card (American Express, Visa, MasterCard, and Discover) or bank transfer (bank transfer is available only upon approval, additional fees may apply) or other method made available at Right Networks’ sole discretion. In the event you choose to pay by credit card or bank transfer, prior to activation of your Account and at any applicable time thereafter you authorize Right Networks to charge the credit card provided by you or transfer funds from the bank account provided by you for the amount of the Prorated Fees and Service Fees. All payments shall be made in United States Dollars. If the amounts payable for any Account you own or manage are past due in any Billing Period, in addition to Right Networks’ other remedies hereunder and in law and equity, you grant Right Networks the right to contact all Subscribers associated with your Accounts for direct billing.

D. Discounts. Right Networks may from time to time offer Discounts to Customers. These Discounts are conditioned upon Customer’s and its Subscribers’ compliance with the terms of this Agreement. Upon a Customer’s or a Subscriber’s breach of any of the terms herein, Right Networks may, in its sole discretion and without notice, revoke any Discounts offered to such Customer.

E. Fee Adjustments. The Service Fees shall be subject to price increases and decreases at any time by Right Networks in its sole discretion, provided that in each such case Right Networks shall notify the Account Owner of such adjustment no less than 30 days in advance of such adjustment.

ACCEPTABLE USE

Right Networks strictly enforces compliance with its acceptable use terms under this Section 4. You agree to use the Services in full compliance with the terms set forth below. Failure to so comply shall be deemed a material breach of this Agreement. In connection with your use of the Services, you agree that:A. you will not and will cause your Subscribers not to violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government;

B. you will not and will cause your Subscribers not to take any action which encourages or consists of any threat of harm of any kind to any person or property;

C. you will not and will cause your Subscribers not to gain or attempt to gain any unauthorized access to any Services, accounts or Hosted Data of any Customer, Subscriber or other Person or disclose or use any such information without authorization;

D. you will not and will cause your Subscribers not to install, nor run, nor attempt to install or run any executable software not authorized in writing by Right Networks on any Right Networks hosting system or application servers;

E. you will not and will cause your Subscribers not to make any inappropriate, illegal or otherwise prohibited communication to any newsgroup, mailing list, chat facility, or other internet forum;

F. you will not and will cause your Subscribers not to transmit any unsolicited commercial or bulk email, will not engage in any activity known or considered to be “spamming,” “phishing,” “mail bombing” or similar activities and you will not carry out any “denial of service” attacks on any other website or internet service;

G. you will not and will cause your Subscribers not to engage in any activity of any kind that causes harm to minors or to perform any activity which is likely to cause such harm;

H. you will not and will cause your Subscribers not to infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software;

I. you will not and will cause your Subscribers not to remove or alter any copyright, trademark or other intellectual property notices with respect to the Services (including for the purpose of disguising or changing any indications of the ownership or source of the Services);

J. your sole remedy for any problems or dissatisfaction with the Services or services offered by Right Networks Affiliates is to uninstall and to stop using the Services. You agree that Right Networks has no obligation or liability arising from third party applications or any content that you access via the Services, and that any relationship with such third-party applications are governed by separate agreements with those third parties. You agree to comply with any applicable third party terms and obligations when utilizing the Services, regardless of whether payment for these services is made directly to Right Networks or to an affiliate third party provider;

K. you will not and will cause your Subscribers not to collect, attempt to collect, publicize, or otherwise disclose personally identifiable information of any Person without their express written consent (which may be through the Person’s registration and/or subscription to your services, in which case you must provide a privacy policy which discloses any and all uses of information that you collect) or as otherwise required by law, and you shall maintain records of any such consent throughout the Term of this Agreement and for three years thereafter;

L. you will not and will cause your Subscribers not to use the Service to import or copy any local files that you do not have the legal right to import or copy in this way;

M. you will not and will cause your Subscribers not to reverse-engineer, decompile, disassemble, modify or create derivative works of the Services or any part thereof except to the extent permitted by applicable law;

N. you will not and will cause your Subscribers not to circumvent any technology used by Right Networks or its licensors to protect the Services or Third Party Products and Services;

O. you will not and will cause your Subscribers not to sell, rent, sublicense or lease any part of the Services;

P. you will not and will cause your Subscribers not to circumvent any territorial restrictions applied by Right Networks or its licensors;

Q. you will not and will cause your Subscribers not to attempt to harvest, collect or use addresses, phone numbers, email addresses or other contact information, except as you are expressly authorized to use by your clients;

R. you will not and will cause your Subscribers not to solicit private information (including social security numbers, credit card numbers and passwords);

S. you will not and will cause your Subscribers not to use any crawling, robot, spider, scraper, or automated means while utilizing the Services;

T. you will not and will cause your Subscribers not to do anything that is illegal, infringing, fraudulent, malicious or could expose Right Networks, its Affiliates or its other Customers to harm or liability of any type;

U. you will not and will cause your Subscribers not to post or copy malicious content such as malware, Trojan horses, or viruses, or otherwise interfere with any of Right Networks’ Customers’ or Subscribers’ access to the Services;

V. you will not and will cause your Subscribers not to undertake any action which is harmful or potentially harmful to Right Networks or its infrastructure;

W. you will not and will cause your Subscribers not to attempt, encourage or facilitate any of the above.

THIRD PARTY PRODUCTS AND SERVICES AGREEMENTS

A. Compliance. On behalf of yourself and your Subscribers, you affirmatively accept and agree to comply with all software and end user license agreements and terms and conditions for Third Party Products and Services (collectively, “Third Party Agreements, Terms, and Conditions”) applicable to Third Party Products and Services you are accessing and using, and agree that you and your Subscribers are bound and governed by such Third Party Agreements, Terms, and Conditions with respect to your use of the Third Party Products and Services.

B. Information Provided to Right Networks. You represent and warrant that you are the legal owner of all license information and personally identifiable information that you have provided or will provide to Right Networks. You grant Right Networks the right to share with the licensors of Third Party Products and Services your license information, including without limitation all license-related keys and numbers for all Third Party Products and Services and all related services provided by the software licensor.

FLOW-THROUGH TERMS

A. Intuit Inc. Flow-Through Terms. QuickBooks®, Lacerte® and ProSeries® software is owned by Intuit Inc. (“Intuit”). Such software is hosted by Right Networks under license from Intuit. Right Networks is solely responsible for the provision of all Services on the Right Networks website. You authorize Right Networks to install such software updates at its discretion and understand that the installation of such software updates may result in your need to perform a data file update of your company file(s). Right Networks has the ability to rollback updates to the extent required. In addition to all other terms and conditions herein:

(a) you affirmatively accept, including on behalf of your Subscribers, Intuit’s end user license agreement (“EULA”) applicable to the Services you are accessing and using, and agree to do so only through Intuit’s standard in-product EULA process, and agree that you and your Subscribers are bound and governed by such EULAs with respect to your use of the Intuit products;

(b) you agree to register all licenses for each and every individual instance of an Intuit product used or accessed by you or your Subscribers within the applicable registration period;

(c) you agree to supply all license information (including version and year of the applicable Intuit product) to Right Networks for each instance you or a Subscriber wish to use;

(d) you agree to obtain any end user license agreements necessary for other software, whether associated with an Intuit product or not;

(e) you understand and agree that upon receipt of notice from Right Networks or Intuit that an Intuit product is being discontinued, you shall be required to upgrade to the latest version of such product or discontinue your use of the Services for that particular version and year-edition;

(f) you understand that you take full responsibility for retrieving your data from Right Networks in the case of termination of the Services and that you must effect such retrieval prior to termination during the period provided by Right Networks for retrieval, as further set forth herein;

(g) you understand that upon your discontinuation of the Services, you must obtain solely and directly from Intuit any physical media containing copies of the Intuit products to which you may be entitled;

(h) you understand and agree that despite Right Networks’ best efforts, in the case of data loss, loss of use or theft occurs, Intuit will have no liability for any damages associated therewith;

(i) you agree that you are solely responsible for the actions and behavior of your Subscribers;

(j) you understand and agree that Intuit provides no warranties for the Services and no warranties with respect to the performance of the Intuit products within the Services;

(k) you understand and agree that with respect to the QuickBooks Products®, Intuit is responsible only for support in accordance with the EULA and only to the extent the QuickBooks® Products would normally operate on each Subscriber’s own desktop computer, and not for support of, or relating to, the secure, remote hosting of, and access to, the QuickBooks® Products, their interoperation with the Services, or for support of any other products or services offered by Right Networks or third parties;

(l) you understand that you cannot technically or otherwise, by any means, allow two or more Subscribers to share a single account license (I.e., share the same set of log-in credentials – username and password- for that license), and that you are prohibited from doing so and based upon reporting metrics you will be notified of any violations when they occur and you shall immediately remedy any such violations (e.g., by buying an additional license, or preventing such account-sharing);

(m) you grant Right Networks the right to share your QuickBooks® license information, including all license-related keys and numbers, payroll keys, and numbers, and number of users for which you provide such licenses, with Intuit for verification and tracking purposes. This information is governed by the terms of Intuit’s Privacy Statement;

(n) you understand and agree that Intuit is not a party to this Agreement between you and Right Networks, is not responsible in any way whatsoever for the Services and has no liability therewith;

(o) you understand and agree that except for those licenses that you bring to Right Networks as a new Right Networks customer that you must either subscribe to QuickBooks® licenses through Right Networks, purchase QuickBooks® licenses through Right Networks, or purchase new QuickBooks® licenses directly from Intuit or from Intuit’s National Accounts organization or Intuit’s dedicated accountant sales partner program;

(p) you understand and agree that all QuickBooks® licenses that you subscribe to through Right Networks are valid only while you are a Right Networks customer and that each such license may be disabled at any time after the user account to which they were assigned is no longer paid for through Right Networks; and

(q) you understand and agree that if you subscribe to QuickBooks® Enterprise Solutions, upon availability of a new version, your access to the QuickBooks® Enterprise Solutions software through your subscription may be upgraded accordingly without prior notice or approval from you.

B. Drake Flow-Through Terms. Drake® software offered to you hereunder is owned by Drake Software, LLC. (“Drake”). Such software is hosted by Right Networks under license from Drake. Right Networks is solely responsible for the provision of all Services on the Right Networks website. You authorize Right Networks to install such software updates at its discretion and understand that the installation of such software updates may result in your need to perform a data file update of your company file(s). Right Networks has the ability to rollback updates to the extent required. In addition to all other terms and conditions herein:

(a) you agree to affirmatively accept, on behalf of yourself and your Subscribers, the end user license agreements for each Drake product accessed and used by you and your Subscribers, and to do so only via Drake’s standard in-product end user license agreement process;

(b) you agree to register all licenses for each Drake product used by you or your Subscribers; and

(c) you agree to obtain any end user license agreements necessary for other software, whether associated with a Drake product or not

OWNERSHIP AND LICENSE OF INTELLECTUAL PROPERTY

A. Ownership. The Services make use of intellectual property of Right Networks including, but not limited to, Right Networks tools and technologies for infrastructure configuration, system virtualization, and customer service. You understand and agree that all right, title and interest Right Networks has in the Services, and all intellectual property rights therein, shall remain the sole property of Right Networks and that, other than as set forth below in Section 7(B), you have no right, title or interest therein. You agree to receive written authorization from Right Networks before performing any security analysis of the Services or any component thereof. You agree that you do not have the right to create any derivative works of the Services hereunder, and hereby assign any such derivative works you create to Right Networks.

B. License Grant. Subject to your compliance with the terms of this Agreement, Right Networks hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use those Services, which are active on your Account, during the Billing Period in the United States solely for your internal business purposes.

PRIVACY AND CONFIDENTIALITY

Right Networks makes every reasonable effort to maintain customer privacy and confidentiality in compliance with state, federal, and industry compliance standards with respect to Hosted Data, Customer contact information and Customer support information. Under various federal, state or municipality compliance regulations, Right Networks may be considered either a Processor or Sub-processer of personal data. These efforts include, but are not limited to, RDP encryption, username-based authentication, access control lists, user rights restriction, and other technical and administrative controls. Right Networks offers Multifactor Authentication (“MFA”) to all Customers of its Services. It is your responsibility to exercise due diligence to ensure your use of the MFA feature, and Right Networks have no liability for any harm or damages caused by your failure to use the MFA feature. You may at your discretion encrypt or password-protect your Hosted Data. Right Networks will provide access to your Hosted Data only to those clients you authorize (by first name, last name, and email address) and to Right Networks’ and its Affiliates’ personnel who need to have access to the Hosted Data to provide the Services. Right Networks will not disclose Hosted Data or Customer information to any other Person except as required by court order. You are the exclusive owner of your Hosted Data and no rights to said Hosted Data are transferred to Right Networks unless so agreed separately. You are solely responsible for verifying the integrity of Account and your Hosted Data at least every ninety (90) days, including verifying that any Hosted Data that is the subject of a verified client request for correction or deletion is timely corrected or deleted. If you purchase any third-party service offerings through Right Networks’ Affiliates, or third-party service providers, you authorize Right Networks to share your first name, last name and email address with such parties to the extent necessary for them to provide their offerings to you. Please also review our Privacy Policy posted on www.rightnetworks.com.You are solely responsible for ensuring that your login information is utilized only by you. Your responsibility includes ensuring the secrecy and strength of your passwords. Right Networks shall have no liability resulting from the unauthorized use of your login information, except as a direct result of Right Networks’ gross negligence or willful misconduct. Right Networks is not responsible for detecting lost, stolen, or unauthorized access to your Hosted Data or to the Services. If your login information is lost, stolen, or used by unauthorized parties or if you believe that your Hosted Data or the Services you have purchased have been accessed by unauthorized parties, it is your responsibility to immediately notify Right Networks to request that the account login information be reset. You are solely responsible for complying with all applicable laws and regulations with respect to notification and other requirements related to any such unauthorized access to your Hosted Data or your Services. After Right Networks receives and validates your request to reset account login information, Right Networks will use its reasonable efforts to take the requested action.

Right Networks backs up Hosted Data. In addition to that, QuickBooks also creates a .QBB backup file. As part of routine maintenance, Right Networks, in its sole discretion, may from time to time delete such .QBB backup files. If you wish to retain these files, it is your responsibility to transfer them off of the Right Networks application servers.

TERM AND TERMINATION

A. Agreement Term. The term of this Agreement shall run coterminous with the Billing Period (the “Term”).

B. Right Networks Termination Right. Right Networks may terminate this Agreement or any Service (i) on ninety (90) days’ written notice to you with or without cause, (ii) on written notice to you in the event that Right Networks elects, in its sole discretion, to cease doing business in the United States and/or Canada, (iii) on written notice to you in the event that Right Networks loses access to any license necessary to provide a Service, or (iv) with or without notice for cause, if (a) any payment for the Services is more than fifteen (15) days overdue, or (b) you or your Subscribers commit any material breach of any term of this Agreement, including without limitation any failure to timely pay fees.

C. Customer Termination Right. The Account Owner may terminate its applicable Account by calling the Right Networks cancellation line at 1-888-379-8333 and speaking with a member of our Customer Success department.

D. Suspension.

(a) Suspension on Breach. In addition to any of its other rights and remedies in law or in equity, in the event of you or your Subscribers’ breach of any term of this Agreement, including without limitation, any failure to timely pay fees, Right Networks may with or without notice Suspend your Account in its sole and absolute discretion, including without limitation as necessary to protect itself or its customers.

(b) Continued Payments. Service Fees will continue to accrue on suspended Accounts and you continue to remain responsible for the payment of any such charges during the period of Suspension.

(c) Account Reactivation. Suspended Accounts may be reactivated subject to a $50.00 reactivation fee in addition to payment of all outstanding balances which shall be paid by Customer prior to reactivation of the Account. In addition, Account reactivation can require several business days. All past due and unpaid balances are subject to collection through third party collection agencies. In the event of such collection action, Customer shall be liable for costs of collection including but not limited to attorney’s fees, court costs, and collection agency fees.

E. Termination.

(a) Data Retention. Right Networks will retain Hosted Data for at least ninety (90) days following the effective date of termination. Right Networks has no obligation to retain Hosted Data after such period and shall retain such Hosted Data only in its sole discretion or as required by applicable laws or regulations. Restoration of terminated Hosted Data may be provided subject to a terminated data restore fee of not less than $150.00.

(b) License Termination. Upon termination of this Agreement, all licenses and rights granted to you hereunder immediately terminate and you shall and shall cause your Subscribers to cease all use of the Services, except that you may continue to access your Account to view your account details and purchased Services.

RIGHTS UPON ISSUANCE OF CIVIL OR CRIMINAL PROCESS

If Right Networks is served with civil or criminal process relating to an Account or the Hosted Data on the Right Networks servers relating to such Account, Right Networks shall have the right to take whatever action it deems reasonably necessary to comply with such civil or criminal process, including, without limitation, suspending access to the Hosted Data. In the event that Right Networks incurs attorneys’ fees and costs in connection with any such civil or criminal process, you will be responsible for reimbursing Right Networks for all attorneys’ fees and costs.

WARRANTIES; LIMITATION OF LIABILITY

Right Networks makes every reasonable effort to maintain operation of the Services. Notwithstanding the foregoing, because many events and circumstances are beyond the control of Right Networks, Right Networks does not in any way warrant or otherwise guarantee the availability of the Right Networks system, servers or Services and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether or not due to the negligence of Right Networks. Right Networks may, at its sole discretion, limit or deny access to its cloud infrastructure, if, in the judgment of Right Networks, such limitations or denials of access are required to assure the security of the network, the integrity of the network structure, or to prevent damage to the network, the software or the data stored on the Right Networks servers. ALL SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT.Information obtained by you from the internet may be inaccurate, offensive or in some cases even illegal. With the exception of the content found on Right Networks websites, Right Networks has no control over information contained on the internet. Right Networks, therefore, accepts no responsibility or liability for any information which you may receive from the internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the internet as well as the reputation of the individuals with whom you may deal. RIGHT NETWORKS PROVIDES NO WARRANTY FOR ANY GOODS OR SERVICES WHICH YOU OBTAIN OVER THE INTERNET, NOR THE COMPATIBILITY OF ANY SUCH SERVICES WITH THE RIGHT NETWORKS SYSTEM.YOU SPECIFICALLY HEREBY WAIVE ANY CLAIM FOR DAMAGES OF ANY KIND THAT YOU MAY HAVE AGAINST RIGHT NETWORKS OR ITS AFFILIATES IN CONNECTION WITH YOUR USE OF THE SERVICES, WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU BY ANY ACTS OR OMISSIONS OF RIGHT NETWORKS OR ITS AFFILIATES RELATING TO OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT SHALL BE A SERVICE CREDIT EQUAL TO THE FEE PAID BY YOU TO RIGHT NETWORKS AS PRO-RATED FOR THE PERIOD CORRESPONDING TO ANY TIME THE SERVICE AT ISSUE WAS NOT AVAILABLE.

INDEMNITY

You agree to fully defend (with counsel acceptable to Right Networks), indemnify and hold harmless Right Networks, its Affiliates, and their officers, directors, agents, resellers, and employees, in their official and personal capacities, of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including reasonable attorneys’ fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of, in connection with or relating to any actual or alleged (i) breach of this Agreement by you or your Subscribers, (ii) your or your Subscriber’s negligence, willful misconduct or illegal acts, (iii) any violation or misappropriation of any Person’s intellectual property or other proprietary rights based on your use of the Services, other than in strict accordance with this Agreement, (iv) your failure to maintain the confidentiality of your Hosted Data or Account information, and (v) introduction of malicious content such as malware, Trojan horses, or viruses in the Services. You agree that you will keep confidential all Account information provided to you by or on behalf of Right Networks, including usernames and passwords, and you assume all responsibility for any loss, theft or other destruction of any such data caused by or attributable to your actions or inactions.

FORCE MAJEURE / WITHDRAWAL FROM BUSINESS

Except for payment obligations hereunder, either party to this Agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, outbreaks, epidemics and pandemics, and governmental shut-downs or other restrictions or requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

ASSIGNMENT

This Agreement and the rights hereunder are not assignable or transferable without the prior written consent of the other party, except that Right Networks may freely assign any or all of its rights hereunder to any Affiliate or successor-in-interest of Right Networks. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.

SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

CHOICE OF LAW

This Agreement shall be interpreted under the laws of the State of New Hampshire, without regard to any conflict of laws provisions, without regard to its conflict of law rules which refer to or apply the law of another jurisdiction. Subject to the provisions of Section 18, the parties agree that any disputes arising out of or relating under this Agreement shall be commenced in the state or federal courts in the State of New Hampshire, and both parties consent to jurisdiction and venue in such courts.

DISPUTE RESOLUTION

Any claim, dispute or controversy with respect to, in connection with or arising out of this Agreement shall be subject to and decided by arbitration in the City of Nashua, State of New Hampshire, by a panel of three arbitrators. Each Party shall designate one disinterested arbitrator and the two arbitrators so designated shall select a third arbitrator. The persons selected as arbitrators need not be professional arbitrators and persons such as lawyers, accountants, brokers and bankers shall be acceptable, but each shall have substantial experience with respect to information technology and development. The arbitration proceeding shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then and there pertaining. Any party may initiate arbitration proceedings hereunder by providing written notice (“Demand for Arbitration”) to the other party to such claim, dispute or controversy. A Demand for Arbitration shall be made within a reasonable time after the claim, dispute or controversy has arisen; provided, however, that no Demand for Arbitration may be made after the date when institution of such claim, dispute or controversy would be barred by the applicable statutes of limitations. Arbitration proceedings shall be commenced within thirty (30) days of such notice or as soon thereafter as practicable, and the arbitrators shall be required to render a written determination within thirty (30) days after the commencement of such arbitration proceedings. The written award of a majority of the arbitrators shall be final and binding upon the parties and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including the federal district courts located in the City of Nashua, State of New Hampshire. All costs of any such arbitration shall be borne equally by the parties. This Section shall not be construed to prohibit either party from seeking preliminary or permanent injunctive relief in the state or federal courts in the State of New Hampshire in accordance with the provisions of Section 17. Notwithstanding the foregoing, the arbitrator hearing the dispute to which the injunction pertains will have the power to modify or dissolve any such injunction, or to order additional injunctive relief, in connection with the final arbitration award. The parties, their representatives, other participants, and the mediator and arbitrator shall hold the existence, content, and result of any mediation and arbitration in confidence except to the extent necessary to enforce a final settlement agreement or to obtain and secure enforcement of or a judgment on an arbitration decision and award.

TRADEMARKS AND COPYRIGHT

“Right Networks”, “We Host Your Business So You Can Run Your Business”, “HyperRight”, and “The Right Way to The Cloud” are registered trademarks of Right Networks, LLC. “Serve Customers Everywhere From Anywhere”, “Serve Clients Everywhere From Anywhere”, “AccountingC4”, “C4Accounting”, “Cloud Computing Collaborative Community” and the C4 logo are trademarks of Right Networks, LLC. “C4U”, “AccountingC4U”, “C4University” and the C4U logo are trademarks of C4U, LLC. All other trademarks are property of their respective owners.Copyrights in this website and all content of this web site are owned by Right Networks. You may not copy or use in any way any content without Right Networks written permission except as permitted under applicable law.

ACKNOWLEDGEMENTS

If you provide any third parties with information, including but not limited to web content, printed advertising, and electronic advertising, that directly links or refers to Services, said information must identify those services as “Powered by Right Networks” and, if on a web page, such identification must be copied via the following html code: <a href="https://www.rightnetworks.com/"><img src="https://www.rightnetworks.com/wp-content/uploads/2021/03/powered_by_right_networks-1-1.png" alt="Powered by Right Networks(R)"></a>If you use Right Networks as a sub-vendor to provide services to your customers, your user agreements must include the following text, with appropriate substitutions for the italicized text:

Your Customer understands and agrees that: a) Your Legal Entity may use sub-vendors to deliver its services, b) sub-vendors are not a party to Your Agreement, c) Your Legal Entity is not affiliated with or endorsed by its sub-vendors unless otherwise stated herein, d) Your Customer disclaims any liability by all sub-vendors related to services purchased through Your Legal Entity, and e) Your Legal Entity is solely responsible for the provision all services on Your Website.

Notwithstanding the above, all users of the Services are a party to this Agreement and agree to the above with respect to any intermediary if using Right Networks through such. In addition, Right Networks retains the right to terminate any rights to use “Powered by Right Networks” under this Section 19 at any time, and upon such notice of termination shall immediately cease all such use.

NO AGENCY

Nothing contained herein shall be interpreted as creating an agency, partnership or joint venture between Right Networks and you.

AMENDMENT

Right Networks may without advance notice amend this Agreement from time to time and will do so by posting the new Agreement on the Right Networks website in place of the old. Each and every such amendment shall be become effective immediately for users of Services including but not limited to all pre-existing and future accounts. It is your responsibility to periodically check the Right Networks website for updates of this Agreement.

MISCELLANEOUS

Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. All provisions of this Agreement that by their nature are intended to survive any termination or expiration of this Agreement shall so survive, including, without limitation, Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 22.If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Any rights not otherwise expressly granted by this Agreement are reserved by Right Networks.

https://www.rightnetworks.com/terms-conditions/

SurePrep Master Agreement

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