These Master Terms & Conditions (“Terms”): (a) are incorporated into, and are material terms and conditions of, each service agreement, work order, proposal, and statement of work (each, a “Service Agreement”) entered into by Ledger Virtual Books, Inc., a Florida corporation (“Ledger”), and its customer (“Customer” or “you”); and (b) apply to all services provided to Customer by Ledger (collectively, the “Services”). Any capitalized terms not defined herein shall have the meaning ascribed in the applicable Service Agreement. In the event of any conflict between these Terms and a Service Agreement, the terms of the Service Agreement shall prevail. Some of these Terms, where specifically indicated, are only applicable to certain types of Services.

1. SCOPE OF SERVICES

Ledger shall perform the Services described in the applicable Service Agreement (the “Services”) in accordance with the terms of such Service Agreement. Sometimes the scope of Services in a Service Agreement needs to change during the Service period. In that case, the parties will negotiate concerning a change order in good faith. Unless otherwise agreed or specified in the applicable Service Agreement or the applicable change order, Customer shall have seven (7) days from receipt of a proposed change order to accept it, and, if not accepted in that timeframe, a new change order will be required. No change order shall be binding upon either party unless signed by both parties. Upon execution by both parties, a signed change order shall amend the original Service Agreement and become a part thereof.

2. TYPES OF SERVICES

Ledger offers a number of different types of bookkeeping-related services.

Customer will be responsible for providing access to transaction data in a reasonably timely fashion during the Service period, unless otherwise expressly agreed in the applicable Service Agreement.

2.1 Third Party Services

Customer acknowledges that Ledger engages and incorporates the services of third-party vendors (“Third-Party Vendors”) to provide Services to the Customer. Customer acknowledges and agrees that use of any services of Third-Party Vendors is governed by the terms and conditions of such Third-Party Vendors. Customer further understands and acknowledges that if any Ledger Service is canceled, Customer may not be able to transfer third-party services without entering into a separate agreement with the Third-Party Vendor(s).

3. FEES

3.1 Service Fees

The fees for Services shall be set forth in the applicable Service Agreement as amended by any change order(s), and shall be billed and paid in United States (U.S.) Dollars. All payments made to Ledger are non-refundable.

3.2 Recurring Charges

Unless otherwise specified in the applicable Service Agreement: (a) recurring charges are due on the first day of each month; (b) fees for Services must be paid prior to the start of the service period; (c) fees for Services are subject to change at any time in Ledger’s sole discretion upon ten (10) days prior notice to Customer by email; (d) invoices and sales receipts shall be sent via email; (e) Customer shall have thirty (30) days in which to dispute an invoice or a sales receipt, after which time the invoice or sales receipt shall be deemed correct.

3.2.1. Credit Card Authorization.

If Customer provides a credit card, Customer authorizes Ledger to charge Customer’s credit card for all amounts due. If Ledger is unable, for any reason, to effect payment via Customer’s credit card, Ledger will notify Customer via email, and Customer will have five (5) days to provide a valid credit card before Services will be disabled and/or discontinued.

3.3. NSF Checks

If any check given by Customer to Ledger is returned for insufficient funds, Customer will be liable to Ledger for a returned check fee in the amount of Thirty-Five Dollars ($35.00) and may be required to pay for future services with certified funds.

3.4. Taxes

Customer shall pay all applicable sales, use, gross receipts, excise, access, value added, and other local, state and Federal taxes or charges imposed on the provision or use of the Services.

3.5. Late Payment

Payments not received within fifteen (15) days of invoice or other due date specified in the Service Agreement will be considered late and will incur and accrue interest from the due date at the rate of one and one-half percent (1.5%) per month or the maximum legal rate, whichever is lower.

4. EQUIPMENT

If additional equipment, including, but not limited to, monitors, computers, software or other devices, is required by Customer to use the Services, Customer shall be solely responsible for acquiring and maintaining such equipment.

5. RESALE OF SERVICE

Customer may not resell any portion of the Services to any other party without prior written permission from Ledger, which may be granted or withheld in Ledger’s sole discretion.

6. RIGHTS

6.1 Work Product.

“Work Product” means all data prepared by Ledger for Customer in connection with the Services. Upon full and final payment for the Services rendered under a Service Agreement, Ledger assigns to Customer all right, title and interest in and to the Work Product produced for Customer under such Service Agreement.

6.2 Third-Party Materials.

“Third-Party Materials” means any content, software, or other material that is owned by a third party, such as data dashboards, spreadsheet files, or calculators. Such Third-Party Materials are subject to the applicable third party terms and licenses, and may only be used as permitted by such terms and licenses.

7. DEFAULT

If Customer fails to comply with any material provision of a Service Agreement or these Terms, including, but not limited to, failure to make payment as specified, then Ledger may elect to suspend all or any part of the Services upon notice to Customer, and to terminate the Service Agreement if the breach or default is not cured within fifteen (15) days.

8. EARLY TERMINATION

Ledger may terminate a Service Agreement (and Services), with ten (10) days prior written notice to Customer, if it determines Customer’s demands or requirements to be unreasonable or outside of the scope of the Services. Customer may terminate any or all Services before the end of the term selected by Customer in the Service Agreement with thirty (30) days prior written notice to Ledger. Upon the termination of the Service Agreement for any reason, Ledger may (but is not required to) delete any of Customer’s archived data on Ledger’s servers.

9. MODIFICATIONS

Ledger may make modifications, deletions and/or additions to the Service (“Changes”) with effective notice. Notice will be effective: (i) thirty (30) days after Ledger provides notice of the Changes to be sent to the e-mail address associated with your Service account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a replacement of this Agreement incorporating the Changes, whichever comes first. Except as set forth in the foregoing, this Agreement may only be amended in a writing executed by authorized representatives of you and Ledger.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE NATURE OF THE CLAIM. IN NO EVENT SHALL LEDGER’S AGGREGATE LIABILITY RELATING TO OR ARISING OUT OF THE SERVICES EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO LEDGER FOR THE SERVICES.

11. DISCLAIMER OF WARRANTIES

EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, LEDGER HEREBY DISCLAIMS ALL WARRANTIES OF EVERY NATURE, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. LEDGER DOES NOT WARRANT THAT THE SERVICES SHALL BE ERROR-FREE OR WITHOUT INTERRUPTION. LEDGER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ANY SUCH WARRANTY, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

12. CUSTOMER REPRESENTATIONS

Customer represents and warrants to Ledger that any data, specifications, software, trademarks, or other materials furnished to Ledger for use with or inclusion in any Ledger work product or Service (“Customer Content”) are accurate, either owned by Customer, or Customer has permission from the rightful owner to use the same.

Customer has sole responsibility for the accuracy, appropriateness, and completeness of all Customer data. Ledger will use the Customer data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer data.

13. INDEMNITY

Customer shall indemnify and hold Ledger and its respective affiliates, subcontractors, employees or agents harmless (including payment of reasonable attorney’s fees and other defense costs) from and against any claim, actions or demands relating to or arising out of Customer’s use of the Services, including, without limitation (i) any reporting delivered, distributed or otherwise disseminated by the Customer, its employees, or users of the Services, (ii) any claim that Customer’s use of the Services; (iii) any malicious act or act in violation of any laws committed by Customer, its employees or users using the Services; and/or (iv) violation by Customer, its employees or authorized users of these Terms.

14. ADVICE

Information obtained through or in connection with the Services may not be appropriate for your unique situation. Accordingly, before making financial decisions or implementing a financial strategy, the Customer should obtain information and advice from your accountant and/or financial advisor.

15. REPRESENTATIONS AND ACCESS

We make no representation that the Service is appropriate or available for use in locations outside of Florida. Accessing this Service is prohibited from territories where such content is illegal. If you access the Service from other locations, you are responsible for local law compliance.

16. HEADINGS

The section headings used herein are for convenience of reference only and do not form a part of these Terms and Conditions, and no construction or inference shall be derived therefrom.

17. FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under these Terms or any Service Agreement on account of, any delay or failure to perform as a result of any cause(s) or condition(s) that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.

18. CHOICE OF LAW; EXCLUSIVE JURISDICTION AND VENUE; ATTORNEY’S FEES

This agreement shall be construed and enforced according to the laws of Florida. Any action in regard to the Service Agreement or arising out of its terms and conditions shall be instituted and litigated in the State of Florida or federal courts located in Hillsborough County, Florida, and in no other, and the parties submit to the exclusive jurisdiction and venue of such courts. The substantially prevailing party in any action to enforce or interpret any Service Agreement and/or these Terms shall be entitled to its reasonable attorney’s fees, expert’s fees, and costs.

19. AGREEMENT BINDING ON SUCCESSORS

Customer may not assign any Service Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Ledger. Ledger reserves the right to assign its rights hereunder to any party and to delegate its obligations hereunder to subcontractors. Subject to the foregoing, each Service Agreement and these Terms shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and permitted assigns.

20. WAIVER

The failure of either party to enforce at any time or for any period of time the terms of any Service Agreement and/or these Terms shall not be construed as a waiver of such terms or the right of such party thereafter to enforce such terms. Any waiver by either party must be in writing signed by such party. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of any Service Agreement or these Terms.

21. SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render such provision, term or clause enforceable, or, if incapable of such modification, shall be severed from the applicable Service Agreement or these Terms, as applicable, and such invalidity shall not affect the validity or operation of any other term, clause or provision contained in the Service Agreement or these Terms.

22. ENTIRE AGREEMENT

These Terms and the Service Agreements constitute the entire understanding of the parties, revoke and supersede all prior agreements between them, and are intended as a final expression of their agreement. No modification or amendment to these Terms or a Service Agreement shall be effective unless in a writing signed by both parties that expressly states an intent to modify or amend and refers to the Service Agreement and/or these Terms, as applicable.

Last Updated: November 14, 2018