If you provide us with login credentials (e.g., usernames, passwords, security question answers), you authorize us to use them solely for integrating with third-party services on your behalf in accordance with this Agreement. You represent that you have the authority to grant such access. We will maintain login credentials in encrypted form and use them only as necessary to provide the agreed-upon services.

Clarity ensures that facilities used for storing client-provided information adhere to reasonable security standards. By using our services, you consent to the transfer, storage, and processing of client-provided information as required for service provision.

If you provide us with feedback, suggestions, or recommendations regarding our services ("Feedback"), we may use this information without obligation. You grant Clarity a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense such Feedback.

For clients subject to the California Consumer Privacy Act (CCPA) or Virginia Consumer Data Protection Act (VCDPA), Clarity agrees to: (a) Not sell or share personally identifiable client-provided information; (b) Not retain, use, or disclose such information beyond the scope necessary to fulfill contractual obligations; (c) Not combine such data with information obtained from other sources unless legally permitted.

Each party acknowledges: (i) Clarity processes personal data solely for the purposes outlined in this Agreement and the Clarity Privacy Policy; (ii) Clarity will comply with applicable privacy laws and provide required data protections; (iii) You have the right to ensure Clarity adheres to its privacy obligations; (iv) Clarity will notify you if it can no longer meet its compliance obligations; (v) You have the right to take corrective actions for unauthorized data use; (vi) You are responsible for compliance with applicable data protection laws as a business or data controller.

Restricted and Private Information" means information of one party (or its Affiliates) disclosed to the other party ("Recipient") pursuant to the Agreement that is marked as restricted and private or would normally be considered restricted and private information under the circumstances. Client-provided information and Login Credentials are your Restricted and Private Information. Restricted and Private Information does not include information that (i) is known to the Recipient without a confidentiality obligation prior to its disclosure to the Recipient, (ii) is independently developed by the Recipient without use of the other party’s Restricted and Private Information, (iii) is rightfully shared with the Recipient by a third party without confidentiality responsibilities, or (iv) was or becomes publicly known through no fault of the Recipient.

Regulated by Sections 3.3 and 3.5, the Recipient will (a) use the other party’s Restricted and Private Information only to exercise rights and fulfill responsibilities under the Agreement, and (b) use reasonable care to protect against unauthorized disclosure of the other party’s Restricted and Private Information to any parties other than the Recipient’s Delegates who need to know it and who have a legal obligation to keep it restricted and private. The Recipient agrees to secure that its Delegates are governed by the same or substantially similar non-disclosure and non-use responsibilities.

Regardless of any other provision in the Agreement, the recipient or its Affiliates may disclose the other party’s restricted and private Information (a) in accordance with a Legal Process, governed by Section 3.3.2 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with performing its responsibilities and/or enforcing its rights under the Agreement.

The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s restricted and private Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is legally prohibited from giving notice.

The recipient and its Affiliates will comply, at the expense of the other party, with the other party’s reasonable requests to oppose disclosure of its restricted and private Information pursuant to Legal Process.

If (a) you request that we, or (b) we are required by law or Legal Process in a proceeding or investigation to which we are not a named party to, produce documents or personnel as witnesses, or to otherwise make information relating to the professional offerings available to a third party, you acknowledge and consent to reimburse us for our professional time, at our then-current standard hourly rates, and expenses, including reasonable attorneys’ charges and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.

The parties agree that a contravention of the recipient’s confidentiality responsibilities in this Section 3 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other party may seek injunctive relief for any threatened or actual contravention of Section 3 without the need to prove damages or post a bond or other surety.

The professional offerings, Our Technology and Internal Software, operate over the internet via networks, only some of which are within our control. Our responsibilities in Section 3.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of client-provided information or other restricted and private information on a network or infrastructure outside of our control.

We base our ongoing service commitment charges for professional offerings on certain facts about your business. You formally consent to provide us with complete and accurate information so we can determine the applicable charges. If the information is not complete or accurate, materially changes, or you request an expanded or different scope of ongoing service commitment professional offerings, it is within our discretion to propose an ongoing service commitment that corresponds to the revised information or your request and reserve the right to discontinue the affected professional offerings or the Agreement without liability if we are unable to reach a contractual arrangement with you on the revised ongoing service commitment. ongoing service commitment charges are prepaid before or at the start of the ongoing service commitment period and cannot be carried over to future ongoing service commitment periods.

 As-incurred hourly professional offerings, and all other professional offerings that are not included in your ongoing service commitment or quoted as a fixed fee, will be billed at our then-current standard hourly rate for the respective Service (as it is within our discretion to update it from time to time). For the avoidance of doubt, the publication of an hourly rate for a Service does not imply that such Service does not incur ongoing service commitment charges as set forth in your formal service agreement.

From time to time, it is within our discretion to update our prices for the professional offerings, or, as our professional offerings evolve, it is within our discretion to change the scope of, or ongoing service commitment model for, certain professional offerings. If we increase your ongoing service commitment charges (and/or any related charges, such as usage-based charges) and/or materially change the scope of ongoing service commitment professional offerings our company offers to you, we will extend you with advance written notice of such increase or change at least 30 days prior to your next Renewal Period. If you do not discontinue your ongoing service commitment within such 30-day period, you acknowledge and consent that your continued use of the professional offerings constitutes your contractual arrangement to pay, and your authorization for us to collect payment from you in accordance with Section 4.3 of, such increased or updated charges.

 Updates to our hourly charges become effective immediately for future hourly professional offerings. We will use commercially reasonable efforts to notify you of such updates prior to their effectiveness.

When ACH is the chosen method of payment, Clarity may collect payment for the charges payable by you under the Agreement automatically via ACH. You represent that the account you are authorizing for ACH is an account that is not primarily used for personal, familial or household purposes. By authorizing us to use ACH, you acknowledge and consent to the NACHA Operating Rules that govern ACH payments. monetary responsibilities are exclusive of taxes, which you’re responsible for if applicable. You authorize Clarity and/or its payment processor to initiate entries to your business bank checking accounts on file with Clarity (using your business address on file) to pay amounts that you owe to Clarity (including for any Renewal Terms as those payments come due), and, if necessary, to initiate adjustments for any transactions credited or debited in error. You represent that you have authority to bind the organization that owns the bank account and to authorize these transactions to the bank account. This bank account payment authorization will remain in effect until you notify Bundl Financial Technologies Inc. in writing to cancel it in such time as to afford Bundl Financial Technologies Inc. and the bank reasonable opportunity to act on it. Payment are required to be made on receipt. We may immediately suspend provision of any or all professional offerings if your account is past due with respect to the payment of charges for any professional offerings or any other amounts owed by you to us.

Late payments may bear interest at the rate of 1.5% per month (or the highest rate legally sanctioned by law, if less). You formally consent to pay any charges for professional offerings owed by your Affiliates. Except to the extent expressly set forth in the Agreement, all payments are non-refundable and non-creditable.

We reserve the right to request prepayment before starting the provision of any professional offerings. In the case of nonpayment of any amount due and owed under the Agreement, in addition to such unpaid amounts, you will reimburse us for all costs and charges incurred to collect the unpaid amounts.

Once this service contractual arrangement is signed, your payment schedule will commence and your fee is due according to the payment schedule agreed to on your formal service agreement.

Late payments may bear interest at the rate of 1.5% per month (or the highest rate legally sanctioned by law, if less). You formally consent to pay any charges for professional offerings owed by your Affiliates. Except to the extent expressly set forth in the Agreement, all payments are non-refundable and non-creditable.

We reserve the right to request prepayment before starting the provision of any professional offerings. In the case of nonpayment of any amount due and owed under the Agreement, in addition to such unpaid amounts, you will reimburse us for all costs and charges incurred to collect the unpaid amounts.

Once this service contractual arrangement is signed, your payment schedule will commence and your fee is due according to the payment schedule agreed to on your formal service agreement.

The Agreement is effective on the date you sign an formal service agreement (the “Effective Date”). Your initial ongoing service commitment term will begin at the ongoing service commitment start date and continue for the period set forth in your Order From (the “Initial Term”). Ongoing service commitment terms for different types of professional offerings (for example, bookkeeping and tax preparation) may differ.

Upon the end of the Initial Term and any Renewal Term, your ongoing service commitment for the respective professional offerings will automatically renew, without the need to execute a new formal service agreement or other contractual arrangement, for the same duration (a “Renewal Term”) as the immediately preceding term of such professional offerings, unless you give us non-renewal notice (accounting@tryclarityhq.com) or we give you notice to the email address associated with your account. Non-renewal notice are required to be provided at least thirty (30) days for annual subscriptions, in each case, prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Either party may discontinue the Agreement if the other party has materially breached the Agreement upon written notice to the breaching party of the contravention and an opportunity to cure for a reasonable period.Upon the end of the Initial Term and any Renewal Term, your ongoing service commitment for the respective professional offerings will automatically renew, without the need to execute a new formal service agreement or other contractual arrangement, for the same duration (a “Renewal Term”) as the immediately preceding term of such professional offerings, unless you give us non-renewal notice (accounting@tryclarityhq.com) or we give you notice to the email address associated with your account. Non-renewal notice are required to be provided at least thirty (30) days for annual subscriptions, in each case, prior to the end of the then-current Initial Term or Renewal Term, as applicable.

We may withdraw from providing any or all of the professional offerings at any time by providing notice of termination of the Agreement or specific professional offerings to you via the email address we have on file. In the event we discontinue the Agreement or any professional offerings for any reason other than your violation of Section 1.9 (Unauthorized uses of the professional offerings) or another contravention of the Agreement by you, we will give you a refund of prepaid charges for professional offerings not yet delivered. For the avoidance of doubt, you acknowledge and consent that we will not be obligated to issue a refund if our withdrawal is caused by your contravention of the Agreement, including your failure to pay any charges when due or to timely extend information, systems access or input that we have reasonably requested for the provision of the professional offerings.

You acknowledge that when committing to an Initial Term or a Renewal Term, Clarity relies on that commitment to plan and dedicate resources to delivering your professional offerings for the term of that engagement. You may stop using the professional offerings at any time without cause; however, we will not be obligated to extend a refund of any prepaid ongoing service commitment charges. You will be obligated to make payment of all charges up to the total agreed to for the term of the formal service agreement, including those that have yet to come due for professional offerings not yet provided.

In the event your ongoing service commitment to bookkeeping professional offerings ends, we will be available to transfer to you the “primary administrator” status for the Accounting Software account that was maintained for you by Clarity, so that you can elect to maintain that ongoing service commitment with Intuit or export your data.

 After termination of the Agreement or any specific professional offerings, any support or information production related to the discontinued professional offerings is obligated to be at our sole discretion, and if we perform such support or information production you acknowledge and consent to reimburse us for our professional time at our then-current standard hourly rates. We do not guarantee the availability of any documents or information after such termination. You agree that it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies.

Sections 2.2, 2.3, 2.4, 2.7, 5.4, 5.5, and 8 – 13 (inclusive) will survive the termination or expiration of the Agreement. Sections 2.8 and 3 will survive for three years after termination or expiration of the Agreement, and Section 6 will survive for the period set forth therein.

We incur recruiting, training, education and other non-recoverable costs for the personnel assigned to extend the professional offerings to you. We are willing to incur such costs in reliance on your promises in this Section. You agree not to solicit for hire, directly or indirectly, on behalf of yourself or for any third party, any then-current employee or contractor of ours who has been made known to you in connection with the professional offerings (“Covered Personnel”) during the term of the Agreement and for one year thereafter. This Section does not prohibit you from soliciting or hiring any individual as a result of a general employment advertisement not specifically directed at Covered Personnel.

 As a reasonable estimate of our personnel replacement costs and not as a penalty, you acknowledge and consent to pay us $25,000 for every individual Covered Personnel who has discontinued their employment or contractor relationship with us as a result of your contravention of this Section.

If you are using the professional offerings on behalf of another individual or entity, you certify and affirm that you have all the authorizations and rights necessary and sufficient to do so.

The legally binding assurances stated in this contractual arrangement are the sole and exclusive legally binding assurances offered by Clarity. Except as expressly stated in the contractual arrangement, we, our Affiliates, our third-party service providers, and our and their licensors, suppliers and distributors (the “provider entities”) make no legally binding assurances, either express or implied, about the professional offerings, our Technology, or our tools. The professional offerings, our Technology and our tools (including as integrated with any other applications) are provided “as is” and on an “as available” basis. No warranty is made that the professional offerings, our Technology, our tools or the results of their use will meet your needs or expectations, will be timely, secure, uninterrupted or error-free, will be free of viruses or other harmful components, or the results therefrom will be accurate or reliable, and/or will adhere to the guidelines of any law or legal requirement. You assume all responsibility for determining whether the professional offerings or the information generated thereby is accurate or sufficient for your purposes. We fully disclaim any legally binding assurances of merchantability, fitness for a particular purpose and non-infringement. While we take reasonable physical, technical, and administrative measures to secure your client-provided information, we do not guarantee that our professional offerings and Technology cannot be compromised. If the exclusions for implied legally binding assurances do not apply to you under applicable law, any implied legally binding assurances are strictly limited to a period of 60 days from the date of your execution of the formal service agreement, or delivery of the service, whichever is sooner.

The consideration which we are charging hereunder does not include consideration for assumption by the provider entities of the risk of your incidental or consequential damages. In no event is obligated to we be legally responsible to anyone for incidental, consequential, punitive, special or exemplary damages, or indirect damages of any type or kind (including loss of client-provided information, revenue, profits, use or other economic advantage), arising from contravention of warranty or contravention of formal agreement, or negligence, or any other legal cause of action arising from or in connection with this contractual arrangement. Except for amounts due to us under this contractual arrangement and indemnity responsibilities set forth in section 10 below, the maximum liability of either party to any person, firm or corporation arising out of or in the connection with this contractual arrangement, whether such liability arises from any claim based on contravention or repudiation of formal agreement, contravention of warranty, tort, or otherwise, is obligated to in no case exceed the equivalent of the amount you paid for the nonconforming professional offerings during the twelve (12) months prior to such claim or one hundred U.S. dollars, whichever is greater.

You is obligated to defend, compensate and protect and hold harmless the Provider Entities and their employees, officers, directors, consultants, representatives and agents from and against all damages, losses, liabilities, legal demands, demands, actions, suits, judgments, settlements, costs and expenses, including all attorneys’ charges, that arise from or relate to: (a) your use of and/or our provision of the professional offerings (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of the Agreement that injures any third party, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the professional offerings or Our Technology, of any proprietary rights or other right of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise governed by indemnification by you, in which event you acknowledge and consent to reasonably assist and cooperate with us in asserting any available defenses and/or defending any legal proceeding.

Except as set forth in Section 11.5 (Arbitration), the parties agree that any and all legal demands relating to the Agreement or the professional offerings is obligated to exclusively be brought in the federal or state courts of New York County, New York, governed by the mandatory arbitration provisions below. Each party consents to the venue and personal jurisdiction of such courts.

If you have a legal contention with us, you will promptly send written notice to: Bundl Financial Technologies Inc., 132 Constitution Drive, Orangeburg, New York 10962. You agree that if we have a legal contention with you, it is within our discretion to contact you by sending notice to the address and/or email address listed on your formal service agreement.

The Agreement is obligated to be governed in accordance with the laws of the State of New York and any controlling U.S. federal law, including the Federal Arbitration Act, without regard to conflict of law principles.

Before filing a claim, you acknowledge and consent to try to resolve the legal contention by contacting us through the notice procedures in Section 11.2 (Notice of disputes). If a legal contention is not resolved within 30 days of notice, you may bring a formal proceeding.

The parties formally consent to resolve any and all legal demands relating to the Agreement or the professional offerings through final and mandatory legal contention resolution process and that the provisions of the Federal Arbitration Act (FAA) (9 U.S.C. §1 et seq.) govern this Agreement, except as set forth below. The parties agree that the American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Manhattan (NY), or any other location both parties formally consent to in writing.

In the event that either party brings a claim or cause of action solely for injunctive relief (i) under Section 3.4 above; (ii) to prevent or stop unauthorized use or abuse of the professional offerings or, in our case, unauthorized use or abuse of Our Technology and/or our tools; (iii) to prevent or stop infringement of proprietary rights Rights; (iv) relating to unlawful acts that threaten future injury to the general public (public injunctive relief); or (v) otherwise, the state and federal courts located in New York County, New York is obligated to have exclusive jurisdiction over such claim or cause of action. For the avoidance of doubt, if a party brings a claim or cause of action for injunctive relief under this Section, there is obligated to be no requirement to engage in the informal legal contention notice process or arbitration process described herein.

 In addition, if the legal contention between the parties is for amounts that are within the jurisdiction of a small legal demands court, each party has a right to opt to pursue such small legal demands directly in small legal demands court.

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY legal demands AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, AND EACH MAY BRING legal demands AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS legally sanctioned BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY is obligated to NOT BE ENTITLED TO RECOVER ATTORNEYS’ monetary responsibilities OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR BY LAW); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

If you don’t wish to be bound by these arbitration provisions (including its waiver of class and representative legal demands), you are required to notify us by emailing accounting@tryclarityhq.com no later than 30 days after the Effective Date (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration contractual arrangement between us.

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to AAA against us and/or our Affiliate(s) within reasonably close proximity, the arbitration provider is obligated to (a) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (b) designate one arbitrator for each batch; and (c) extend for a single filing fee due per side per batch. Arbitrator selection for each batch is obligated to be conducted to the greatest extent possible in accordance with the applicable AAA rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You formally consent to cooperate in good faith with us and the arbitration provider to implement this “batch approach” or other similar approach to extend for an efficient resolution of legal demands, including the payment of single filing and administrative charges for batches of legal demands. This “batch arbitration” provision is obligated to in no way be interpreted as authorizing class arbitration of any kind. We do not formally consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated legal demands under any circumstances, except as set forth in this section.

If we make any changes to this Section 11 or any successor section (but not including Section 11.2 (Notice of Disputes)), you may reject any such change by notifying us via the procedure set forth in Section 11.8 (30-day opt-out period) within 30 days of the change. It is not necessary to submit a rejection of a future change to this Section 11 if you have properly opted out of arbitration in compliance with the requirements of Section 11.8 (30-day opt-out period).

You understand and agree that from time to time it is within our discretion to amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the professional offerings. By continuing to access or use the professional offerings after such notice, you acknowledge and consent that you will be deemed to have agreed to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a materially adverse impact on and are not acceptable to you, then you are required to notify us within 30 days after receiving notice of the change (accounting@tryclarityhq.com). If we cannot accommodate your objection, then the prior terms is obligated to remain in force until the expiration of your then-current ongoing service commitment period. Any renewed ongoing service commitment will be governed by the then-current terms.

If one or more of the provisions contained in the Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

You may not assign the Agreement, or your rights or responsibilities under it (including any claim or right to sue for damages under the Agreement), in whole or in part and any such assignment is void. We may freely assign the Agreement, or our rights and responsibilities under it, in whole or in part.

We will communicate with you via the email associated with your account with us or the professional offerings’ user interface. It is your responsibility to keep your professional offerings account email address up to date so that you are able to receive electronic communications from us.

The Agreement constitutes the entire contractual arrangement between the parties with respect to its subject matter, and supersedes any and all prior and contemporaneous contractual arrangements, discussions, negotiations, and offers. The parties agree that any term or condition stated in a customer purchase order or in any other customer order documentation (excluding Engagement Letters) is void. You acknowledge that in entering into the Agreement you have not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out in the Agreement. Except as specifically stated otherwise in the Agreement, any amendment are required to be in writing, expressly state that it is amending the Agreement, and are required to be signed by both parties.

In the event of an express conflict between these terms and any formal service agreement, the formal service agreement is obligated to take precedence and govern. Headings are for information purposes only. The Agreement is obligated to not be interpreted against the drafter.

The Provider Entities are intended third-party beneficiaries of Sections 8 – 10 (inclusive). Except as expressly set forth in the foregoing, there are no other third-party beneficiaries to the Agreement. All professional offerings are for your internal purposes and use, and no third party is intended to rely on any professional offerings, deliverables or materials provided by us.

Each party is an independent contractor, and except as expressly set forth in the Agreement neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venturer, joint employer or legal partner of the other. You agree not to represent our personnel as, or request that our personnel act as, an employee, officer, agent or other representative of your entity. We are entering into the Agreement as principal and not as agent for any Affiliate, and legal demands under the Agreement may be brought only against us and not against any of our Affiliates.

Neither party is obligated to make any public statement about the Agreement or the relationship of the parties governed by the Agreement that identifies the other party without the other party’s prior written consent, except that while you are a customer, it is within our discretion to use your name and logo in customer lists on an equal footing with other customers.

The professional offerings, Our Technology, and derivatives thereof may be governed by U.S. and foreign export laws and regulations. Each party represents and warrants that it is not on any U.S. government denied-party list. You will not permit any User to access or use Our Technology in Russia or in a U.S.-embargoed country or region (which includes the Crimea region, Donetsk People’s Republic (DNR), Luhansk People’s Republic (LNR) of Ukraine, North Korea, Iran, Cuba, and the Syrian Arab Republic) or in violation of any U.S. export law or regulation.

We do not represent or warrant that the professional offerings, Our Technology or Internal Software adhere to the guidelines of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA“). You are required to notify us of any HIPAA compliance requirements prior to entering into the Agreement, or within 30 days of any HIPAA compliance requirements becoming applicable to you and/or us.

You may not use the professional offerings, Our Technology, or any materials provided by us to build a competitive product or service or to benchmark with a product or service not provided by us.

A party’s failure or delay to exercise any right under the Agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.

Notwithstanding any provision contained in the Agreement, neither party will be legally responsible to the other to the extent performance of any responsibilities (other than the payment of money) under the Agreement is delayed or prevented by an act of God (e.g., a natural disaster, earthquake, accident or epidemic) or another event outside of reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party outside the party’s control).

In the event a Service is listed at an incorrect price due to a typographical error or error in pricing information received from our partners or suppliers, we will have the right to refuse or cancel any formal service agreement at the incorrect price. In such event, if you have already paid the incorrect price, we will promptly refund your payment.

“Agreement” means these terms, the formal service agreement(s), including any scope(s) of work included or referenced in the formal service agreement(s) (including the Clarity CFO professional offerings Terms and the Clarity Tax professional offerings Agreement), and all other terms and conditions agreed to in writing by you and us regarding the provision of the professional offerings.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“CCPA” means (i) the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq, as amended from time to time including by the California Privacy Rights Act of 2020, and (ii) any regulations promulgated pursuant under, or to implement, the California Consumer Privacy Act of 2018, as amended.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“client-provided information” means data provided by you or at your direction for the provision of the professional offerings, and excerpts and reports of such data prepared as part of the professional offerings for you. For the avoidance of doubt, industry knowledge, general inferences from client-provided information across customers (without identifying you), Our Technology, Internal Software and our workpapers are not client-provided information.

“Delegates” means employees, consultants, service providers, agents, and professional advisors of an entity or its Affiliates.

“including” means including, without limitation.

“proprietary rights Rights” means rights recognized by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, know-how and domain name rights.

“Legal Process” means an information disclosure made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, government investigation, or similar process.

“formal service agreement” means (i) the ordering document that links to these terms or to a subset of these terms for specific professional offerings, and (ii) any other ordering document or workflow provided by us or on our behalf for ordering professional offerings. formal service agreement expressly excludes any terms in your purchase order or other similar document provided by you in the ordering process.

“party” means a party to the Agreement, unless the context clearly indicates otherwise (e.g., a third party).

“we”, and “us” means the professional offerings provider entity listed on an formal service agreement.

“professional offerings” means the back-office professional offerings listed on an formal service agreement and any other back-office professional offerings provided to you by us or on our behalf. Unless the context clearly indicates otherwise, “professional offerings” includes Our Technology.

“Third-Party Service” means any product (for example, software, cloud professional offerings), tool (for example, integration or development tools), or service (for example, implementation professional offerings) provided by a party other than us that is not acting on our behalf (a “Third-Party Provider”).

“VCDPA” means (i) the Virginia Consumer Data Protection Act of 2021, Code of Virginia § 59.1-575, as amended from time to time, and (ii) any regulations promulgated pursuant under, or to implement, the Virginia Consumer Data Protection Act, as amended.

“you” and “your” means the person or entity listed as customer on an formal service agreement or, if no such person is listed, then the person or entity who accepts the Agreement when ordering professional offerings. “You” is obligated to include your Affiliates only with our prior written consent or if we knowingly and affirmatively extend professional offerings to such Affiliates, and in such case the person or entity named on the formal service agreement represents that such person or entity is authorized to, and does, (a) bind your included Affiliates to the Agreement and (b) extend on behalf of your Affiliates all consents required by the Agreement. The named person or entity and all legally sanctioned and included Affiliates of yours is obligated to be parties to the Agreement and is obligated to be jointly and severally legally responsible under the Agreement.