Accounting1

TERMS & CONDITIONS

GENERAL

These terms of service govern your use of any online product or services of Book Works, INC. (“Provider”) including, without limitation, the client portal, client document storage, websites and any other online products or services of Provider (collectively the “Online Services”). By downloading, accessing, or using the Online Services, you signify that you have read, understood, and agreed to be bound by these terms of service set forth below (“Terms”).

LICENSE GRANT

Provider grants you a personal, limited, non-transferable, and non-exclusive license to use the Online Services. You shall obey all federal, state, and local laws, regulations and rules that apply to your activities when you use Online Services. You agree not to use the Online Services for any unauthorized or illegal purposes or purposes for which the Online Services were not intended.

AUTHORIZED USERS; ACCOUNTS

These Terms form a legally binding contract between you (on your own behalf and on behalf of your company) and Provider. By using any Online Services, you affirm that you are at least 18 years of age and, if you are entering into these Terms on behalf of your company, that you are a duly authorized representative of your company. You shall not allow any third party to use or access your account. You have the right to cancel your account at any time by contacting a Provider representative.

CONTENT AND CLIENT DATA

The Provider’s Online Services may allow for the uploading, downloading, digital storage, or transmission of each party’s non-public content and data, including without limitation, tax-sensitive information such as payroll, business, or personal tax data. Each party agrees that it will not use or disclose the non-public or confidential information of the other party except as specifically authorized by the disclosing party.

By providing information and data through the Online Services, you represent that the information is true and accurate to the best of your knowledge and that you have the right to provide the information. You grant Provider a perpetual and royalty-free license to reproduce, use, store, and process any information that you provide, including tax information and other personal information, as may be necessary for Provider to fulfill any and all contractual obligations to you, whether those obligations are contained herein or in a separate agreement.

SECURITY

You will be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Online Services, Provider will implement reasonable and adequate security procedures to protect your data in its server(s) from unauthorized access using illicit means, including without limitation: administrative and

technical protocols, intrusion detection, vulnerability and patch management, firewalls, virus detection and anti-virus software, authentication techniques, such as user names and passwords, or authorization formats which limit access to particular users.

So long as Provider is in compliance with reasonable security standards, the parties agree that Provider shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Provider at the time. Upon discovery by Provider, Provider will promptly report to you any unauthorized access to your information and will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such information is required, you will be solely responsible for any and all such notifications at your expense.

REVISIONS

You agree to check the Provider’s website periodically for new information and terms that govern your use of the Provider’s Online Services. Provider reserves the right to modify the Terms at any time with or without notice to you. Terms for new Online Services are effective immediately upon posting at the Provider website or through your continued use of the Online Services. Provider may, at its sole discretion, and at any time, discontinue any Online Services or any part thereof, with or without notice to you, or may prevent your use of the Online Services with or without notice to you.

NO LEGAL ADVICE; PROVIDER DISCLAIMER

You acknowledge that Provider is not a legal service provider and provides no legal advice as part of the Online Services. You are advised to consult an attorney to ensure that Online Services comply with any local laws, rules or regulations. The Online Services are not intended to be a source for legal advice and Provider makes no representations or warranties with regard to any matter and you bear the entire risk of the completeness, accuracy or usefulness of the information found or produced through the Online Services. Provider does not guarantee the sequence, accuracy, completeness, or timeliness of the Online Services including, without limitation, the content and the integrity of the results or outputs of the Online Services. Certain parts of the Online Services may be subject to third party terms and you agree to abide by such terms and conditions. The information contained on or accessible through the Online Services is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to applicable laws, rules or regulation. You shall obey all federal, state, and local laws, rules or regulations that apply to your activities when you use Online Services. Provider reserves the right to terminate your use of the Online Services and to prevent your use of any and all Online Services at any time including if you are engaged in any illegal activity or violate these Terms. Accordingly, notwithstanding anything to the contrary herein, Provider (including its licensors, directors, officers, affiliates, employees, agents, or representatives) and its successors and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the Online Services including, but not limited to, production, custody or admissibility of any evidences to be used in court, arbitration or any other forum; (b) delays, errors, or interruptions in the functioning, storage, transmission, custody or delivery of the Online Services; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance or

inaccuracy. Provider does not guarantee that Online Services will be available at all times or at any given time or that it will continue to offer particular Online Services for any particular length of time.

PRIVACY

The Provider may collect certain information about you, your firm and your business in order to provide the Online Services in accordance with these Terms. Such information may include, but is not limited to, your name, contact information, email address and your account username and password. Provider may also collect information that you provide in connection with the Online Services. Provider may share your information with third parties as further described in our privacy policy. Notwithstanding the foregoing, Provider may transfer information Provider has about you to third parties if required by law or the legal authorities, as well as in connection with a merger, sale or acquisition involving all or part of our company, or as part of a corporate reorganization or stock sale or other change in corporate control. If Provider undergoes such a business transition, your information may be one of the assets affected.

LIMITATIONS ON WARRANTY AND LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF ONLINE SERVICES AND THE INTERNET IS AT YOUR SOLE RISK. ONLINE SERVICES AND THIRD PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS,” “WHEREAS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. NO WARRANTY IS GIVEN ABOUT THE QUALITY, FUNCTIONALITY, ACCURACY, AVAILABILITY OR PERFORMANCE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE ONLINE SERVICES. PROVIDER DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE ONLINE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT PROVIDER WILL HAVE ADEQUATE CAPACITY FOR ONLINE SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH PROVIDER, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS ARISING OUT OF OR RELATING TO ONLINE SERVICES IS TO STOP USING ONLINE SERVICES, AND TO CANCEL OR NOT RENEW YOUR PROVIDER SUBSCRIPTION. YOU ACKNOWLEDGE AND AGREE THAT PROVIDER, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION, USE OR CONTENT OF ONLINE SERVICES. IN NO CASE SHALL THE LIABILITY OF THE PROVIDER ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS EXCEED THE AMOUNT THAT YOU PAID TO PROVIDER FOR ONLINE SERVICES OR, IF NO AMOUNT WAS PAID, THEN ONE HUNDRED DOLLARS ($100.00). IN NO CASE SHALL PROVIDER OR PROVIDER AFFILIATES BE LIABLE FOR INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ONLINE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF ONLINE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PROVIDER, ITS AFFILIATES, EMPLOYEES, AGENTS,

REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

INDEMNIFICATION

Upon Provider’s request, you agree to defend, indemnify, and hold harmless Provider, its affiliates, employees, agents, representatives, licensors or other third party partners against any claim for any liabilities, damages, losses, judgments and expenses, including attorneys’ fees, that arise from or relate to a breach of these Terms by you. Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you. This Section shall survive termination of these Terms.

MISCELLANEOUS TERMS

You agree that these Terms are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms. You also understand and agree that if any part of these Terms (including any supplemental terms which are incorporated by reference into these Terms) is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of Provider, and the remaining portions shall remain in full force and effect. The failure of Provider to exercise or enforce any right or provision of these Terms will not constitute waiver of such right or provision and any waiver must be in writing in order to be effective.

GOVERNING LAW

These Terms are governed by the State of Idaho, without consideration of its conflicts of laws principles. The parties hereby irrevocably accept and submit to the sole and exclusive personal jurisdiction of the courts located in Kootenai County, Idaho, with respect to any action, suit or proceeding brought by or against it by the other party.

ENTIRE AGREEMENT

The Terms (including any other supplemental terms incorporated by reference into this document) and any posted rules or instructions regarding the Online Services constitute the entire agreement between you and Provider for use of Provider’s Online Services. If there is any conflict between the Terms and any other rules or instructions posted on Provider website, Provider shall resolve the conflict in its sole discretion.

Store Hours: Monday 8am - 5pm Tuesday 8am - 5pm Wednesday 8am - 5pm Thursday 8am - 5pm Friday 8am - 3pm