CoralTree, Inc.

Master Subscription Agreement

Thank you for your interest in the CoralTree Cloud Platform for Quickbooks, which enables users to offer accounting services over the web (the "Service") and is owned and operated by CoralTree, Inc. (collectively "CoralTree", "we", "our", or "us"). The terms "you", "your", and "yours" refer to anyone using the Service.


IMPORTANT - PLEASE READ CAREFULLY: THIS MASTER SUBSCRIPTION AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND CORALTREE AND GOVERNS YOUR USE OF THE SERVICE. BY CLICKING ON THE "I ACCEPT" BUTTON OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT TO CORALTREE'S SATISFACTION, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF OR YOUR COMPANY, AS APPLICABLE, AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS AND CONDITIONS OR CANNOT MAKE SUCH REPRESENTATIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.


Authorized Use.

Subject to the terms and conditions of this Agreement, CoralTree hereby provides you a limited, non-exclusive, non-transferable and terminable license to access and use the Service solely for your benefit and internal business purposes. CoralTree shall host the Service and may update the functionality and user interface thereof from time to time in its sole discretion and in accordance with this Agreement. Subject to the limited rights expressly granted hereunder, CoralTree reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.


Registration.

In order to access or use the Service, you will have to register and create a unique, password-protected account ("Account"). You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. We reserve the right to delete your Account without warning if you are found to have misrepresented any of the registration information submitted. You are responsible for safeguarding your password and maintaining the confidentiality thereof and also for any actions under your password and Account, whether authorized by you or not. You agree to (a) immediately notify us of any unauthorized use of your password or account, or any other breach of security, and (b) ensure that you exit from your account at the end of each session.


Restrictions.

You may use the Service only as expressly authorized under this Agreement and for no other purpose. Without limiting the foregoing, you will not yourself, or through any parent, subsidiary, affiliate, agent or other third party, entity or other business structure, authorize, enable or engage in any of the following: (i) sell, lease, license, sublicense, rent or otherwise transfer the Service or use the Service in the operation of a service bureau or on a time-sharing basis, (ii) decompile, disassemble, re-program, reverse engineer or otherwise attempt to derive or modify the Service or the underlying software in whole or in part, (iii) access the Service by any means other than through the interfaces that are provided by CoralTree, (iv) write or develop any derivative software or any other software program based on the Service, or related information, (v) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices of CarolTree, (vi) use the Service in any manner that may infringe any intellectual property right of CarolTree or any third-party, (vii) use the Service in any manner that violates any statute, law, rule, regulation, directive, guideline, bylaw whether presently in force or may be implemented by federal, state or local authorities, or (viii) use any device, software or routine that interferes with the proper working of the CoralTree software that supports the Service, or otherwise attempt to interfere with the proper working of the Service.


Fees and Payment.

In consideration for your use of the Service and the licenses granted hereunder, you agree to pay all charges billed to you, in accordance with CoralTree's billing plan in effect at the time the charge becomes payable. Such billing plan is hereby incorporated by reference into this Agreement. You acknowledge that you will be charged a monthly subscription fee, even if you do not use or access the Service. CoralTree reserves the right to change the billing plan and the subscription fees for the Service at the end of your subscription, upon prior notice to you. If you fail to pay the charges for the Service when due, CoralTree reserves the right to pursue any and all legal remedies to collect the amounts owed by you including without limitation the right to suspend or terminate your subscription to the Service. Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less. You further agree to pay all foreign, federal, state, and local taxes, if applicable, to your access to, use, or receipt of the Service, excluding CoralTree's operational and/or income taxes.


Term; Termination.

This Agreement commences on the date that you accept it and continues, so long as you pay your monthly subscription fees, until your subscription has expired or is terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement upon thirty (30) days formal written notice to the other party in the event of a material breach of any provision of this Agreement by the other party, provided that, during the thirty (30) day period, the breaching party fails to cure such breach. Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach. Upon termination or expiration of this Agreement, you shall have no rights to continue use of the Service. If you terminate this Agreement for any reason other than a termination expressly permitted by this Agreement, you agree that CoralTree shall be entitled to all of the fees due under this Agreement for the entire term of your subscription. If this Agreement is terminated as a result of a material breach on CoralTree's part, CoralTree shall refund the pro rata portion of any fee paid by you for the terminated portion of your subscription. In the event that your Service is terminated for any reason, CoralTree will grant you temporary, limited access to the Service for the sole purpose of permitting you to retrieve your data, provided that you have paid in full all good faith undisputed amounts owed to CoralTree. You further agree that CoralTree shall not be liable to you nor to any third party for any termination of your access to the Service or deletion of your data, provided that CoralTree is in compliance with the terms of this Section 5.


Your Obligations.

You are solely responsible for obtaining access to the World Wide Web, either directly or through devices that access Web-based content. You understand that DSL, cable, or other high speed Internet connection is required for proper performance of the Service. You agree to use third party software necessary for accessing the Service, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by CoralTree. You understand that the technical processing and transmission of your electronic data and communications is fundamentally necessary to your use of the Service, which shall involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by CoralTree. You expressly consent to CoralTree's interception and storage of your electronic communications and data in connection with providing the Service and further acknowledge and understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that CoralTree is not responsible for any electronic communications and/or data which are delayed, lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by CoralTree, including, but not limited to, the Internet.


Changes to the Service.

CoralTree reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that CoralTree modifies the Service in a manner which removes or disables a feature or functionality on which you materially rely, CoralTree, at your request, shall use commercially reasonable efforts to substantially restore such functionality to you. In the event that CoralTree is unable to substantially restore such functionality (unless enjoined from doing so by a court of competent jurisdiction), you shall have the right to terminate the Agreement and receive a pro-rata refund of the fees paid under the Agreement for the remaining period of your subscription. You acknowledge that CoralTree reserves the right to discontinue offering the Service at the conclusion of your subscription. You agree that CoralTree shall not be liable to you nor to any third party for any modification of the Service as described in this Section 7.


Disclaimer Of Warranties.

THE SERVICE IS PROVIDED TO YOU "AS IS" WITH ALL FAULTS, WITHOUT ANY WARRANTIES OF ANY KIND AND YOU AGREE TO USE IT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CORALTREE DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. CORALTREE DOES NOT REPRESENT THAT YOUR USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR LOSS OF PROFITS OR DATA, CORALTREE IS NOT RESPONSIBLE FOR THOSE COSTS. CORALTREE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICE OR ABOUT THE RESULTS TO BE OBTAINED FROM USING AND YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.


CORALTREE EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE QUALITY OR CONTINUITY OF THIRD-PARTY TELECOMMUNICATIONS OR INFORMATION SYSTEMS OR SERVICES, SERVER CONNECTION SPEEDS, OR THE FUNCTIONALITY, OPERABILITY, OR RELIABILITY OF CORALTREE'S OR ANY THIRD PARTY'S DATA SECURITY FEATURES OR SYSTEMS.


Limitations Of Liability.

IN NO EVENT WILL EITHER PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY OR TO ANY PERSONNEL, SUBCONTRACTOR OR OTHER PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY UNDER ANY EQUITY, COMMON LAW, CONTRACT, ESTOPPEL, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY (REGARDLESS OF THE FORM OF ACTION) FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OR DISCLOSURE OF DATA, LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF OTHER ECONOMIC ADVANTAGE), OR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF, RESULTING FROM OR RELATING TO THE AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH REGARD TO AMOUNTS DUE UNDER THIS AGREEMENT, A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, THE MAXIMUM LIABILITY OF EITHER PARTY TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY LICENSE, USE OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF 12 MONTHS IN FEES APPLICABLE AT THE TIME OF THE EVENT.


Limitations Of Liability.

IN NO EVENT WILL EITHER PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY OR TO ANY PERSONNEL, SUBCONTRACTOR OR OTHER PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY UNDER ANY EQUITY, COMMON LAW, CONTRACT, ESTOPPEL, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY (REGARDLESS OF THE FORM OF ACTION) FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OR DISCLOSURE OF DATA, LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF OTHER ECONOMIC ADVANTAGE), OR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF, RESULTING FROM OR RELATING TO THE AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH REGARD TO AMOUNTS DUE UNDER THIS AGREEMENT, A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, THE MAXIMUM LIABILITY OF EITHER PARTY TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY LICENSE, USE OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF 12 MONTHS IN FEES APPLICABLE AT THE TIME OF THE EVENT.


Indemnification.

Each party will indemnify the other, its officers, directors, or employees and hold them harmless from and against any and all claims, demands, liabilities, losses, costs and damages (including without limitation court costs and reasonable attorney's fees) (collectively, the "Claims") that the indemnified party or any of its officers, directors or employees incur or suffer as a result of death or bodily injury or to damage to tangible personal property, to the extent (a) arising under or related to this Agreement, and (b) caused by the negligence or willful misconduct of the indemnifying party or its employees or breach of this Agreement by the indemnifying party.

CoralTree shall defend you against any Claims made or brought against you by a third party alleging that your use of the Service as permitted hereunder infringes any copyright or trademarks or misappropriates any trade secrets of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney's fees incurred by, you in connection with any such Claim.

You shall defend CoralTree against any Claims made or brought against CoralTree by a third party alleging that your electronic communications or data, or your use of the Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify CoralTree for any damages finally awarded against, and for reasonable attorney's fees incurred by, CoralTree in connection with any such Claim.

As a condition to any indemnification under this Section 10, the indemnified party must (a) notify the indemnifying party promptly in writing of any such claim or proceeding, and (b) give the indemnifying party full and complete authority, information and assistance to defend such claim or proceeding at the expense of the indemnifying party, including sole control of the selection of counsel and the defense of any such claim or proceeding and all negotiations for its compromise or settlement. Notwithstanding the foregoing, the indemnified party's failure to give the indemnifying party prompt written notice of any such claim or proceeding will only relieve the indemnifying party of its obligation to indemnify the indemnified party to the extent the indemnifying party is prejudiced by such failure.

This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section 10.


Basis of the Bargain.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU EXPRESSLY ACKNOWLEDGE THAT THE FEES THAT CORALTREE CHARGES FOR THE SERVICE ARE BASED UPON CORALTREE'S EXPECTATION THAT THE RISK OF ANY LOSS OR INJURY THAT MAY BE INCURRED BY USE OF THE SERVICE WILL BE BORNE BY YOU AND NOT CORALTREE AND WERE CORALTREE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.


Confidential Information.

For purposes of this Agreement, confidential information shall include the terms of this Agreement and any information that is clearly identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Each party agrees: (a) to keep confidential all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights under this Agreement; and (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a "need to know" basis. Either party may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section 12 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation; provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.


Force Majeure.

Neither party shall be held liable for any delay or failure in performance of its obligations under this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, government agencies, delay or failure to receive government approvals, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, unavailability of or interruption or delay in telecommunications or third party services (including Internet services), virus attacks or hackers, failure of third party software (a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the party whose performance is affected shall give written notice to the other party of such Force Majeure Event and the extent of the effect on the first party's performance, and the parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact on both parties of such Force Majeure Event, including, without limitation, implementing disaster recovery procedures. The parties agree that the party whose performance is affected shall use commercially reasonable efforts to minimize the delay caused by the Force Majeure Events and recommence the affected performance. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose performance has not been so affected may, by giving written notice, terminate this Agreement.


General.

This Agreement shall be governed in accordance with the laws of the State of California and any controlling U.S. federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorney's fees and/or costs.

This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except to a related entity or the successor of all or substantially all of the assignor's business or assets to which this Agreement relates.

This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although CoralTree reserves the right to name you as a user of the Service.

This Agreement represents the entire agreement of the parties and supersedes all prior discussions and/or agreements between the parties and is intended to be the final expression of their Agreement. Except as expressly set forth herein, it shall not be modified or amended except in writing signed by both parties. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email.

Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.