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End-User Agreement

YELLOWLABS SOFTWARE, INC. DBA ACCOUNTINGSUITE

This End-User Agreement (the “End-UserAgreement“) govern use of the Services provided by YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE (the “Company“ or “we”). This End-User Agreement is a legal agreement between our End-Users, Registered Users, AccountingPartners, Franchisors, Franchisees, Branding Partners and Developers (any ofwhom may be referred to as “you”) and the Company. This End-User Agreement describes the terms governing your use ofour Services. By accepting electronically,installing, accessing or using any of our Services and/or by clicking anybutton marked “I Accept,” “I Agree,” “You Agree,” “You Accept” or similar whenusing same: (a) you agree to be bound by this End-User Agreement and all of our other Terms of Service and (b) you further agree that each of your Authoried Users of ourServices will also be bound by this End-User Agreement and all of our other Terms of Service. If you do not agree to THIS END-USER AGREEMENT, then you are prohibitedfrom using our Services.

This End-User Agreement forms part of our Terms of Service.

       If you need to contact us for any issues under THIS END-USER AGREEMENT, please contact us at: policy@accountingsuite.com.

1. Definitions As used in our End-User Agreement, our Privacy Policy, our Accounting Partner Policy, Franchisor Policy, our Franchisee Policy, our Branding Policy and our Developer Policy, the following defined terms have thefollowing meanings when capitalized:

            1.1. “Accounting Client” means a Person whose Accounting Data has beenuploaded to our Services by an Accounting Partner, at the behest and direction of such Person. Accounting             Clients may or may not be our End-Users and are subject to this End-User Agreement to the extent allowable by Applicable Laws and/or Rules.

            1.2. “Accounting Data” means any accounting data an End-User uploads to a Service. Your Accounting Data is considered Personally Identifiable Information.

            1.3. “Accounting Partner” means any accountant, CPA,bookkeeper, tax preparer or similar professional who uses our Services to manage Accounting Data on behalf of Accounting             Clients. Accounting Partners are also our Registered Users and are subject to this End-User Agreement.

            1.4. “AccountingSuite” means the accounting, order management and inventory Services created by, developed by and/or licensed by the Company.

            1.5. “AccountingSuite Add-On” means any additional Service orsoftware functionality which may be offered by the Company to our Registered Users.

            1.6. “AccountingSuite Add-OnFee” means the fee or fees (whether one-time orrepeated) which may be charged by the Company when one of our Registered Users opts to purchase             an AccountingSuite Add-On.

            1.7. “AccountingSuiteFeature” means any feature or functionality that is part of AccountingSuite. Different AccountingSuite Features may be available for use by different End-Users.

            1.8. “AccountingSuiteSubscription” means a subscription plan or level of services which is selected by or for one or more End-Users at the time of or subsequent to registration or             account creation for such users. An AccountingSuite Subscription consists of a list of AccountingSuite Features for a specified maximum number of Concurrent Users and/or             Concurrent Machines and is billed monthly or at such other terms specified by AccountingSuite at the time of registration or according to our Terms of Service.

            1.9. “AccountingSuite Subscription Fee” means the fee associated with an AccountingSuite Subscription. AccountingSuite Subscription Fees may be charged monthly or as otherwise             stated at the time of selection of an AccountingSuite Subscription.

            1.10. “Affiliates” means a Person’s affiliates,third-party providers, licensors, distributors, suppliers, contractors and/or Related Entities.

            1.11. “Application” means any software application (including mobile and desktop applications and copies thereof) that facilitates the use of Websites or Online Services.

            1.12. “Applicable Laws and/or Rules” means (as may be amended from time to time) (a)any and all applicable laws, orders, ordinances, rules, regulations, treaties or other legal             requirements, including those relating to cybersecurity, dataprivacy, data security, data transfer, financial data, international communications, software use or the export of software or             technical or personaldata; (b) any and all rules and regulations of the United States Financial Trade Commission; (c) the CCPA and/or (d) any and/or all applicable rules,regulations             and requirements of providers, banks, institutions, organizations,associates or networks which govern your use of our Services, including (1) theoperating rules of the National             Clearing  House Association (including all appendicesand formal rules, (2) Payment Card Industry Data Security Standards (PCI-DSS)and Payment Application Data Security Standard              (PA-DSS), (3) Visa USA, Inc. Operating Regulations, (4) Visa International Operating Regulations, (5) Mastercard Rules, (6) Discover Operating Regulations and/or (7) the American             Express Merchant Operating Guide.

            1.13. “Authorized User” means any of your employees,contractors, agents or any other Person you authorize to use our Services,Brand Assets and/or Developer Platform on your             behalf.

            1.14. “Automatic Billing” means a service provided by the Company whereby the Company automatically charges a Registered User-designated account (such as a bank account or             credit card) for payment.

            1.15. “Brand Assets” means a Person’s trade names, trademarks,service marks, logos, domain names and other distinctive brand features.

            1.16. “Branding Policy” means our BRANDING POLICY, which may be found here: Branding Policy.

           1.17. “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 – 1798.199, as amended from time to time.

            1.18.  "Company“ means YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE, a Delaware corporation.

            1.19. “Company Policy” means any policy or term of service of the Company.

            1.20. “Concurrent Machine” means a physical or virtual computing device that is accessing our Services concurrently with another such device under the same AccountingSuite             Subscription.

            1.21. “Concurrent User” means a Registered User who is simultaneously logged into our Services with another Registered User using thesame AccountingSuite Subscription or             Registered User account.

            1.22. "Confidential Information" means any and all technical and non-technical information provided by a party that is marked or otherwise identified at thetime of disclosure as             confidential or proprietary, whether in graphic,electronic, written or oral form, and including but not limited to any ideas,techniques, drawings, designs, descriptions, specifications,             works of authorship, patent applications or other filings, models, inventions, know-how,processes, algorithms, software source documents, and formulae related to the current, future,             and proposed technologies, products and services of each of the parties, and also any information concerning research, experimental work,development, financial information,             purchasing, customer lists, investors,employees, business and contractual relationships, business forecasts, business plans, proprietary information, personally-identifiable             information,sales and merchandising, marketing plans of or related to said party and information said party provides regarding or belonging to third parties.

            1.23. “Cookie” means a small file stored on an End-User’s computer,mobile or other device, which is sent to that End-User’s browser from a Service.

            1.24. “Developer” means a Person who accesses a Service Operator’s Services using that Service Operator’s Developer Platform. Our Developers are also our Registered Users and             are subject to this End-User Agreement.

            1.25. “Developer Client” means any software or Service used by a Developer to access a Service using the Developer Platform providedby that Service.

            1.26. “Developer Platform” means a Service Operator’s Services,software development kit (“SDK”) files, tools programs and utilities, aswell as any plug-in or any other application             programming interfaces (“API”),sample code (including runtimes and libraries) and related documentation which allow third-parties to connect their Services to that Service             Operator’s Services.”

            1.27. “Developer Policy“ means our DEVELOPER POLICY, which may be found here: Developer Policy.

            1.28. “End-User” means an end-user of a Service. Underthe GDPR, “data subjects” are End-Users. Under the CCPA, “consumers” are End-Users.

            1.29. “End-User Agreement“ means our END-USER AGREEMENT, which may be found here: End-User Agreement.

           1.30. “Fees” means any and all fees due to the Company from a Registered User, including AccountingSuite Subscription and Add-On Fees.

            1.31. “Franchisee” means an Accounting Partner who is authorized to use our Services by a Franchisor.

            1.32. “Franchisor” means a Registered User of our Services who sells or licenses our Services to Franchisees.

            1.33. “Government User” means any End-User accessing Services on behalf of any governmental entity.

            1.34. “GDPR” means the General Data Protection Regulation.

            1.35. “Integration Partner” means any third-party Person (including third-party service providers) that we share data (including UserData) with in order to provide services to our             End-Users.

            1.36. “Intellectual Property" means intellectual property, including any advertisement, audio, blueprint, book, concept, copyrightable material, data,database, demonstration (i.e.,             demo), design, development tool, diagram,drawing, film, film clip, flow chart, improvement, information, invention,know-how, logo, method, model, music, object code, painting,             patentable material, procedure, process, promotional material, report, screenshot, script,sculpture, slideshow, slogan, software, song, source code, slogan,specification, technical             information, technology, trade-show display, trade secret, visual art, work-in-progress or writing, whether in electronic or anyother form.

           1.37. “Intellectual Property Laws” means any Applicable Laws and/orRules which protect Intellectual Property.

            1.38. “Intellectual Property Right” means any and all rights, title and interest to Intellectual Property, including all applications, registrations, common-lawor usage rights, arising or             enforceable under any Applicable Laws and/or Rules.

            1.39. “Licensed Territory” means the United States of America and its territories and possessions.

            1.40. “Online Service” means any online service available through a Website, including content, data, software, updates, web services,application programming interfaces and new             releases.

            1.41.  “Person” means any individual or legalentity, including any association, corporation (including any non-profitcorporation), estate, general partnership, governmental body, joint             venture,limited liability company, limited liability partnership, limited partnership,organization or trust.

            1.42. “Personally Identifiable Information” or “PII” means information which may be used to identify an individual, such as theindividual’s name, addresses, email addresses, phone or             fax numbers, usernames,passwords, credit reporting information or other account information which maybe in a Service Operator’s possession or likely to come into that             ServiceOperator’s possession. PII incudes Accounting Data.

            1.43.  "Privacy Policy“ means our PRIVACY POLICY, which may be found here: Privacy Policy.

            1.44. “Registered Developer” means a Person who has completed the registration process to use a Service Operator’s Developer Platform.

            1.45. “Registered User” means an End-User who has completed the registration process for a Service.

            1.46. “Related Entities” means, for a Person, that Person’s parents or subsidiaries (or parents or subsidiaries thereof).

            1.47. “Service” means an Application, Website, Online Service or Developer Platform including their compilation, content, data, design,digital conversion, graphics, magnetic             translation, organization or other related matters and any content, updates or maintenance releases thereto. OurServices include AccountingSuite and our Developer Platform.

            1.48. “Service Operator” means a Person who operates any Service. We are a Service Operator.

            1.49.  "Terms of Service“ means our TERMS OF SERVICE, which includes  (a) our End-User Agreement, (b) our Privacy Policy, (c) our Accounting Partner Policy, (d) our Franchisor Policy,             (e) our Franchisee Policy, (f) our Branding Policy, (g) our Developer Policy and (h) all of our other terms, policies and guidelines applicable to your use of our Services.

            1.50. “Third-Party Component”  means any component incorporated into our Services provided by a third party.

            1.51. “Tracking Technologies” means Cookies, beacons, tags or scripts which may collect and track information about an End-User’s usage of our Services.

            1.52. “Update” means any update, upgrade,modification or enhancement to a Service made generally available to that Service’s End-Users.

            1.53. “User Content” means any data, images, sounds, figures or other materials, which are uploaded,posted or stored by an End-User through such user’s use of a Service             Operator’s Services. User content includes an End-User’s Personally Identifiable Information.

            1.54. “Usage Data” means usage information collected by a Service Operator when an End-User accesses that Service Operator’sServices, including (a) Internet Protocol (“IP”)             addresses (including server addresses), (b) log files, (c) unique device identifiers, (d) equipment identifiers (such as MAC addresses) or other unique identifiers, (e) browser type and             version, (f) browsing history during interaction with such Services (including visited pages and the time, dates and duration of such visits), (g)domain counts, (h) other usage             information collected from Cookies or otherTracking Technologies and (i) any other data the such Service Operator deems necessary for or relevant to provision of its Service. Usage             Data may or maynot contain PII.

            1.55. “User Data” means, for an End-User, its User Content (including Personally Identifiable Information and Accounting Data) andits Usage Data.

            1.56. “Website” means any publicly accessible website.

2. YourRights to Use our Services

            2.1. Our Services are protected by Intellectual Property Laws. You are only granted alimited license (the “Limited License”) to use our Services and only for the purposes described by             the Company and only under our Terms of Service.The Company reserves all other rights in our Services not expressly granted to you. Until termination of this End-User Agreement             and as long as you meet any applicable payment obligations and comply with this End-User Agreement, the Company grants to you a personal,fully revocable, limited, non-exclusive,             non-transferable, non-sublicensable license to use our Services.

            2.2. You agree not to use, nor permit any third party to use, our Services in a manner that violates any Applicable Law and/or Rules or that violate our Terms of Service. You agree you             will not, without our written consent or unless expressly provided for in our Terms of Service: (a) provide access to or give any part of our Services to any third party; (b) reproduce,             modify, adapt, translate or copy our Services; (b) prepare derivative works from our Services; (c) deconstruct,decompile, reverse engineer, disassemble (or otherwise try to derive             source code from), download, scrape, post or transmit any part of our Services or any internal files used by our Services; (d) rent, lease, loan, sell, trade, resell,syndicate access to or             distribute our Services and/or (e) make our Services available on any file-sharing or application hosting service.

            2.3. Our Services may periodically be updated with tools, utilities, improvements, third-party applications or general updates. You agree to receive these updates.

            2.4. Although certain browsers allow you to block Tracking Technologies, if you refuse to accept Tracking Technologies,we may deny you access to our Services or portions of our             Services. Our Services are not compatible with any “do not track” settings your browsing software may utilize, and we reserve theright to deny you access to our Services if you             engage this option.

3. Subscriptions,Add-Ons, Services and Fees

            3.1. Subscriptions. The Company offers a variety of AccountingSuite Subscriptions to our End-Users. Each of our Registered Users must select an AccountingSuite Subscription at the             time of Registration. Each AccountingSuite Subscription has its own terms and Fees, and you will be informed of such prior to your registration. We reserve the right to change the             terms or Fees for any AccountingSuite Subscription with reasonable notice to you.

            3.2. Add-Ons. From time-to-time, wemay offer you the option to purchase an AccountingSuite Add-On. Each AccountingSuite Add-On has its own terms and Fees, and you will be             informed of such prior to your selection of an add-on.

            3.3. DataConversions. From time-to-time, we offer to perform data conversions or transformations for our Registered Users. You will be informed of the fee for such service prior to the             conversion, and we may change our fees for subsequent conversions.

            3.4. Fees. You are responsible for payment of all Fees you incur through your use of our Services, including any AccountingSuite Subscription Fees and AccountingSuite Add-On Fees.

4. License Limitations

            4.1. Concurrent Machines. Our Services may be offered to you with a limit on the number of Concurrent Machines that you may use with our Services. In such case, you may                          not intentionally try to use our Services with more than the allowed number of Concurrent Machines that you own, lease or otherwise control.

            4.2. Concurrent Users. Our Services may be offered to you with a limit on the number of Concurrent Users. In such case, you may not intentionally try to allow more than the specified             number of Concurrent Users to access our Services.

            4.3. Specific Services. We may offer you individual Services or partial components of ourServices. In such case, you may not intentionally try to access any of our Services other than             those specified for your access.

            4.4. Other Users. Our Services are available for your use, and not the use of any of your Related Entities or Affiliates (unless employed by you as a contractor oragent).

            4.5. Upgrades, Maintenance and Support. Your Limited License does not include the right to any Updates,maintenance, support or modifications to or for our Services, unless             (a)otherwise stated in writing herein (or by the Company elsewhere) and/or (b) specified in writing at the time of your selection of an AccountingSuite Subscription.

            4.6. Intellectual Property. Unless otherwise stated in writing herein (or by the Company elsewhere), your Limited License does not include (a) any license ortransfer of any Intellectual             Property Rights owned or controlled by the Company or its Affiliates or (b) any rights to or license to use any worksderived from our Services.

5. Prohibited Uses. Unless otherwise expressly stated by the Company (hereinor elsewhere), while using our Services, you are prohibited from:

            5.1. Using domain count overrides;

            5.2. Blocking (electronically or otherwise) the transmission of data required for our provision of our Services;

            5.3. Using our Services in any manner which could damage, disable, over burden or impair our Services or which could interfere with any other Person’s use and enjoyment of             our Services;

            5.4. Impersonating any other Person or forging any other Person’s signature (electronic orotherwise);

            5.5. Disruptingor interfering with our Services or using our Services to interfere with anyother Person’s access to or use of our Services;

            5.6. Using our Services to (a) transmit (or facilitate the transmission of) any unsolicited emails of any kind or (b) transmit (or facilitate the transmission of) bulk emails;

            5.7. Using our Services to (a) access (or attempt to access) the accounts of other End-Users or (b) penetrate (or attempt to penetrate) either the Company’s or any other             Person’ssecurity measures, computer software or hardware, electronic communicationssystems or telecommunication systems, whether or not such intrusions results ina loss or             corruption of data;

            5.8. Using our Services to collect User Data about any Person without that Person’s knowledge or consent;

            5.9. Using our Services for (a) excessive posting or cross-posting of the same or substantially similar User Content or (b) posting User Content to any site (orportion thereof) where             such content is inappropriate, prohibited or incorrectly categorized;

            5.10. Using our Services to transmit any viruses, worms, defects, Trojan horses, malware orany other items of a destructive nature;

            5.11. Using our Services to defame, abuse, harass, stalk or threaten others;

            5.12. Using our Services to commit or promote illegal or unlawful activities;

            5.13. Sublicensing our Services for use by a third party;

            5.14. Using our End-Users’ User Data to assist with any unsolicited marketing communications (electronic or otherwise) to any Person;

            5.15. Using our Services to (a) engage in chat flooding, (b) connect to chat servers orchannels from which you have been previously banned or (c) forge, alter or obscure your identity             when participating in chat sessions;

            5.16. Obtaining (or attempting to obtain) any materials or information not intentionally madeavailable or provided for through our Services;

            5.17. Removing or destroying (or attempting to do either) any copyright notices, trademark notices, proprietary markings or confidential legends placed upon or contained within our             Services or our Brand Assets;

            5.18. Uploading any Person’s Accounting Data without that Person’s permission; and/or

            5.19. Using our Services to use, disclose, sell or disseminate any Accounting Data of anyof our End-Users (including financial transaction and account information) to any third parties             in violation of Applicable Laws and/or Rules or without that End-User’s authorization.

6. License Expiration. Your license may include an expiration date that can result intermination of your Limited License. The Company may, but is under no obligation to, provide you with  written notice ofthis expiration at a time reasonably prior to the expiration. You are solely responsible for tracking the date of any license expiration. If you dispute such expiration, it is your responsibility to contact the Company to explain such dispute. The COMPANY is not liable for any damages or costs incurred to or by you because of an expiration of your Limited License.

7. Maintenance and Support. Subject to Section 4.5, the Company will provide maintenance and support services to our Registered Users in accordance with the terms of the AccountingSuite Subscription selected by said user. The Company’s obligations, if any, to provide maintenance and support is subject to the following: (a) the Registered User shall provide the Company with sufficient access to its account and personnel to duplicate and resolve errors; (b) the Registered User shall provide supervision, control and management of the use of our Services; (c) the Registered User shall documentand promptly report all errors or malfunctions in our Services to the Company and (d) the Registered User shall take all steps necessary to carryout procedures for the rectification of errors or malfunctions within areasonable time after such procedures have been received from the Company.

8. Territory. Our Services are authorized for use only within Licensed Territory.

9. Currency. We only support United States dollars as the currency for use with our Services.

10. Paymentand Refunds. The following terms apply to any of our Services offered on a paymentor subscription basis, unless the Company or any of its Affiliates notifies you otherwise in writing:

            10.1. Payments will be billed to you in U.S. dollars, and your account will be charged whenyou subscribe and provide your payment information, unless stated otherwise in the             AccountingSuite Subscription ordering or payment terms displayed on our Services at the time of subscription selection. For AccountingSuite Subscriptions, your payment for each             billing cycle (each, a “Billing Cycle”)must be processed prior to the last date of the previous Billing Cycle. Unless otherwise stated in writing to you, the default Billing Cycle is             monthly,starting with the first day of each calendar month. Additional cancellation orrenewal terms may be to you when you next use our Services after the start of a Billing Cycle.

            10.2. We reserve the right to refuse or cancel your order or AccountingSuite Subscription for any reason. An email notification will be sent to the email address associated with the             order informing you of the cancellation. If you feel this cancellation is in error, please contact us immediately so we canexamine the issue.

            10.3. The Company does not refund payments for AccountingSuite Subscriptions, except as provided for in Section 10.5.

            10.4. You may cancel your AccountingSuite Subscription at any time, unless stated in any offer for your subscription.

            10.5. In the event your AccountingSuite Subscription is cancelled by you, your subscription will continue until the end of the Billing Cycle in which your cancellation takes place. If we             cancel your subscription, we will terminate your access to our Services immediately and refund you an amount pro-rated for the days remaining in the applicable Billing Cycle.

            10.6. For any non-subscription or one-time services (such as data conversion orcustomization services) (a “Non-Subscription Service”), unless otherwise stated in any applicable             agreement with you, the Company may, in its sole discretion,refuse refunds if the Company has commenced work on such Non-Subscription Service. The Company may, also in its             sole discretion, choose to refund apro-rata portion of payment based on the amount of work completed. This Section 10.6 applies whether you or the Company is the party who             cancels the Non-Subscription Service.

            10.7. Unauthorized Usage. The Company reserves the right to charge you the then current list price of any unauthorized usage or usage by any unauthorized users upon discovery of             such usage, by charging the payment method used to make your original, authorized purchase, or by any other means required.

11. Payment Methods and Fraud Prevention.

            11.1. You must pay with one of the following: (a) a valid credit card acceptable to the Company; (b) a valid debit card acceptable to the Company; (c) sufficient funds in a checking or             savings account to cover an electronic debit (using ACH) ofthe payment due or (d) by another payment option the Company provides to you inwriting.

            11.2. We accept payment via all major credit cards and PayPal or any other payment method that we may provide to you in writing from time to time. All orders must be placed             through our Website. We do not take orders over the phone or in person.

            11.3. Due to rampant online credit card fraud, we may use an address verification service(“AVS”) to match the billing address of the card holder with the billing address on the order. If             your bank or credit card issuer does not support AVS,we may be unable to process your order.

            11.4. If the payment and registration information provided by you is not accurate,current, and complete and you do not notify us promptly when such information changes, the             Company may suspend or terminate your account and refuse any use of our Services.

            11.5. If you do not notify us of updates to your payment method (e.g., credit cardexpiration date), to avoid interruption of your access to our Services, we may participate in programs             supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your             account with the updated information that we obtain.

12. Your Connection and Devices.

            12.1. Mobile Devices. Use of our Services may be available through a compatible mobile device, which may require you to provide your own such device and obtain service from a             mobile or telecommunications provider. You agree that you aresolely responsible for your mobile device, including any applicable changes,updates and fees, as well as the terms of             your agreement with your mobile or telecommunications provider.

            12.2. Internet Service. Use of our Services may require you to obtain an internet connectionfrom an internet service provider (“ISP”). You agree that you are solely responsible for             obtaining your own internet service, including any applicable changes, updates and fees, as well as the terms of your agreement with your ISP.

            12.3. No Representation as to Compatibility. The Company makes no representation regarding the compatibility of our Services with any device, operating system or             telecommunications network.

13. Your Personal Information.

            13.1. You can view the Company's Privacy Policy provided with our Services on our Website. You agree to our applicable Privacy Policy,and any changes published by the Company.             You agree that the Company may use and maintain your data according to our Privacy Policy,as part of our Services.

            13.2. You grant the Company permission to use your User Data, information about your business and about your experience to help us to provide our Services to you and to enhance             our Services. You give the Company permission to combine information you enter or upload for our Services with that of other End-Users of our Services and/or other Company             services. You further agree that the Company (or its Affiliates) may use,sell, license, reproduce, distribute and disclose your and other End-Users'non-identifiable, aggregated data that             is derived through your or other End User’s use of our Services. You also grant the Company permission to share or publish summary results relating to research data and to distribute             or license such data to third parties

            13.3. The Company is a global company and may access or store User Data in multiple countries or jurisdictions, including those outside of your own country or jurisdiction to the             extent permitted by Applicable Laws and/or Rules, and you agree to such storage. You also acknowledge and agree that your User Data may be stored in countries that donot have             adequate security controls to protect your data.

14. Your Content.

            14.2. Your Responsibility. You are responsible for your User Content and its accuracy and completeness. You are responsible for archiving (backing up) your User Content (including             your Accounting Data) frequently. You are solely responsible for any lost or unrecoverable User Content (including accounting data). You must provide all required and appropriate             warnings,information and disclosures for your User Content. The Company is not responsible for the User Content you submit through our Services.

            14.3. Prohibited Content. You agree not to use, nor permit any third party to use, our Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the             following:

                    14.3.1. Abusive,defamatory, disruptive, fraudulent, harassing, hateful, Illegal, inappropriate,indecent, libelous, objectionable, obscene, offensive, pornographic, profane                     or threatening information or communications of any kind, including content thatwould (a) encourage “flaming” others, (b) encourage criminal or civilly liable conduct under any                     Applicable Laws and/or Rules or (c) encourage bodily harm ordestruction of property.

                    14.3.2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;

                    14.3.3. Content that is unfair or deceptive or which creates a safety or health risk to a Person or the public;

                    14.3.4. Except as permitted by the Company in writing: bulk mail, chain letters, financial scams, floodings, frauds, investment opportunities, mail bombings, offers, pyramid or                     Ponzi schemes, solicitations, spam or unsolicited commercial communication;

                    14.3.5. Viruses,Trojan horses, worms or other disruptive, damaging or harmful software or data;

                    14.3.6. Any information, software or User Content which (a) is not legally yours and without permission from its Intellectual Property Rights’ owner or (b)infringes the Intellectual                      Property Rights of any third party;

                    14.3.7. Any User Content which holds the Company up to public scorn orridicule or which would in any way damage or impair the Company’s reputation or good will;and/or

                    14.3.8. Any material which would harm or could harm a minor.

            14.4. Social Features. Our Services may include a community forum or other social features to exchange User Content and information with other End-Users and the public. The             Company does not support and is not responsible for the content in these community forums. You agree to use respect when interacting with other End-Users. You agree not to             reveal information that you do not want to make public. You agree that the Company is not responsible for any hypertext links to content of third parties which may be posted by             End-Users.

            14.5. Feedback. The Company may freely use feedback you provide. You agree that the Company may use your feedback, suggestions, or ideas in any way, including infuture             modifications of our Services, other products or services or advertising or marketing materials. Your feedback is User Content and is, therefore,subject to any terms regarding User             Content, including Section 14.

            14.6. Monitoring and Disclosure. The Company may, but has no obligation to, monitor your User Content. The Company may, but has no obligation to, monitor content on our             Services. We may disclose any information necessary to satisfy our legal obligations, to protect the Company and its customers or to operate our Services properly. The Company, in             its sole discretion, may refuse to post, disable, remove or refuseto remove, any User Content, in whole or in part, alleged to be unacceptable,undesirable, inappropriate or in violation             of our Terms of Service.

15. Data Conversions. Our data conversion and transformation services are provided “AS-IS.” You are responsible for backing up your data prior to such conversion. Your original data may  be altered during the conversion and may not be available to you after theconversion has been completed.

16. Accounting Partners.

            16.1. If you are one of our Registered Users, you may designate one or more Persons toact as an Accounting Partner on your behalf. By doing so, you acknowledge and agree that you             are giving your Accounting Partners full access to your Accounting Data, including the ability to read, write, modify and delete such data. See our Accounting Partner Policy for rules             governing Account Partners’ use of our Services.

            16.2. If you manage or upload Accounting Data forany other Person, our Accounting Partner Policy governs your use of that data, whether or not you are formally designated as an             Accounting Partner. See our Accounting Partner Policy for rules governing Account Partners’ use of our Services.

17. Company Communications.

            17.1. No Professional Advice. Unless specifically included with our Services, the Company is not in the business of providing accounting, engineering,financial, health care, human             resources, legal, real estate, tax or other professional services or advice. End-Users should consult the services of a competent professional when this type of assistance is needed.

            17.2. Other Services. The Company may tell you about other Company-provided services or services provided by our Integration Partners.You may be offered other services, products,             or promotions by the Company. Additional terms and conditions and fees may apply.

            17.3. Communications. The Company may be required by Applicable Laws and/or Rules to send you communications about our Services or third-party products. You agree that the             Company may send these communications to you via email or by posting them on our Website.

18. Security.

            18.1. Password. You agree to manage your passwords and update your passwords if required by the Company. You are responsible for securely managing your password(s) for our             Services and to contact the Company if you become aware of any unauthorized access to your account.

            18.2. Telephone Numbers. You may be required to provide us with your telephone number as part of your customer record or registration or via other methods. You understandand             agree that the Company may use your telephone number for “multi-factor authentication” (“MFA”),to confirm your identity and help protect the security of your account. Part ofthe             MFA process may involve the Company sending text messages containing security codes to your telephone number. You agree to receive these texts from the Company containing             security codes as part of the MFA process. In addition, you agree that the Company may send automated text messages and pre-recorded voice messages to the telephone number             you provide for other limited purposes, including: (a) providingyou with important critical notices regarding your use of our Services or (b)fulfilling a request made by you through our             Services. You further agree that the Company is not responsible for any charges which your telecommunications provider may impose on you for receiving such texts.

            18.3. Liability for Third Parties. Should you make any software,login identifications, security credentials or other means of access to our Services available to third parties (whether             deliberately or through error oromission), you agree that any and all use of our Services by such third parties,regardless of whether not such use is authorized by you, shall be legally             attributable to you, and you hereby accept liability for any and all such use.

            18.4. Stolen Authentication Information. If your login identification or password is stolen, or if you suspect any improper or illegal usage of your Limited License outside your control,             you agree to notify the Company promptly and as soon as is feasibly possible.

19. Disclaimer of Warranties.

            19.1. Your use of our Services is entirely at your own risk. Except asdescribed in our Terms of Service, our Services are provided “AS IS,” “as available” and “With All Faults.” To the             maximum extent permitted by Applicable Laws and/or Rules, the Company and its Affiliates disclaim all Representations and warranties (express, implied OR STATUTORY) including:

                    19.1.1.  any warranty that our Services are fit for a particular purpose;

                    19.1.2. any warranties of title or merchantability;

                    19.1.3. any warranties against data-loss;

                    19.1.4. any warranties against non-interference withor non-infringement of any Intellectual Property Rights;

                    19.1.5. any warranties for the accuracy, reliability,quality or content in or linked to our Services;

                    19.1.6. any warranties that our Services are secure,free from bugs, viruses, interruption, errors, theft or destruction;

                    19.1.7. any warranties that your use of our Services will be accurate, will be reliable or will meet your expectations;

                   19.1.8. any warranties as to the availability,integrity, reliability, timeliness or uptime of our Services;

                    19.1.9. any warranties related to the accuracy, completeness,integrity or persistence of any data stored on our services;

                    19.1.10. any warranties that the Company will continue to offer our Services (or anyportion thereof);

                    19.1.11. any warranties that our Services will meet your requirements or expectations; and/or

                    19.1.12. any warranties that any errors in our Services will be corrected in a timely fashion or at all.

            19.2. The Company and its Affiliates disclaim any representations or warranties that your use of our Services will satisfy or ensure compliance with any legal obligations or Applicable             Laws and/or Rules.You are solely responsible for complying with your legal, accounting and tax obligations.

            19.3. The Company makes no warranties or representations of any kind (express, statutory or implied) as to: (a) the availability of telecommunication or internet service from your             telecommunications provider or ISP, (b) any loss, damage or other security intrusion of such services or (c)any disclosure of information or failure to transmit any data by your             telecommunication service or ISP.

            19.4. Any material downloaded or otherwise obtained through the use our Services is done at your own discretion and risk and you are solely responsible for any damage to your             computer system or loss of data that results from the download of any such material.

            19.5. No advice or information, whether oral or written, obtained by you from us or our Services will create any warranty not expressly stated in our TERMS OF SERVICE. If the             exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase ordelivery of our Services, whichever is sooner.

            19.6. The Company does not warrant, endorse, guarantee or assume responsibility for any product or services offered by a third party,even if we provide you with access to the             third-party’s Services.

            19.7. The Company does not warrant, represent or guarantee thatour data conversion or transformation services will be error-free or that they will preserve your original data.

20. Termination.

            20.1. The Company may, inits sole discretion and without notice and in whole or in part, restrict, deny, suspend or terminate our Terms of Service (or any portion thereof) or our             Services(or any portion thereof) effective at any time, in whole or in part, for: (a) suspicion of fraud, (b) security violations, (c) illegal activity, (d) unauthorized access or unauthorized             use issues, (e) protection of the integrity of our Services, (f) compliance with applicable Company Policy,(g) compliance with Applicable Laws and/or Rules, (h) your failure to comply             with our Terms of Service or (i) your refusal to receive electronic communications. Upon termination, (x) you must immediately stop using ourServices and (y) any outstanding             payments will become due and payable. Termination of our Terms of Service shall not affect the Company's rights to any payments due to it. The Company may terminate a free             account at any time.

            20.2. The Company may, in its sole discretion, retain anyUser Content after termination of our Terms of Service or our Services, unless otherwise prohibited by Applicable Laws and/or             Rules.

            20.3. The following Sections shall survive termination of this End-User Agreement: Sections 2.2, 2.3, 3.4 and 4 - 25.

21. Indemnification. You agree to indemnify and hold the Company and its Affiliates harmless from any and all claims, liability and expenses,including reasonable attorneys' fees and costs, arising out of (a) your modification of our Services, (b) your combination of our Services with other services or applications, (c) your violation of the Intellectual Property Rights of others,(d) your uploading or use of your User Content, (e) third-party liability under Section 18.3 or(f) your breach of our Terms of Service (collectively referred to as “Claims”). You also agree to indemnify the Company and its Affiliates to the same extent and for the same causes for actions taken or not taken by your Authorized Users. The Company reservesthe right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by the Company in the defense of any Claims.

22. Export Restrictions. You acknowledge that ourServices are subject to restrictions under Applicable Laws and/or Rules,including export control laws, trade embargoes, sanctions and security requirements. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available our Servicesin violation of these laws, directly or indirectly.

23. Notice for Government Users. Our Services are provided with restricted rights. Use,duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable. Our Services are provided as a “commercial item” as that term is defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212and 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 and48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, our Services are commercial items provided to any Government User with only those rights customarily provided to all other End-Users as set forth in this Agreement.Title to our Services shall at all times remain with the Company regardless of the use of any federal, state or other governmental funds in its development.

24. Copyright and Trademark.

            24.1. Copyright Infringement Notification. Pursuant to Title 17, United States Code §512(c)(2), notifications of claimed copyright infringement under United Statescopyright law should             be sent to the Company at our contact email address at the beginning of this End-UserAgreement.

            24.2. Open Source Software. Our Services may contain open source software components, each of which has its own copy rightnotice requirements and own applicable license             conditions. These components are subject to the terms of third-party open source licenses, and not the terms of this End-UserAgreement. If any such license requires the Company to             deliver the source code for such component to you, the Company shall do so upon request at a nominal fee.

            24.3. CompanyIntellectual Property Notice. The marks “Yellow Labs Software”, “YLSI,” “YLS”, “AccountingSuite” or any similar or related marks areowned by the Company and/or its             Affiliates. Our Services are property of the Company and/or its Affiliates and are protected under Applicable Laws and/or Rules (including Intellectual Property Law). Other than as             expressly permitted hereunder, copying, redistribution, use or publication by you of any part of our Services is strictly prohibited. You do not acquire any ownership rights to any of             our Services or to any other End-User’s User Data. The posting of any information or materials on our Services does not constitute a waiver ofany right in such information or materials.             Some of the content available through our Services may be owned by third parties. Nothing contained in this End-User Agreement shall be understood togive you any license to use             any Intellectual Property owned by the Company or any third party.

25. Miscellaneous Provisions.

            25.1. Representations

           25.2.  Each party represents and warrants that: (a) if said party is a corporation, limited liability company, any type of partnership or any other type of legal entity, it is duly             organized and validly existing in good standing under the laws of the jurisdiction of the state or country of its organization; (b) it has the powerand authority to execute, deliver             and perform our Terms of Serviceand (c) it has taken all necessary action to authorize the execution, delivery and performance of our Terms of Service.Each party further             represents and warrants that its participation under our Terms of Service does not, and the performance by said party of the its obligations hereunder will not, with or without the             giving of notice or the passage of time, or both:(a) violate any judgment, writ, injunction, or order ofany court, arbitrator, or governmental agency applicable to said party;             (b)conflict with, result in the breach of any provisions of or the termination of,or constitute a default under, any agreement to which said party is a party or by which said party is or             may be bound; and/or (c) violate any of said party’s organizational or governing documents (if said party is a legal entity).If you are an individual, you further represent and             warrant that you are of alegal age to form a binding contract with us.

            25.3. Additional Representations and Warranties. You represent and warrant that: (a) if you are accessing our Services on behalf on entity, that you have the authority to bind that             entity to our {Terms of Service}; (b) your use of our Services (including our Developer Platform and our Brand Assets) will not violate any third-party rights (including Intellectual             Property Rights and rights of privacy or publicity) or any Applicable Laws and/or Rules; (c) all information you provide to the Company,including your identity, is and will be true,             accurate, and complete and will be updated by you if necessary and (d) you will not interfere with the Company’s business practices, the way in which we offer our Services or our             Developer Platform or any third-party products or networks used with our Developer Platform.

            25.4. Additional Terms. Additional payment, return, cancellation, shipping or other terms or additional warranties or disclaimers may be provided to you through our Services.             Such additional terms, warranties and disclaimers are incorporated herein by this reference. Conflicts between portions of our Terms of Service shall be resolved according to the             following order of priority (from highest to lowest priority): (a) terms provided directly to you by our Services, (b) our End-User Agreement, (c) our Privacy Policy, (d) our             Accounting Partner Policy, (e) our Franchisor Policy, (f) our Franchisee Policy, (f) our Developer Policy and finally (g) our Branding Policy.

            25.5. Incorporation by Reference. The following are each incorporated herein by reference: (a) our Privacy Policy, our Accounting Partner Policy, ou rFranchisor Policy, our             Franchisee Policy, our Developer Policy and our Branding Policy; (b) any additional terms and conditions, which may include those from third-parties and (c) any terms provided             separately to you for our Services, including product or program terms, AccountingSuite Subscription terms, ordering terms, activation terms,payment terms or similar.

            25.6. Notice of Default; Cure. Unless otherwise stated elsewhere in our Terms of Service, you shall provide the Company with written notice and a forty-five(45) calendar day              opportunity to cure any act or omission constituting a breach by the Company of any of the material terms, covenants or conditions set forth in any of our Terms of Service. The             Company is under no similar obligation to provide any time for cure to any End-User.

            25.7. Force Majeure. The Company shall not be in default or otherwise liable for any delay in or failure of its performance under any of our Terms of Servicewhere such delay or failure             arises by reason of any act of God, or any government or any governmental body, acts of the common enemy, the elements,strikes or labor disputes or other similar or dissimilar             cause beyond the control of the Company.

            25.8. Amendments. Our Termsof Service may be modified at anytime in the sole discretion of the Company, with or without notice to you. Such modified terms shall not apply             retroactively. Your continued use of our Services (including our Developer Platform) after any such modification shall constitute an acceptance by you of such modifications. You may             not modify anyof our Terms of Service without our written consent.

            25.9. Assignment. The Company may assign any portion of our Terms of Service at any time in the Company’s sole discretion, with or without notice to our End-Users. You may not             assign any of our Terms of Service without the written consent of the Company.

            25.10. Binding Effect. Our Terms of Service are binding upon and shall inure to the benefit of the parties hereto and their respective assigns,administrators, executors, heirs, legal             representatives and successors, including any entity with which a party may merge or consolidate or to which all or substantially all of its assets may be transferred.

            25.11. Section Headings;Construction; Interpretation. The headings of Sections in our Terms of Service are provided for convenience only and will not affect its construction or             interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of the particular portion of our Terms of Service containing such reference,             unless otherwise specified. All words used in our Terms of Service will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly             provided, the word “including” does not limit the preceding words or terms. The terms “you” and “your” refer to you as an End-User ofour Services, and the terms “us,” “we” and “our”             refer to the Company. To the extent applicable, the terms “you”and “your” shall also refer to any of your Authorized Users.

            25.12. Entire Agreement. Our Terms of Service contains the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements and             understandings, oral or written, between the parties with respect to the subject matter herein.

            25.13. Severability. If any provision of our Terms of Service is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of our Terms of Service will             remain in full force and effect. Any provision of our Terms of Service held invalid or unenforceable only in part or degree will remain infull force and effect to the extent not held invalid             or unenforceable.

            25.14. Third-Party Rights. Nothing expressed or referred to in our Terms of Service will be construed to give any legal or equitable right, remedy or claim under or with respect to our             Terms of Service (or any provision thereof) to any third party other than you or the Company. Our Terms of Service and all of its provisions are for the sole and exclusive benefit of the             you,the Company and their successors and assigns.

            25.15. Relationship Between the Parties. Nothing herein shall be construed to create a partnership,joint venture, or agency relationship between the parties, or to create an             employment relationship between the parties.

            25.16. Waiver. Neither the failure nor any delay by the Company in exercising any right, power, or privilege under our Terms of Service will operate as a waiver of such right, power, or             privilege, and no single or partial exercise ofany such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other             right, power,or privilege. To the maximum extent permitted by Applicable Laws and/or Rules,(a) no claim or right arising out of our Terms of Service can be discharged by the             Company, in whole or in part, by a waiver or renunciation of the claim or right unless in writing; (b) no waiver that may begiven by the Company willbe applicable except in the             specific instance for which it is given and (c) no notice to or demand on an End-User will be deemed to be a waiver of any obligation of such user or of the right of the Company to             take further action without notice or demand as provided in our Terms of Service.

            25.17. Limitation of Liability. Our Terms of Service sets forth the entire liability of the Company, its Affiliates and your exclusive remedy with respect to our Services and their use:

                    25.17.1. General Limitation onRecovery of Consequential Damages. The Company shall not be liable under any circumstances to youfor (a) indirect, consequential, incidental,                     special, exemplary, or punitive damages, regardless of the theory advanced; (b) damages relating to failures of telecommunications,the internet, electroniccommunications,                     corruption, security, loss or theft of data, viruses, spyware;(c) loss of business, goodwill, revenue, profits or investment; (d) damages related to your use or inability to use                     ourServices; (e) costs for getting substitute goods or services to substitute for our Services; (f) damages arising from your use of, inability to use,performance of or                     non-performance of any third-party goods or services purchased or accessed by you using our Services; (g) damages resulting from hacking,tampering or other unauthorized                     access to or alterations of your trasmissionsor data; (h) damages resulting from statemens or conduct of any Person using our Services; (i) damages resulting from your use of                     software or hardware that does not meet the Company’s requirements;(j) damages resulting from errors, mistakes or innacuracies of our Services(including our content); (k)                     personal injury or property damage of any nature whatsoever resulting from your access to our Services; (l) damages resulting from the actions or inactions of any of our                     Integration Partners; (M)terminating any of our Company Policies in accordance with said policy or (N)any other damages relating to your use of our Services.

                    25.17.2. Cap on Direct Damages.To the maximum extent permitted by Applicable Laws and/or Rules, the entire liability of the Company and its Affiliates for all claims relating to                     our Terms of Service shall be limited tothe amount you paid for our Services during the twelve (12) months prior tosuch claim.

                    25.17.3. Application. ThisSection 25.17applies whether the alleged liability is based on contract, tort, negligence,strict liability or any other basis, even if we have been advised of                     the possibility of such liability. The foregoing limitation shall apply to the fullest extent permitted by Applicable Laws and/or Rules in the applicable jurisdiction.

            25.18. Time to Bring Suit. Unless otherwise required by Applicable Laws and/or Rules, any action or proceeding by you relating to any dispute must commence within one year             after the cause of action occurs.

            25.19. Remedies Cumulative. The rights and remedies of the Company under our Terms of Service are cumulative and not alternative, and no such right or remedy shall eliminate             any other remedy under our Terms of Service to which the Company maybe entitled.

            25.20. Specific Performance. You acknowledge and agree that irreparable injury shall result from a breach of our Terms of Service and that money damages will not adequately             compensate the Company. Accordingly, in the event of your breach ora threatened breach of our Terms of Service, the Company shall be entitled, in addition to any other             remedy which may be available, to injunctive relief (without necessity of abond) to prevent or to correct the breach. The Company shall be entitled to recover its costs and fees,             including reasonable attorneys’ fees, incurred in obtaining any such relief.

            25.21. Governing Law. Our Terms of Service and the rights and obligations of the parties here under shall be governed by, and construed and interpreted in accordance with, the             laws of the State of California,without regard to conflicts of laws principles. The United Nations Conventionon Contracts for the International Sale of Goods does not apply to our             Terms of Service. To the extent permitted by law, any applicable provisions of the Uniform Computer Information Transactions Act shall not apply to our Terms of Service. The             GDPR does not apply to our Services.

            25.22. Jurisdiction; Venue. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, our Terms of Service may be brought against any of             the parties in the courts of the State of California,County of San Francisco, or, if it has or can acquire jurisdiction, in any Federal district which overlaps the aforementioned state             venues, and by your use of our Services, you consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waive any             objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any End-User anywhere in the world or to the             Company’s registered agent for service of process in the State of California.

            25.23. Dispute Resolution. Except with respect to matters as to which injunctive relief or specific performance is being sought, all disputes, controversies, or claims arising out of             or relating to our Terms of Service which cannot be resolved by the parties hereto shall be finally settled in accordance with the applicable rules for there solution of disputes of             any dispute resolution agency selected by the Company in the County of San Francisco, California.The prevailing party shall be entitled to reimbursement of any reasonable costs             and/or fees, including reasonable attorney’s fees. Additionally, in the eventany party fails to proceed with arbitration, unsuccessfully challenges the arbitrators’ award or fails to             comply with the arbitrators’ award, the other party is entitled to costs of suit including reasonable attorney’s fees forhaving to compel arbitration or defend or enforce the award.             Any party may be represented by an attorney selected by that party and any award of attorney’s fees or costs shall be made in accordance with the applicable substantive law. By             using our Services, you agree to submit any claims arising out of, relating to, or in connection with our Terms of Service, or the interpretation, validity, construction, performance,             breach or termination thereof to binding arbitration, unless otherwise required by Applicable Laws and/or Rules, and you agree that this section constitutes a waiver of your rights             to a jury trial.

            25.24. Waiver of Class Actions. You agree that any and all disputes must be brought in your individual capacity and not as a plaintiff or class member in any purported class or             representative proceeding. By using our Services, you agree that you are waiving the right to participate in a class action or litigate on a class-wide basis.

            25.25. Attorney’sFees. In the event of litigation relating to our Terms of Service, the prevailing party shall be entitled torecover its reasonable attorney’s fees and expenses.

Privacy Policy

YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE

This Privacy Policy (the “Privacy Policy“) governs use of the Services providedby YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE (the “Company“ or “we”). This Privacy Policy is a legal agreement between the End-User (or “you”) and the Company. This Privacy Policy describes the privacy practices of the Company and its Affiliates. Your use of our Services constitutes your agreement to this Privacy Policy and its terms and provides us with the legal basis for our processing of your data. We are a Business and/or a Third Party under the CCPA, as applicable. If you do not agree to THIS PRIVACY POLICY, then you are prohibited from using our Services.

This Privacy Policy forms part of our Terms of Service. See our End-UserAgreement for additional terms governing your use of our Services generally. Capitalized terms used herein but not defined shall have the meanings assigned to them in our End-User Agreement. In particular, see our End-User Agreement for definitions of the terms “Accounting Data,” “Accounting Partner,”“Integration Partner,” “Personally Identifiable Information,” “PII,”“User Content” and “User Data.”

            IF YOU HAVE QUESTIONS ABOUT THIS PRIVACY POLICY, PLEASE CONTACT THE COMPANY AT THE FOLLOWING EMAIL ADDRESS: policy@accountingsuite.com.

1. Application. This Privacy Policy applies to our Services or any other Service that links to this Privacy Policy. The Company is the responsible entity for all Personally Identifiable Information(PII) subject to this Privacy Policy for our Services targeted to End-Users.

2. Our Collection of your Information.

            2.1. We collect PII when you register or open an account, sign in, pay a bill, purchase our Service, use our Service, call us for support or give us feedback. We may also get PII from             other companies or third parties, such as when you sync an account or service with an Integration Partner with our Services. We may also receive PII when we use service providers to             supplement or verify the PII you give us (e.g., validating your mailing address) to help us maintain the accuracy of your data and provide you with better service. Finally, we also collect             content or other information that you may provide or create when you interact with our Services.

            2.2. We may also automatically collect your Usage Data. We also collect IP addresses to(a) track and aggregate non-personal information, (b) determine the country or region of origin             of End-Users and/or (c) as part of log in or security features.We may also collect Global Positioning System (GPS) location data and/or motion data when you use certain features or             Services. We may also use TrackingTechnologies to track your activity when using our Services.

            2.3. Our Services may change over time and we may introduce new features that may collect new or different types of information.

3. Correction of Information. We take reasonable steps to allow you to correct or amend your PII. You may also request that we correct or complete any PII you believe is incorrector incomplete. We will make such corrections or completions when we determine they are warranted.

4. OurUse of Your Information. By using our Services, you give us permission to use your PII. Unless prohibited by Applicable Laws and/or Rules or a contractual obligation, we may use your information, including your PII, for the following purposes:

            4.1. Account Registration. We may use your PII to register your account for certain Services we provide and to communicate important information to you. We may obtain additional             PII, such as address change information, from commercially available sources, to keep our records current. please note that others may see and have the ability to change or delete             your PII: (a)if you give your login credentials to other Persons, (b) if you create ordesignate Authorized Users on your account, (c) if you designate an Accounting Partner for your             account or (d) if you are a Franchisee.

            4.2.  Communicate with You about Other Services. We may use your information to communicate with you about our Services and to give you offers for third-party products and             services that we think maybe of use to you. We may contact you with newsletters, marketing or promotional materials or other information in order to do so.

            4.3. To Improve Services and Develop New Services. We will use your PII to personalize or customize your experience and our Services, develop new features or Services, and to             improve the overall quality of our Services. We may also use your PII to notify you about any changes to our Services.

            4.4. To Provide Our Services and Operate Our Business. We may use your PII to: (a) operate our business, including providing Services you requested; (b) provide you with support             related to our Services;(c) provide you with notifications and reminders related to our Services and(d) to help us protect our Services, including to combat fraud and to protect your             information. We may also use your PII to fulfill the terms of our privacy policies, terms of service or any other agreement we have with you.

            4.5. Customer Service and Technical Support. We may use your PII or Usage Data to resolve questions you may have about our Services and to follow up with you about your             experience. We may also use your PII to provide customer support and to detect, prevent or address technical issues. We may also offer various internet chat Services which allow you,             for example, to communicate with a support technician. Chat transmissions are encrypted but you should not supply more PII than is required to address your specific issue. A             transcript of the session may be retained to resolve questions or issues related to our Services.

            4.6. Feedback. We may use any information you volunteer in surveys or other feedback you provide and combine them with answers from other customers in order to better             understand our Services and how we may improve them. Answering any survey is optional.

            4.7. Research. We may combine or publish aggregated information from many End-Users,but only in a way that would not allow an individual End-User to be identified.We may             prepare and share such information about our customers with third parties, such as advertisers or partners, for research, academic, marketing and/or promotional purposes. We or our             Integration Partners may publicly report such aggregated findings of the research or analysis, but only in a way that would not allow you or any other person to be identified.

            4.8. Orderand Payment Processing. We may use your PII to help us to fulfill orders you have placed with us. We may use your PII in order to process payments due to us from you.

5. How We Share your Personal Information. From time to time, we may need to share your PII with others.

            5.1. Accounting Partners. We may share your information with any Person you designate as an Accounting Partner. You acknowledge and agree that you grant to your Accounting             Partner a limited power of attorney, appointing your Accounting Partner as your true and lawful attorney-in-fact and agent with full power of substitution and re-substitution,for you             and in your name, place and stead, in any and all capacities to access,alter, update and erase your Accounting Data. See our Accounting Partner Policy for rules which govern our             Accounting Partners.

            5.2. Affiliates. We may share your information, including User Data, with our Affiliates to enable us to provide our Services and help us operate our business by performing various             functions, such as website design, email communications,fraud detection and prevention, customer care or analytics. Our contracts with these Affiliates require them to maintain the             confidentiality of any PII we provide to them, act only on our behalf and under our instructions and not use PII for purposes other than the product or service they're providing to us or             on our behalf.

            5.3. Integration Partners. We may, with your authorization, share your information, including User Data, with our Integration Partners who provide online services that integrate with our             Services in order to provide you with additional functionality. Integration Partners have their own individual privacy policies, and you are responsible for reviewing these policies.             Integration Partners’ privacy policies may be either more or less restrictive than our Privacy Policy. We are not responsible for any User Data that you agree to share with these Partners             once such data has been transmitted to these Integration Partners. Weare not responsible for any data (including your User Data), which may bestored by these Integration Partners.

            5.4. Government/Legal Requests. We may share your information with courts, law enforcement agencies or other government bodies when we have a good faith belief that we are             required and/or permitted to do so by Applicable Laws and/or Rules, including to meet national security or law enforcement requirements, to protect our Company or to respond to a             court order, subpoena, search warrant, or other law enforcement request.

            5.5. Protection of the Company/Others. We may share User Data when we believe it is appropriate to enforce or apply any terms of service and other agreements of the Company or             to protect the rights, property or safety of the Company, our Services, our End-Users or others. We may also exchange User Data with other companies and organizations for fraud             protection and credit risk reduction. This does not include selling, renting, sharing or otherwise disclosing PII for commercial purposes in violation of the commitments set forth in this             Privacy Policy.

            5.6. Reporting to Credit Bureaus. We may share your information with credit bureaus, consumer reporting agencies and card associations. Late payments, missed payments or other             defaults on your account may be reflected in your credit report and consumer report. We may also share your information with other companies, lawyers,credit bureaus, agents,             government agencies and card associations in connection with issues related to fraud, credit or debt collection.

            5.7. Information Sharing Between our Entities. We share your User Data with our Related Entities (except where prohibited by Applicable Laws and/or Rules) in order to: process your             transactions, maintain your accounts, operate our business, facilitate End-User login or registration, operate or provide our Services, offer you products orother Services, operate our             business effectively, detect or prevent fraud or improve our Services.

            5.8. Sale of Our Business. If we sell, merge, or transfer any part of our business, we may be required to share your User Data. If so, you will be asked if you would like to stop receiving             promotional information following any change of control.

            5.9. With Your Consent. Other than as set out above, we will provide you with notice and the opportunity to choose when your User Data may be shared with other third parties.

6. Connecting Third-Party Services.

            6.1. Financial Accounts. You may choose to sync certain Services with information from other financial accounts. To sync your financial account information, we may require access to             your online account with your financial institution. In such case, we will request your username, password and any other login bank data that you have set up with your financial             institution to enable access. We use this information to update and maintain the account information you download or upload, to assist with the upload and download process and to             enhance our Services.

            6.2. OtherTerms for all Third-Party Services.

                    6.2.1. Linkingto Other Services. We may offer you the option to sync, link or connect the services of our Integration Partners with our Services (each, a “Connected Service”).For                     clarification purposes, the financial accounts described in Section 6.1 are each a Connected Service. It will be clear who is referring the service or product, and who is providing                     the service or product. If you choose to accept these services, providing your consent to either the third party or to us, we may exchange your information, including your User                     Data, as well as information about how you interact with each company’s service or product. This exchange of information is necessary to maintain business operations and to                     provide the ongoing service you have requested. By requesting or accepting these products or services, you are permitting us to provide your information, including your User                     Data, to the other party. It is your responsibility to review the privacy policies of these third parties. We assume no responsibility for and do not control the content,privacy policies                     or practices of such services. Furthermore, we assume no responsibility for and do not control your interaction with such sites,including the sharing of your User Data with such                     services.

                    6.2.2. Limited Power of Attorney. If you choose to utilize a Connected Service, then you grant to us a limited power of attorney, appointing us as your true and lawful                     attorney-in-fact and agent,with full power of substitution and re-substitution, for you and in your name,place and stead, in any and all capacities, to access, exchange data and                     information with and remove information from such Connected Service, all as described in this Section 6, with the full power and authority to do and perform each and every act                     and thing requisite and necessary to be done inconnection with such utilization, but only as required to provide you with our Services.

                    6.2.3. Relationship to Other Service Providers. You agree that when we access a Connected Service for you, that we are acting on your behalf and not on behalf of the Integration                     Partner. You agree that our Integration Partners shall be entitled to rely on the authorization, agency and power of attorney granted by you. You understand and agree that our                     Services are not endorsed or sponsored by any third-party service accessible through our Services.

            6.3. Links to Other Sites. Our Services may link to third-party sites. Clicking on such links will take you to these third-party sites. It is your responsibility to review the privacy                     policies of these third-party sites. We assume no responsibility for and do not control the content, privacy policies or practices of such sites.Furthermore, we assume no                     responsibility for and do not control your interaction with such sites, including the sharing of your data or content with such sites.

7. DataStorage and Retention.

            7.1. Storage. We may store your data on servers located in other countries or jurisdictions, including those that are located out of your governing jurisdiction.

            7.2. Retention. To the extent permitted by Applicable Laws and/or Rules, we may retain your User Data as long as we determine is necessary to operate our Services, whether or not             you remain a current End-User of our Services. You have the right to request that we erase your User Data under certain conditions.Please contact us at the email listed at the             beginning of this Privacy Policy if you wish to have your User Data erased. Our Services will not function properly without access to certain types of User Data. Accordingly, if we erase             your User Data, then we may terminate or restrict (at our sole discretion) your access to our Services.

8. Access to Personal Information.

            8.1. Generally,your User Data is available through your account as a Registered User of our Services.However, if you are unable to access your User Data, you may request a copy by             contacting us.

            8.2. You may also request that we transfer your User Data to another organization or directly to you under certain conditions. We will take such requests under advisement and see if             we can accommodate them.

9. Security. The security of your data is important to us, but you should be aware that no method of transmission over the internet and no method of electronic storage is completely secure. While we strive to use commercially reasonable efforts to protect your User Data, we cannot guarantee its absolute security.

10. Children’s Privacy. The use of our Services by individuals under the legal age of majority is prohibited. We do not knowingly collect User Data from such individuals. If you become aware that such an individual has provided us with User Data, please contact us and we will take steps to restrict access to our Services by such an individual. Not withstanding the foregoing, it is possible for a Registered User to store a minor’s Accounting Data in our system. Any Registered User doing so is required to obtain the consent of the minor’s parent or guardian.

11. Terminationand Survival. The Company may terminate our Privacy Policy in accordance with Section 20 of our End-User Agreement; provided, however, that to the extent applicable, all provisions of our Privacy Policy shall survive its termination.

Accounting Partner Policy

YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE

This ACCOUNTING PARTNER POLICY (the “Accounting Partner Policy“) applies to all of our Accounting Partners (as that term is defined in our End-UserAgreement). This Accounting Partner Policy is a legal agreement between you and the Company and describes the terms governing your use ofour Services as an Accounting Partner. By accepting electronically, installing, accessing or using our Services by clicking any button marked “I Accept,” “I Agree,” “You Agree,” “You Accept” or similar when using acting as an Accounting Partner: (a) you agree to be bound by this Accounting Partner Policy and all of our other Terms of Service and (b) you further agree that any of your Authorized Users acting as an Accounting Partner on your behalf will also be bound by this Accounting Partner Policy and all of our other Terms of Service. If you do not agree to THIS ACCOUNTING PARTNER POLICY, then you are prohibited from using our Services as an Accounting Partner.

This Accounting Partner Policy forms part of our Terms of Service. See our End-UserAgreement for additional terms governing your use of our Services generally.Capitalized terms used herein but not defined shall have the meanings assigned to them in our End-User Agreement.

            IF YOU HAVE QUESTIONS ABOUT THIS ACCOUNTING PARTNER POLICY, PLEASE CONTACT THE COMPANY AT THE FOLLOWING EMAIL ADDRESS: policy@accountingsuite.com.

1. Applicability of Termsof Service. Your use of our Servicesas an Accounting Partner makes you one of our End-Users. As such, you acknowledge and agree that our entire Terms of Service (including our End-User Agreement and our Privacy Policy) apply to you and your use of our Services.

2. Registration. As a prospective Accounting Partner, you may be required to undergo a special registration process. You represent and warrant that any information you provide to usduring this registration process is true and correct. You acknowledge and agree that we may deny your registration as an Accounting Partner for any reason, in our sole discretion. You further acknowledge and agree that if we deny your registration, we are under no obligation to inform you as to the reasons for such denial.

3. Subscriptionand Fees. Your registration as an Accounting Partner may require your subscription to an AccountingSuite Subscription with different terms or fees.

4. AdditionalAgreement. You may be required to execute a separate agreement with us to use our Services as an Accounting Partner.

5. Your Agreement with Your Accounting Clients.

            5.1. Any agreement you make with your Accounting Client is solely your responsibility. We are not responsible for fulfilling any terms of such agreements. You agree that you will not             make any agreement with your Accounting Client in contravention of our Terms of Service (including this AccountingPartner Policy) and that any provisions of such agreement             purporting to do so shall be null and void.

            5.2. We are not responsible for any fees that you may charge your Accounting Clients,nor do we have any responsibility to collect such fees on your behalf, unless we have agreed to             provide such a feature to you in your AccountingSuite Subscription. You agree to identify any fees you charge your Accounting Clients separately from any fees we may charge.

            5.3. Upon our request, you agree to provide us with either (a) a copy of your agreement with your Accounting Client authorizing your access to such client’s Accounting Data or (b) a             written statement from your Accounting Client informing us of such authorization.

6. Access to Accounting Client Data.

            6.1. Ownership. Your Accounting Client’s Accounting Data belongs to that Accounting Client. Under no circumstances may you use such data in a way that would be harmful or             detrimental to that client without that client’s full knowledge and express permission.

            6.2. ClientAuthorization. You may use our Services to access your Accounting Client’s Personally Identifiable Informationand User Data only to the extent that your client has             authorized and permitted you such access. You agree to notify your Accounting Clients (or their parentsor guardians) of our Terms of Services, including our Privacy Policy and our             Accounting Partner Policy.

            6.3. Confidentiality. You may not disclose any of your Accounting Client’s User Data to third parties without such client’s permission, other than your employees,agents, subcontractors             and advisors with a need to know and for whom you agree to remain responsible under our Terms of Service. Any Person to whom you disclose your Accounting Client’s User Data to             must be bound to a duty of confidentiality (by agreement or otherwise) to you at least as great as your duty to your Accounting Client.

            6.4. No Sharing of Client Data. You may not share User Data between your Accounting Clients. You must treat your Accounting Clients’ User Data as confidential as against each other.

            6.5. Removal of Client Data. You may not remove or delete your Accounting Client’s User Data from our Services without the permission of that client. If we are directed by your             Accounting Client to remove that client’s User Data, we will remove such data in accordance with Section 7.2of our Privacy Policy. In such case, we may, but are not required to notify             you, at our sole discretion.

7. Use of Subcontractors. If you make use of subcontractors when acting as an Accounting Partner, then you agree to require that your subcontractors comply with our Terms of Service, including our Accounting Partner Policy.You also shall ensure that these subcontractors only have access to your Accounting Client’s User Data only during the duration of their contract with you.

8. Prohibited Uses. To the extent applicable, Section 5 (Prohibited Uses) of our End-User Agreement applies to your use of our Services as an Accounting Partner. Furthermore, unless otherwise stated to you by us in writing, you agree not to use, nor permit any third party to:

            8.1. Use your Accounting Client’s data in any way which violates our Terms of Service or Applicable Laws and/or Rules;

            8.2. Represent yourself (either through statements or actions) as an agents or representative of the Company;

            8.3. Create false or non-existent Accounting Clients;

            8.4. Use any Person’s Personally Identifiable Information without that Person’s permission; and/or

            8.5. Permitany third party to scrape, access, store or use any of your Accounting Client’s User Data for any purpose not directly related to your advertised service offerings or your             agreement with your Accounting Client.

9. Application to your Accounting Client. All of our Terms of Service, including our End-User Agreement and our Privacy Policy, apply to your Accounting Clients. To the extent that your Accounting Clients’ interaction with our Services is under your control, you agree to ensure that your Accounting Clients comply at all times with our Terms of Service.

10. Indemnification. In addition to the indemnification provision of Section 21 of our End-User Agreement, you agree to indemnify and hold the Company and our Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of (a) your use of our Services as an Accounting Partner, (b) your use of your Accounting Clients’ User Data,including their Personally Identifiable Information, (c) your violation of any of your Accounting Clients’ rights or any contractual agreement (whether written, oral or otherwise) you may have with your Accounting Clients, (d) any breach by you of your Accounting Clients’ confidentiality, (e) your provision of goods or services to your Accounting Clients or your relationship generally with your Accounting Client, (f) your failure to secure your user account or password or (g) your breach of our Terms of Service, including this Accounting Partner Policy (collectively referred to as “Claims”).You also agree to indemnify the Company and its Affiliates to the same extentand for the same causes for (x) actions taken or not taken by your Authorized Users, (y) actions taken or not taken by your Accounting Clients to the extent under your control and/or (z) any suit or cause of action brought by any of your Accounting Clients as a result of your performance as an Accounting Partner. The procedure for such indemnification may be found in Section 21 of our End-User Agreement.

11. Support. You agree to act as primary support for your Accounting Clients who are not our Registered Users. You may escalate issues on behalf of your clients to us in accordance with Section 7of our End-User Agreement.

12. Disclaimer of Warranties. To the extent applicable, our disclaimer of warranties under Section 19applies to: (a) your use of our Services as an Accounting Partner and (b) your Accounting Clients’ use of our Services.

13. Termination.

            13.1. The Company may, in its sole discretion and without notice and in whole or in part, restrict, deny, suspend or terminate this Accounting Partner Policy and your ability to use our             Services as an Accounting Partner effective at anytime, in whole or in part, for: (a) any reason your use of our Services may be terminated under any portion of our Terms of Service,(b)             any breach by you of this Accounting Partner Policy,(c) any violation by you of your Accounting Clients’ confidentiality, (d) any violation of any of your Accounting Clients’ rights or any             contractual agreement you may have with such clients, (e) the termination of your role as an Accounting Partner by any or all of your Accounting Clients or (f) to protect the interests or             data of your Accounting Clients. The following Sections of this Accounting Partner Policy shall survive its termination: Sections 1 and 5 through 15.

            13.2. Upon termination of this ACCOUNTING PARTNER POLICY, your access to your Accounting Clients’ User Data will immediately be terminated.

14. Representations and Warranties. You represent and warrant that: (a) you have obtained all consents (including parental orguardian consents) necessary from each of your Accounting Clients to authorize your access to such client’s User Data and (b) that you have obtained any licenses or certifications required by Applicable Laws and/or Rules for you to perform as an Accounting Partner for your Accounting Clients.

15. Relationship Between the Parties. Nothing in this Accounting Partner Policy shall be construed to create a partnership, joint venture or agency relationship between you, us and/or your Accounting Clients, or to create an employment relationship between you, us and/or your Accounting Clients.

See our End-User Agreement for additional terms governing your use of our Services generally

Franchisor Policy

YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE

This FRANCHISOR POLICY (the “Franchisor Policy“) governs our policies for our Franchisors. This Franchisor Policy is a legal agreement between you (as a Franchisor) and the Company and describes the terms governing your use of our Services as a Franchisor. By accepting electronically, installing, accessing or using our Brand Assets and/or by clicking any button marked “I Accept,” “I Agree,” “You Agree,” “You Accept” or similar when acting as a Franchisor: (a) you agree to be bound by this Franchisor Policy and all of our other Terms of Service and (b) you further agree that any of your Authorized Users of our Services will also be bound by this Franchisor Policy and all of our other Terms of Service. If you do not agree to THIS FRANCHISOR POLICY, then you are prohibited from using our Service.

This Franchisor Policy forms part of our Terms of Service. See our End-User Agreement for additional terms governing your use of our Services generally. Capitalized terms used herein but not defined shall have the meanings assigned to them in our End-UserAgreement.

            IF YOU HAVE QUESTIONS ABOUT THIS FRANCHISOR POLICY, PLEASE CONTACT THE COMPANY AT THE FOLLOWING EMAIL ADDRESS: policy@accountingsuite.com.

1. Applicability of Termsof Service. Your use of our Services as a Franchisor makes you one of our End-Users. As such, you acknowledge and agree that our entire Terms of Service (including our End-UserAgreement and our Privacy Policy) apply to you and your use of our Services.

2. Registration. As a prospective Franchisor, you may be required to undergo a special registration process. You represent and warrant that any information you provide to us during this registration process is true and correct. You acknowledge and agree that we may deny your registration as a Franchisor for any reason, in our sole discretion. You further acknowledge and agree that if we deny your registration, we are under no obligation to inform you as to the reasons for such denial.

3. Subscription and Fees. Your registration as a Franchisor may require your subscription to an AccountingSuite Subscription with different terms or fees.

4.  Franchisee Designation. You may authorize any number of Registered Users to become your Franchisees. If a potential Franchisee is not a current Registered User, you will be required to create a Registered User account for your Franchisee. You must select an AccountingSuite Subscription for each Registered User you wish to designate as a Franchisee.  The AccountingSuite Subscriptions available for you to select from shall be determined by the Company in our sole discretion, unless otherwise stated in a written agreement between you and the Company.

5. Franchisee Fees. Unless otherwise stated in writing by the Company, you are responsible for the payment of all Fees due to the Company as a result of your Franchisees’ use of our Services.

6. Your Agreement with Your Franchisees.

            6.1. Any agreement you make with your Franchisee is solely your responsibility. We are not responsible for fulfilling any terms of such agreements. You agree that you will not make             any agreement with your Franchisee in contravention of our Terms of Service (including this FranchisorPolicy). You further agree that any provisions of such an agreement purporting             to do so shall be null and void.

            6.2. We are not responsible for any fees that you may charge your Franchisees, nor do we have any responsibility to collect such fees on your behalf, unless we have agreed to provide             such a feature to you in your AccountingSuite Subscription or otherwise in writing.

7. Use of Subcontractors. If you make use of subcontractors when acting as a Franchisor, then you agree to require that your subcontractors comply with our Terms of Service, including our Franchisor Policy.You also shall ensure that these subcontractors only have access to our Services only during the duration of their contract with you.

8. Restricted Communications. You may not, either verbally or through writing: (a) misrepresent the Company or the Company’s products, services,prices or offerings and/or (b) promote AccountingSuite using in appropriate,profane, defamatory, obscene, indecent or illegal content.

9. Privacy and Confidentiality. You understand that each Franchisee and each Accounting Client is entitled to data privacy for their User Data (including Accounting Data). As such, without the express authorization of the owner of such data : (a) you agree not to access any User Data (including Accounting Data) belonging to such Person and (b) you agree to treat such User Data as confidential between such Persons.        

10. ProhibitedUses. To the extent applicable, Section 5 (Prohibited Uses) of our End-User Agreement applies to your use of our Services as a Franchisor. Furthermore, unless otherwise stated to you by us in writing, you agree not to use, nor permit any third party to:

            10.1. Use your Franchisee’s or any Accounting Client’s data in any way which violates our Terms of Service or Applicable Laws and/or Rules;

            10.2. Represent yourself (either through statements or actions) as an agents or representative of the Company;

            10.3. Create false or non-existent Franchisees or Accounting Clients;

            10.4. Use any Person’s Personally Identifiable Information without that Person’s permission; and/or

            10.5. Permit any third party to scrape, access, store or use any Franchisee’s or Accounting Client’s User Data for any purpose not directly related to your advertised service offerings or             your agreement with your Accounting Client.

11. Application to your Franchisees. All of our Terms of Service, including our End-User Agreement and our Privacy Policy, apply to your Franchisees and their Accounting Clients. To the extent that your Franchisees’ or their Accounting Clients’ interaction with our Services is under your control, you agree to ensure that such Persons comply at all times with our Terms of Service.

12. Indemnification. In addition to the indemnification provision of Section 21 of our End-User Agreement, you agree to indemnify and hold the Company and its Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of (a) your use of our Services as a Franchisor, (b) your use of any Franchisee’s or Accounting Client’s User Data,including Personally Identifiable Information, (c) your violation of any of your Franchisees’ or their Accounting Clients’ rights or any contractual agreement (whether written, oral or otherwise) you may have with your Franchisees and/or their Accounting Clients, (d) any breach by you of your Franchisees’ ortheir Accounting Clients’ confidentiality, (e) your provision of goods or services to your Franchisees or their Accounting Clients or your relationship generally with your Franchisees or their Accounting Clients, (f) your failure to secure your user account or password or (g) your breach of our Terms of Service, including this Franchisor Policy (collectively referred to as “Claims”).You also agree to indemnify the Company and its Affiliates to the same extent and for the same causes for (x) actions taken or not taken by your Authorized Users, (y) actions taken or not taken by your Franchisees or their AccountingClients to the extent under your control and/or (z) any suit or cause of action brought by any of your Franchisee or their Accounting Clients as a result of your performance as a Franchisor. The procedure for such indemnification may befound in Section 21 of our End-User Agreement.

13. Disclaimer of Warranties. To the extent applicable, our disclaimer of warranties under Section 19 under our End-UserAgreement applies to: (a) your use of our Services as a Franchisor and (b) your Franchisees’ and their Accounting Clients’ use of our Services.

14. Termination.

            14.1. The Company may, in its sole discretion and without notice and in whole or inpart, restrict, deny, suspend or terminate this Franchisor Policy and your ability to use our Services as Franchisor effective at any time, in whole or in part, for: (a) any reason that your use of our Services may be terminated under any portion of our Terms of Service,(b) any breach by you of this Franchisor Policy,(c) any violation by you of your Franchisees’ or their Accounting Clients’ confidentiality, (d) any violation of any of your Franchisees’ or their Accounting Clients’ rights or any contractual agreement you may have with such Persons,(e) the termination of your role as a Franchisor by any or all of your Franchiseesor (f) to protect the interests or data of your Franchisees or their Accounting Clients. The following Sections of this Franchisor Policy shall survive its termination: Section 1,5through 16.

            14.2. Upon termination of this Franchisor Policy, any access to your franchisees’ and Accounting Clients’ User Data will immediately be terminated.

15. Representations and Warranties. You represent and warrant that: (a) you have obtained all consents necessary from each of your Franchisees to authorize your access to such client’s User Data and (b) that you have obtained any licenses or certifications required by Applicable Laws and/or Rules for you to perform as an Franchisor for your Franchisees.

16. Relationship Between theParties. Nothing in this Franchisor Policy shall be construed to create a partnership, joint venture or agency relationship between you, us, your Franchisees or their Accounting Clients, or to create an employment relationship between you, us, your Franchisees or their Accounting Clients.

See our End-User Agreement for additional terms governing your use of our Services generally.

Franchisee Policy

YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE

This FRANCHISEE POLICY (the “Franchisee Policy“) applies to all Franchisees (as that term is defined in our End-UserAgreement) who use our Services. This Franchisee Policy is a legal agreement between you and the Company and describes the terms governing your use of our Services as a Franchisee. By accepting electronically, installing, accessing or using our Services by clicking any button marked “I Accept,” “I Agree,” “You Agree,” “You Accept” or similar when acting as a Franchisee: (a) you agree to be bound by this Franchisee Policy and all of our other Terms of Service and (b) you further agree that any of your Authorized Users acting as a Franchisee on your behalf will also be bound by this Franchisee Policy and all of our other Terms of Service. If you do not agree to THIS FRANCHISEE POLICY, then you are prohibited from using our Services as a Franchisee.

This Franchisee Policy forms part of our Terms of Service. See our End-UserAgreement for additional terms governing your use of our Services generally. Capitalized terms used herein but not defined shall have the meanings assigned to them inour End-UserAgreement.

            IF YOU HAVE QUESTIONS ABOUT THIS FRANCHISEE POLICY, PLEASE CONTACT THE COMPANY AT THE FOLLOWING EMAIL ADDRESS: policy@accountingsuite.com.

1. Applicability of Terms of Service. Your use of our Services as a Franchisee makes you one of our End-Users. As such, you acknowledge and agree that our entire Terms of Service (including our End-User Agreement and our Privacy Policy) apply to you and your use of our Services.

2. Registration. As a prospective Franchisee, you may be required to undergo a special registration process. You representand warrant that any information you provide to us during this registration process is true and correct. You acknowledge and agree that we may deny your registration as a Franchisee for any reason, in our sole discretion. You further acknowledge and agree that if we deny your registration, we are under no obligation to inform you as to the reasons for such denial.

3. Subscriptionand Fees. Your registration as a Franchisee may require your subscription to an AccountingSuite Subscription with different terms or fees.

4. Additional Agreement. You may be required to execute a separate agreement with us to use our Services as an Accounting Partner.

5. Managing Accounting Client Data. If you manage Accounting Data for Accounting Clients, then our Accounting Partner Policy applies to you for such activities.

6. Use of Subcontractors. If you make use of subcontractors when acting as a Franchisee, then you agree to require that your subcontractors comply with our Terms of Service, including our Franchisee Policy.

7. Prohibited Uses. To the extent applicable, Section 5 (Prohibited Uses) of our End-User Agreement applies to your use of our Services as a Franchisee. Furthermore, unless otherwise stated to you by us in writing, you agree not to, nor permit any third party to:

            7.1. Represent yourself (either through statements or actions) as an agents or representative of the Company; or

            7.2. Use any Person’s Personally Identifiable Information without that Person’s permission.

8. Indemnification. In addition to the indemnification provision of Section 21 of our End-User Agreement and Section 10 of our Accounting Partner Policy, you agree to indemnify and hold the Company and its Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of (a) your use of our Services as a Franchisee, (b) your failure to secure your user account or password or (c)your breach of our Terms of Service, including this Franchisee Policy (collectively referred to as “Claims”).You also agree to indemnify the Company and its Affiliates to the same extentand for the same causes for (x) actions taken or not taken by your Authorized Users. The procedure for such indemnification may be found in Section 21 of our End-User Agreement.

9. Disclaimer of Warranties. To the extent applicable,our disclaimer of warranties under Section 19or our End-User Agreement applies your use of our Services as a Franchisee.

10. Termination.

            10.1. The Company may, in its sole discretion and without notice and in whole or inpart, restrict, deny, suspend or terminate this Franchisee Policy and your ability to use our Services             as a Franchisee effective at any time, in whole or in part, for: (a) any reason your use of our Services may be terminated under any portion of our Terms of Serviceor (b) any breach by             you of this Franchisee Policy.The following Sections of this Franchisee Policy shall survive its termination: Sections 1,5through 11.

            10.2. Upon termination of this FRANCHISEE POLICY, any access to your Accounting Clients’ User Data will immediately be terminated.

11. Relationship Between the Parties. Nothing in this Franchisee Policy shall be construed to create a partnership, joint venture or agency relationship between you, us and/or your Accounting Clients, or to create an employment relationship between you, us and/or your Accounting Clients.

See our End-User Agreement for additional terms governing your use of our Services generally.

Branding Policy

YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE

This BRANDING POLICY (the “Branding Policy“) governs use of our Brand Assets. This Branding Policy is a legal agreement between you (or a “Brand Partner”) and the Company and describes the terms governing your use of our Brand Assets. By accepting electronically,installing, accessing or using our Brand Assets and/or by clicking any button marked “I Accept,” “I Agree,” “You Agree,” “You Accept” or similar when using our Brand Assets: (a) you agree to be bound by this Branding Policy and all of our other Terms of Service and (b) you further agree that any of your Authorized Users of our Brand Assets will also be bound by this Branding Policy and all of our other Terms of Service. If you do not agree to THIS BRANDING POLICY, then you are prohibited from using our Brand Assets.

This Branding Policy forms part of our Terms of Service. See our End-User Agreement for additional terms governing your use of our Services generally. Capitalized terms used herein but not defined shall have the meanings assigned to them inour End-UserAgreement.

            IF YOU HAVE QUESTIONS ABOUT THIS BRANDING POLICY, PLEASE CONTACT THE COMPANY AT THE FOLLOWING EMAIL ADDRESS: policy@accountingsuite.com.

1. License.

            1.1.  Our Brand Assets (our “Licensed Brand Assets”) that are potentially available for your use may be found here: policy@accountingsuite.com. We hereby grant to you alimited,             non-exclusive, non-transferable, revocable license to use our LicensedBrand Assets in the Licensed Territory solely for the purpose of depicting your current relationship to us, either             as our Registered User or as a Developer using our Developer Platform. Such depiction must be directly related to your use of our Services and not any other Services (whether             provided by you or third parties). Your usage must also comply with all of our branding and trademark usage guidelines which may be provided by us and updated by us from time to             time. We reserve the right to object to uses of our Brand Assets that we deem to be misleading, confusing, unfair, damaging to our brand and ownership thereof or otherwise fails to             meet our branding restrictions.

            1.2. From time to time, we may update or change our Branding Policy or some or all of our Brand Assets. In the event that we do so, you agree to discontinue use of our older Brand             Assets and only use our new Brand Assets. We will attempt to notify you when we make such changes; however, it is your responsibility to periodically review our Branding Policy and             comply with such changes, with or without notification from us.

2. No Grant of Title. Except where expressly stated, our Terms of Service do not grant you any right, title or interest in or to our Brand Assets. You may not use our Brand Assets without our prior written consent. Any permitted use by you of our Brand Assets(including any goodwill associated therewith) will inure to our benefit.

3. Prohibited Uses. You may not use any of our Brand Assets (or elements or phonetic equivalents thereof): (a) on direct business source identifies, such as stationery, business cards, company signs,domain names or Website titles, (b) in connection with non-tested products, (c)on promotional merchandise (such as t-shirts), tradeshow booth signage or other physical displays, (d) in connection with support or consulting services, (e)in connection with Services that violate our Terms of Service,(f) in the title of your Application or Website or (g) in any other manner not licensed or approved by us.

4. Prohibited Behavior.

            4.1. You agree not to do thefollowing: (a) challenge our ownership of our Brand Assets, (b) use our Brand Assets in a way that disparages or demeans us, our Affiliates, our Related             Companies or our Integration Partners, (c) use our Brand Assets in any manner which violates our Terms of Service or which allows others to do so or (d) use our Brand Assets in             violation of any Applicable Laws and/or Rules.

            4.2. You agree that you will not use (except as allowed under Section 1)or register in any jurisdiction or in any language any Application name, other product or service name,             trademark, service mark, logo, trade name, company name, fictitious business name, internet domain name, screen name or other signifier containing, similar to, using alternative             spellings of or phonetic equivalents of the following: “ACCOUNTING SUITE,” “ACS”, “YLS,” “YLSI,” or “YELLOWLABS.” You agree not to challenge our ownership of our Brand Assets.

5. URLs. If any of our Brand Assets contain instructions for linking with a URL located on our Website, you must enable such linking when you use that asset. You may not use the following words as part of any URL on your Website: ““ACCOUNTING SUITE,” “ACS”, “YLS,” “YLSI,”or “YELLOW LABS.”

6. YourLogos. Your logos may not be a mimicked version of, similar to or an alteration of any of our Brand Assets. Your logos may not contain any of our Brand Assets. Your business name and/or logo must be clearly displayed in a prominent place on your Website or Application. Your business name and/or logo must appear larger than any of our Brand Assets displayed on your Website or Application. If we notify you of any confusion orrisk of confusion between your Brand Assets and our Brand Assets, you shall take appropriate steps to immediately remedy or avoid such confusion or risk thereof, including immediate assignment of any Applications, registrations,Brand Assets or other rights to us at your expense.

7. Publicity. You may promote your use of our Services to your End-Users with direct communication, but you may not issue any formal press releases via traditional or online media referring to the Company without our prior written consent. You must conduct all such activities truthfully and without implying that your use of our Services is created, sponsored, or endorsed by us (or otherwise embellishing your relationship with us) and you may not make any legal representations,guarantees or warranties on behalf of the Company or with respect to our Developer Platform or our other Services. If you become aware that any public-facing articles are being developed by independent publications or authors connecting your use of our Services to the Company, then you agree to immediately inform us.

8. Attribution. All materials,Applications, packaging and Websites that display our Brand Assets shall include a required legend as follows: “AccountingSuite is a registered trademark of Yellow Labs Software, Inc. displayed under license.”

9. Indemnification. In addition to the indemnification provisions of Section 21 of our End-User Agreement, you agree to indemnify and hold the Company and its Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, brought by any Person (including any of your End-Users) against the Company based on or arising from your improper, impermissible,deceptive, confusing, infringing or illegal use of any of our Brand Assets. The procedure for such indemnification may be found in Section 21 of our End-User Agreement.

10. Termination. The Company may terminate our Branding Policy in accordance with Section 20 of our End-User Agreement. Upon such termination, all rights and license granted to you for the use of our Brand Assets shall terminat eimmediately and you must cease using our Brand Assets (unless you have aseparate license to use them under another agreement with the Company).

See our End-UserAgreement for additional terms governing your use of our Services generally.

Developer Policy

YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE

This Developer Policy (the “Developer Policy“) govern your use of our Developer Platform. This Developer Policy are a legal agreement between you (as a Developer) and the Company. By accepting electronically, installing, accessing or using our Developer Platform and/or by clicking any button marked “I Accept,” “I Agree,” “You Accept,” “YouAgree” or similar when using our Developer Platform: (a) you agree to be bound by this Developer Policy and all of our other Terms of Service and (b) you further agree that each of your Authorized Users will also be bound by this Developer Policy and all of our other Terms of Service. If you do not agree to this DEVELOPER POLICY, then you are prohibited from using our Developer Platform.

This Developer Policy forms part of our Terms of Service. See our End-User Agreement for additional terms governing your use of our Services generally. Capitalized terms used herein but not defined shall have the meanings assigned to them in our End-UserAgreement.

            IF YOU HAVE QUESTIONS ABOUT THIS DEVELOPER POLICY, PLEASE CONTACT THE COMPANY AT THE FOLLOWING EMAIL ADDRESS: policy@accountingsuite.com.

1. Applicability of Terms of Service. Your use of our Developer Platform makes you one of our End-Users. As such, you acknowledge and agree that our entire Terms of Service apply to you and your use of our Developer Platform. Furthermore, you acknowledge and agree that you will ensure that your End-Users’ use of our Services through our Developer Platform complies at all times with our Terms of Service.

2. Use of our Developer Platform. Your use of our Developer Platform may allow you to access our Services, either directly or indirectly. To the extent applicable, your access to either our Services or our Developer Platform shall be governed by our End-User Agreement, unless otherwise expressly stated in our Developer Terms; provided,however, that in any conflict between our Developer Terms and ourEnd-UserAgreement, our Developer Terms shall control for any use of our Developer Platform.

3. Registration. To access or use our Developer Platform, you must follow the registration process established by the Company. If we assign you Developer credentials or client IDs (together, “Developer Credentials”), you may only use them with the applicable portion of our Developer Platform. You may not misrepresent or mask either your identity or your Developer Client’s identity when accessing our Developer Platform. During the time you are registered with us as a Developer, you are entitled to use our Brand Assets in accordance with our Branding Policy.

4. Access to End-User Data. You may only use our Developer Platform to access our End-Users’ User Data only to the extent that our Developer Platform is designed to permit such access, in connection with your licensed and authorized use of our Developer Platform.

5. Identification of Your Developer Client. You and your Developer Client must clearly identify their purposes to any End-Users, and you may not mislead or deceive any End-Users with respect to the functionality that your Developer Client performs on behalf of such End-Users. Furthermore, you may not mislead any End-Users as to what type of User Data that your Developer Client may access,store, read or write or otherwise manipulate.

6. Fees. If your Service is provided at a fee to your End-Users, your fees will be identified separately from the fees we charge our End-Users.

7. YourUse Rights.

            7.1. Usage Requirements. Subject to our Terms of Service,you may use our Developer Platform solely to enable your Developer Client to access our interface with our Services. Your             use must be as permitted in our documentation and is subject to call, usage and other limits (“Usage Requirements”) as described here: www.developer.accountingsuite.com,and             which are incorporated herein by this reference. Our Usage Requirements maybe modified from time to time in our sole discretion, with or without notice to you, or as otherwise             provided by us.

            7.2. Charges. We may charge you for access to our Developer Platform. If so, then such charges are subject to terms regarding payment and subscription in our End-User Agreement.

            7.3. Connecting Other Users. If you are connecting to our Services on behalf of your or another Person’s End-Users, then you represent and warrant that you are acting as                          an authorized agent of such End-Users and that you have the permission and authority from such End-Users to do the following: (a) share their User Data with us, (b) access their User             Data which we store on their behalf and (c) bind them to our Terms of Service.

            7.4. SimilarTools. You may not create any Services that provide access to our Services in a manner similar to or substantially the same as our Developer Platform or our other Services.

            7.5. Use of Subcontractors. If you make use of subcontractors when using our Developer Platform,then you agree to require that your subcontractors comply with our Terms of             Service. You also shall ensure that these subcontractors only have access to our End-Users’ User Data only during the duration of their contract with you.

8. Prohibited Uses. To the extent applicable, Section 5 (Prohibited Uses) of our End-User Agreement applies to your use of our Developer Platform and to your End-Users use of our Services. Furthermore, unless otherwise stated to you by us in writing, you agree not to use, nor permit either your End-Users or any third party to:

            8.1. Use our Developer Platform or use your Developer Client which accesses our Developer Platform in a manner which violates Applicable Laws and/or Rules;

            8.2. Represent yourself (either through statements or actions) or your Developer Client asagents or representatives of the Company;

            8.3. Try to or actually exceed or otherwise circumvent any of our Usage Requirements ortake any action that imposes an unreasonable or disproportionately heavy load on our             Developer Platform or our Services;

            8.4. Intentionally submit queries through our APIs for our production (i.e., non-demo)environments that fail to contain all required parameters;

            8.5. Take any action which negatively affects the ability of others to use our Developer Platform or our Services generally;

            8.6. Create multiple versions of your Developer Client that access our Developer Platform for the same or similar usages (for example, creating customer-specific versions of your             Developer Client);

            8.7. Copy,reformat, reverse-engineer, translate, create derivative works of or otherwise modify our Developer Platform, our Services or the access credentials we provide to you;

            8.8. Sell,lease, sublicense, distribute or publicly display any of our content or materials, unless expressly provided for in our Terms of Service;

            8.9. Resell (for afee or any other commercial benefit) any of our End-Users’ User Data; provided,however, that this Section 8.9 shall not apply to your charging general access or             subscription fees for our Application;

            8.10. Transmitany of our End-Users’ User Data, in the form provided through our Developer Platform, to any third party;

            8.11. Permitany third party to scrape, access, download, store or use any of our End-Users’ User Data, for any purpose not directly related to your advertised service offering, including             the on-sale of transactional bank feed data or any revenue generating product or services;

            8.12. Createan API or similar function designed to help you enhance your Developer Client that functions substantially the same as any portion of our Developer Platform and offer             such for use by third parties;

            8.13. Access our Developer Platform for competitive purposes (including to connect to a competitive product or create your own competitive product); and/or

            8.14. Publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) related to our Developer Platform or our Services.

9. Terms of Use and Privacy Policy. Your Developer Client must include your own legally binding terms of use and privacy policies that are publicly available to your End-Users (if you store, retrieve or in any way access your or our End-Users’ User Data).

10. Representations to Your End-Users. You may not represent to your End-Users that the Company will (or will not): (a) undertake any action in contravention of our Terms of Service, (b) provide any service to your End-Users in contravention of our Terms of Service and/or (c) provide any representation or warranty to your End-Users in contravention of our Terms of Service.

11. Our User Data.

            11.1. If any of our End-Users allows your Developer Client to retrieve any of our stored User Data, you must (a) access only the minimum data fields your Developer Client needs to             work properly (as permitted by our End-User) and (b) ensure that such User Data is collected, processed, transmitted, maintained and used in accordance with your terms and             policies, our Terms of Service,all Applicable Laws and/or Rules and other reasonable measures that protect the privacy and security of our End-Users’ User Data, including (at             minimum) those listed in our security requirements (our “Security Requirements”), which may be found here:www.developer.accountingsuite.com.Without limiting the foregoing, your             terms and policies must contain clear and legally adequate disclosures about the nature of your Developer Clients’ integration with our Services and the User Data you are collecting             and how you may use it. Your use of our End-Users’ User Data is subject to the CCPA, whether or not you are subject to the CCPA.

            11.2. Any End-User’s access or use of our Services is subject to our Terms of Service,not your terms and policies. If we access any User Data from or on behalf of our End-Users, we             shall treat such User Data under our applicable Terms of Service with such End-User, and such data will no longer be subject to your Terms and Policies.

            11.3. If our End-User revokes your permission to access said End-User’s User Data, you agree to: (a) immediately stop accessing said End-User’s User Data and (b)delete any and all of             such End-User’s User Data from your systems.

            11.4. A tour request, and at your expense, you will promptly provide us with documentation evidencing your compliance with this Section 11.

12. Your End-Users’ Data.

            12.1. You are fully responsible for the security of data on your site and processed via your Developer Client. If you process credit card payments, you agree that at all times, at your             effort and expense, that (a) your Developer Client will be compliant with all Applicable Laws and/or Rules (b) you may not disclose credit card information (including account number,             expiration date or CVV2) to any third party, other than in connection with processing credit card transactions requested by your End-User in a manner consistent with Applicable Laws             and/or Rules. See Section 1.12of our End-UserAgreementfor the definition of “Applicable Laws and/or Rules.”

            12.2. If you are sending us your End-Users’ User Data, you represent, warrant and covenant that: (a) any such data is sent or made available to us in compliance with Applicable Laws             and/or Rules, (b) you have provided all necessary and appropriate notices and opt-outs to your End-Users and (c) you have obtained all necessary and appropriate rights to enable us             to (1) share any and all such data with our Integration Partners, Affiliates or other Persons in accordance with our Terms of Service and (2) use any such data in connection with any             usage allowed by our Terms of Service and Applicable Laws and/or Rules. You also acknowledge and agree that any transfer of such data between us and our Integration Partners or             our Affiliates does not constitute a “sale” of such data under the CCPA.

13. Monitoring. You acknowledge and agree that we may monitor your use of our Developer Platform to: (a) asses your compliance with our Terms of Service,(b) assess the operation of our Developer Platform and our Services, (c) to provide support to our End-Users and/or (d) to make improvements to our Services.

14. Support. Unless otherwise agreed by us in writing, we shall have no obligation to provide support or maintenance for our Developer Platform.

15. Suspension; Downtime. The Company may suspend your access to any portion of our Services (including our Developer Platform), with or without notice to you, in our sole discretion, including your use of our Developer Platform if you are in violation of our Developer Policy. We may also take our Developer Platform offline from time to time in our sole discretion and with or without notice to you. We are not liable to you, your End-Users or any third party for compensation, reimbursement or damages for any suspension or interruption of your access to our Services (including our Developer Platform), including for damages arising from our failure to provide you with notice of suspensions or interruptions.

16. Your Brands. If you are using our Developer Platform, we may: (a) publicly refer to you, orally or in writing, as a Developer using our Developer Platform and/or (b) publish your Brand Assets (with or without a link to your Services)on our Websites, in press releases, and in promotional materials without your prior consent.

17. Termination and Survival. The Company may terminate our Developer Policy in accordance with Section 20 of our End-User Agreement or for any breach by you of our Developer Policy. Upon such termination, all rights and license granted to you for the use of our Developer Platform shall terminate immediately and you must cease using our Developer Platform (unless you have aseparate license to use them under another agreement with the Company). We are not liable to you, your End-Users or any third party for compensation, reimbursement or damages for any termination of your access to our Services (including our Developer Platform). The following provisions of our Developer Policy shall survive its termination: Sections 1-3, 5-15 and 17-23.

18. Modification. If we modify our Developer Platform, we may require you to use such modifications. You agree to cease use of older versions of our Developer Platform and only use our supported versions on a date specified by us on our Developer Platform API page, which may be found here: www.developer.accountingsuite.com. We may (but are under no obligation to) notify you in writing of such modifications at a reasonable time prior to their deployment.

19. Indemnification. In addition to the indemnification provisions of Section 21 of our End-User Agreement, you agree to indemnify and hold the Company and its Affiliates harmless from any and all claims, liability and expenses,including reasonable attorneys' fees and costs, brought by any Person (including any of your End-Users) against the Company based on or arising from (a) your use of our Developer Platform; (b) your Applications, Services or any interactions from either with any of your End-Users or third parties; (c) your breach or alleged breach of our Developer Policy or (d) any third-party use of your Developer Credentials. The procedure for such indemnification may be found in Section 21 of our End-User Agreement.

20. Confidential Information.

            20.1. Our Confidential Information. We may provide certain information to you that is confidential or proprietary (“Company Confidential Information”). Company Confidential             Information consists of (a) your access keys or logins for our Developer Platform, any non-public elements of our Developer Platform or any pre-release information about our             Services and/or (b) anything identified or marked as “Confidential”or “Proprietary” or that you should reasonably understand to be confidential or proprietary under the             circumstances. You may use Company Confidential Informationonly for the purposes of this Developer Policy. You may not disclose any Company Confidential Information to third             parties, other than your employees,agents, subcontractors and advisors with a need to know and for whom you agree to remain responsible under out Terms of Service. Any Person             who you disclose Company Confidential Information to must be bound to a duty of confidentiality (by agreement or otherwise) to you at least as great as your duty to us under our             Company Terms and Policies.

            20.2. Your Confidential Information. You should not disclose any information to us that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited             information you provide to us in relation to our Developer Platform will be non-confidential and that we may use any way we deem fit. However, this Section 20 does not apply to the             extent you have entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with the Company addressing your confidential information in relation to our             Developer Platform.

            20.3. Effects of Termination. Upon termination of this Developer Policy, you must permanently delete all of the Company’s Confidential Information and any other data which you             stored pursuant to your use of our Developer Platform, with the exception of User Data for which our End-Users have explicitly given you permission to continuing storing.

21. Disclaimer of Warranties; Limitation of Liability. Use of our Developer Platform is subject to our warranty disclaimers stated in Section 19 of our End-User Agreement. In addition to the liability limitations found in Section 25.17 of our End-User Agreement, we are not liable for any damages arising from your Services or your use of our Developer Platform.

22. IntellectualProperty

            22.1. You understand and acknowledge that the Company may be independently creating (or may receive from third-parties) features, applications, content or other products or             services that may be similar or competitive with your Applications and Services, and nothing in our Terms of Service shall prevent the Company from doing so.

            22.2. You agree not to assert (or assist or encourage anyone in asserting) any patent claims against the Company (or its End-Users or Affiliates) where such patent claim relates to the             integration, combination or interface of any of our Services, Applications or our Developer Platform.

            22.3. You acknowledge and agree that your use of our Developer Platform gives you no right, title or interest in or to our Services (including our Developer Platform), any of our             End-Users’ User Data, or to any of our content. Our Intellectual Property Rights to our Developer Platform or your usage therefor are governed by our Intellectual Property Rights to             our Services generally, as stated in our End-User Agreement (including Section 24.3thereof).

            22.4. You retain ownership of any Intellectual Property Rights in your Application,subject to the Company’s rights in any of our underlying materials. You agree to provide us with a             reasonable number of copies of or other access to any of your Developer Applications. During the term of our Terms of Service you hereby grant to us a paid-up, royalty-free,             non-exclusive, worldwide,irrevocable, right and license, under all of your Intellectual Property Rights,to: (a) use, perform, and display your Developer Application and its contentfor             purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making your Developer Application availableto users; and (b) link to and             direct users to your Developer Application. Following the termination of our Developer Policy and upon written request from you, the Company will make commercially reasonable             efforts, as determined in its sole discretion, to remove all references and links to your Developer Application from our Services; provided,however, that the Company has no other             obligation to delete copies of, references to, or links to your Developer Application.

            22.5. You agree to provide us with a paid-up, royalty-free, revocable, worldwide,non-exclusive, non-transferable license to use your Services for testing,review or other related             purposes to ensure that your Services comply with our Terms of Service(including this Developer Policy).If you revoke this license, then we may, in our sole discretion, terminate your             access to our Developer Platform and our Services.

23. Exceptions to PrivacyPolicy. The Company may reveal personal information about Developers for attribution purposes, handling inquiries from End-Users or potential End-Users or any other purpose we reasonably deem necessary under this Developer Policy. You understand and agree that the Company may access, preserve, and disclose your User Data if required to do soby Applicable Laws and/or Rules or in a good faith belief that such access,preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of the Company, its Affiliates, other End-Users or the general public.

See our End-User Agreement for additional terms governing your use of our Services generally.