Agreements

Agreements

Master Services Agreement

This Master Services Agreement (as amended from time to time, this “Agreement”) is effective as of November 16, 2021, by and between Accounting Seed, LLC, a Maryland limited liability company, having its principal place of business at 9240 Rumsey Road, Suite B, Columbia, Maryland, 21045 (“Accounting Seed”, “we”, “us” or “our”), and the legal party referenced in the applicable Sales Contract (“Client” or “you”). This Agreement contains those terms and conditions by which Accounting Seed shall provide the Services to Client and governs Client’s use of the Services. This is a legal agreement between you and Accounting Seed and includes by reference Accounting Seed’s Privacy Policy and any applicable Sales Contract. 

BY ACCEPTING OUR SERVICES AND/OR ENTERING INTO A SALES CONTRACT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. ANY INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CLIENT”, “YOU” OR “YOUR” (OR SIMILAR REFERENCES) SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF SUCH INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST REFUSE THE SERVICES.

A. DEFINITIONS

Client Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Client or an authorized user by or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services. For the avoidance of doubt, Client Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Client or any authorized user.
Documentation” means any manuals, instructions, or other documents or materials that Accounting Seed provides or makes available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
Personal Information” means any information that identifies, relates to, describes, is capable of being with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer, resident, or household, including, but not limited to, name, signature, Social Security number, Social Insurance Number, address, telephone number, fax number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, bank account number, credit card number, debit card number, or any other financial information, physical illness, mental illness or disabilities, location data, an online identifier, and as otherwise designated under applicable data privacy laws and regulations.
Provider Materials” means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Accounting Seed or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include any Resultant Data and any other information, data, or other content derived from Accounting Seed’s monitoring of Client’s access to or use of the Services, but do not include Client Data.
Provider Systems” means the information technology infrastructure used by or on behalf of Accounting Seed in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Accounting Seed or through the use of third-party services.
Residuals” shall mean any technique, information or general concept that is retained in the unaided memory of any of Accounting Seed’s representatives who have access to Confidential Information in connection with this Agreement.
Resultant Data” means data and information related to Client’s use of the Services that is used by Accounting Seed in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
Specifications” means the specifications, requirements and other criteria established by the parties hereto in respect of the Services as set forth in the applicable Sales Contract.

B. SERVICES

  1. Services. On the terms and conditions set forth herein, Client hereby engages Accounting Seed to perform those services mutually agreed upon from time to time by Accounting Seed and Client (collectively, the “Services”) in written sales contracts, subscription agreements or other written agreements between the parties (each, a “Sales Contract”), and Accounting Seed hereby accepts such engagement. All Sales Contracts are hereby incorporated herein by this reference. Accounting Seed shall render the Services and deliver the required deliverables in accordance with the timetable and milestones set forth in the respective Sales Contract. Any estimates of availability or any other statements or agreements in respect of the Services made verbally by Accounting Seed prior to acceptance of this Agreement and an applicable Sales Contract shall not constitute a commitment of resources or constitute a timeline for delivery of Services. Client acknowledges and understands that any timetable provided by Accounting Seed hereunder or in any Sales Contract is subject to Client’s cooperation. Accounting Seed shall have no liability to Client for any breach of its obligations related to the Services due to a failure of Client’s cooperation and performance of its obligations hereunder. Accounting Seed reserves the right to monitor Client’s use of the Services as agreed upon in any Sales Contract to verify compliance herewith and therewith.
  2. Sales Contract Authorization and Modification. Each Sales Contract is to be signed by an authorized representative of Client. Any deviation from or modification to a Sales Contract must be agreed to by the parties in writing. In the event of any express conflict or inconsistency between the provisions of a Sales Contract and the provisions of this Agreement, the provisions of the Sales Contract will govern and control with respect to the interpretation of that Sales Contract; provided, however, that the provisions of the Sales Contract will be so construed as to give effect to the applicable provisions of this Agreement to the fullest extent possible.
  3. Changes. Accounting Seed reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services; (ii) the competitive strength of or market for Accounting Seed’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services. The parties shall evaluate and, if agreed, implement all such requested changes in accordance with mutually agreed upon change procedures and other applicable terms and conditions mutually agreed upon by the Parties (including any changes to the applicable Fees). No requested changes will be effective unless and until memorialized in a written Sales Contract signed by both parties. 
  4. Subscriptions. If Client and Accounting Seed enter into a Sales Contract related to subscription services (including any implementation, customization or maintenance of the Services), the following additional terms shall apply to such Services:a. User Subscriptions. Unless otherwise specified in the applicable Sales Contract, (i) subscription services may not be accessed by more than the specified number of users and/or subscriptions as set forth in the applicable Sales Contract, (ii) additional subscriptions may be added during the applicable subscription term as mutually agreed upon by the parties in a Sales Contract. Subscriptions are for designated users only and cannot be shared, transferred or reassigned.
    b. 
    General Ledger Accounts and Variables. Subscriptions include a fixed number of general ledger accounts and general ledger variables. Use of the subscriptions resulting in any increased need for general ledger accounts or general ledger variables will be subject to additional Fees as established by Accounting Seed.
    c. Accounting Data Volume. Base Fees set forth in a Sales Contract include a base usage of Accounting Data records per quarter. Additional quarterly fees shall apply for Accounting Data records that exceed the base usage in any given quarter.
  5. Subcontractors. Accounting seed may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”). 
  6. Acceptance. Within fifteen (15) days after the receipt by Client of any deliverable, Client agrees to review and/or test the deliverable. Unless written notice is provided within this fifteen (15) day period stating otherwise, the deliverable will be deemed to be accepted. In the event any part of the deliverable is not acceptable, Client shall notify Accounting Seed in writing, within fifteen (15) days of receiving the deliverable, setting forth with specificity any deficiency. A deficiency shall be defined as a failure to conform to the Specifications set forth in the Sales Contract. If in fact the deliverable is deficient, Accounting Seed shall then have thirty (30) days to correct the deficiency unless additional time is reasonably required. Upon the correction of the deficiency, the deliverable will be deemed to be accepted. 
    1. Additional Services. From time to time we may invite you to try, at no charge, additional products or services other than the Services (“Trial Services”). You may accept or decline any such Trial Services in Your sole discretion. Any Trial Services will be clearly designated as such, and Accounting Seed shall have no obligation to provide any services other than the Services. Trial Services are provided for evaluation purposes only and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. TRIAL SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Trial Services at any time in Our sole discretion and may never make them generally available.

    C. FEES AND BILLING

    1. Fees. Client will pay to Accounting Seed the charges set forth in each Sales Contract (“Fees”). All Fees owed hereunder or under any Sales Contract are non-refundable and non-transferable and may not be applied toward any other payments due under this Agreement or any Sales Contract. For the avoidance of doubt, the Services contracted for in any Sales Contract must be utilized within a twelve (12) month period (or, if otherwise stated in the Sales Contract, the time period specified therein) from the date of the applicable Sales Contract, and any unused portion of Services shall be forfeited upon expiration of such term. Fees, charges and costs payable hereunder shall not be credited toward any subscription or other fees payable to Accounting Seed, regardless of whether the Services corresponding to such Fees were utilized. For the avoidance of doubt, any unused portion of the Services or any Fees corresponding thereto are forfeited under any and all circumstances. 
    2. Expenses. Client shall pay or reimburse Accounting Seed for reasonable out-of-pocket expenses (including without limitation, travel expenses) (collectively, “Expenses”) incurred by Accounting Seed in the course of providing Services to Client, which shall be sent to Client in writing, and paid on the terms and conditions set forth in this Agreement, Sales Contract, or the applicable invoice. 
    3. Payment. Unless otherwise expressly provided in a Sales Contract, Accounting Seed will invoice Client for Fees and Expenses on a periodic basis, with each invoice setting forth the Fees and Expenses related to the previous period. Unless otherwise expressly provided in a Sales Contract, any amount due to Accounting Seed under this Agreement and each Sales Contract shall be payable in full upon receipt of an invoice therefore, without withholding, deduction or offset of any amounts for any purpose. Any amount not paid within thirty (30) days of the date of each invoice shall be subject to an interest charge equal to the lesser of 1.5% monthly or the maximum interest charge permissible under applicable law, payable on demand. Client shall be responsible for the payment of all invoices. Accounting Seed may suspend performance of the Services for repeated failures to pay any amounts due hereunder, until all past due amounts and interest thereon (if any) have been paid, without incurring any obligation or liability to Client or any other person by reason of such suspension. 
    4. Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Accounting Seed’s income. For the avoidance of doubt, if Accounting Seed is obligated to collect applicable taxes, Accounting Seed may include them on any Client invoice, and Client shall be obligated to pay all such amounts to us unless Client provides Accounting Seed with a valid tax exemption certificate.
    5. Fee Increases. Other than as explicitly set forth in a Sales Contract, Accounting Seed may increase Fees in its sole discretion by providing written notice to Client at least 30 days prior to the Fee increase effective date.

    D. WARRANTIES

    1. Client’s Warranties. For each Sales Contract, Client hereby represents and warrants that (i) with respect to tools, hardware, software and other products provided by Client for use by Accounting Seed under this Agreement and any Sales Contract, Client has obtained all licenses and permits which are required to be obtained to enable such use by Accounting Seed; (ii) the information furnished by Client to Accounting Seed on which Accounting Seed based the description of the Services and the Fees to be paid by Client therefore, as set forth in each Sales Contract, is accurate and complete in all material respects; and (iii) Client has, or will have, the personnel and other resources available, and will provide, or cause to be provided, such personnel and resources, to fulfill Client’s obligations set forth in each Sales Contract. Client acknowledges and understands that proper performance of the Services is subject to Client’s cooperation and performance of its obligations hereunder. 
    2. WARRANTY DISCLAIMEREXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ACCOUNTING SEED DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE DELIVERABLES OR THE SERVICES RENDERED BY ACCOUNTING SEED, ANY SUBCONTRACTOR OR THEIR RESPECTIVE PERSONNEL OR THE RESULTS OBTAINED FROM THEIR WORK PURSUANT TO THIS AGREEMENT OR ANY SALES CONTRACT. ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE ARE EXPRESSLY DISCLAIMED AND EXCLUDED BY ACCOUNTING SEED.
    3. If Client or its clients licensed, sublicensed, purchased or leased any third-party software or hardware from Accounting Seed, Client must refer to the separate limited warranty documentation, if any, provided with the software and/or hardware by the manufacturer or licensor for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation. If the software and/or hardware did not include a limited warranty from the manufacturer or licensor, Client agrees that the software is accepted “AS IS”. ACCOUNTING SEED MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE SOFTWARE AND/OR HARDWARE BY THE MANUFACTURER OR LICENSOR. CLIENT ACKNOWLEDGES THAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND RECOGNIZES AND AGREES THAT THESE DISCLAIMERS ARE AN INTEGRAL PART OF ACCOUNTING SEED’S PRICING AND AN IMPORTANT FACTOR IN ITS WILLINGNESS TO PERFORM SERVICES HEREUNDER AND PURSUANT TO THE SALES CONTRACTS.
    4. Client shall make no warranty to its clients relating to this Agreement, any Sales Contract, the Services, deliverables, software or hardware.

    E. LIMITATION OF LIABILITY

    1. Limitation on Consequential Damages, etc. IN NO EVENT SHALL ACCOUNTING SEED BE LIABLE TO CLIENT, ITS CUSTOMERS OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, OR WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Limitation on Cumulative Liability. UNDER NO CIRCUMSTANCES SHALL ACCOUNTING SEED’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO ACCOUNTING SEED UNDER THE SALES CONTRACT FROM WHICH THE CLAIM ARISES.

    F. CONFIDENTIALITY

    1. Confidential Information. As used herein, “Confidential Information” means all nonpublic information in tangible or intangible form disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, without limitation, Client Data, Provider Materials, information related to the Services, the terms and conditions of this Agreement, information contained in design documentation relating to any programs of Accounting Seed or any person or entity to whom Services are rendered (including any source code), development level documentation, all Accounting Seed development tools (except for publicly available tools), data files, databases, marketing plans, supplier and customer information, proprietary and technical information, business and marketing strategies and plans, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party, or (v) disclosure thereof is required by legal process or applicable law (in which case the recipient of the information shall notify the Disclosing Party prior to disclosure of such information).
    2. Nondisclosure. Each party acknowledges that in performance of this Agreement, it may acquire knowledge of the other’s Confidential Information. Each party acknowledges and agrees that all of the Confidential Information disclosed to or acquired from the other party to this Agreement shall be maintained in strict confidence and that it shall not disclose any Confidential Information to any person or entity except to its employees, directors and professional advisors and only to the extent required to perform this Agreement or as expressly permitted by the Disclosing Party in writing. No party shall use another party’s Confidential Information to the detriment of the other party. Each party shall be responsible and liable to the other for any disclosure of Confidential Information by any employee, contractor, agent or other person or entity to whom such party discloses Confidential Information of the other.
    3. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights hereunder; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
    4. Irreparable Harm. In addition to all other legal or equitable remedies to which a Disclosing Party may be entitled to enforce this Section, both parties acknowledge that any violation of the confidentiality obligations of this Agreement by the Receiving Party or its representatives would cause irreparable harm to the Disclosing Party and agree that the Disclosing Party shall be entitled to an immediate injunction or other equitable relief to prevent such violations without the necessity of proving actual harm or posting bond.
    5. Independent Development; Residuals. Each party acknowledges that, subject to the confidentiality provisions of this Agreement, the other party and its employees may have the right to independently develop or acquire products without the use of Confidential Information. Accounting Seed shall be free to use for any purpose the Residuals resulting from access to or work with Confidential Information, provided Accounting Seed shall maintain the confidentiality of Confidential Information as provided in this Agreement. Notwithstanding the foregoing, this Section shall not be construed to grant Accounting Seed a license of Client’s copyrights or other intellectual property. In addition, nothing contained in this clause shall relieve either party of its confidentiality obligations with respect to the proprietary and Confidential Information or material of the other party.
    6. Client Agreements. You are responsible for: (i) the confidentiality of user access credentials that are in your possession or control; (ii) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of the Services, (iii) the activity of your users in the Services; and (iv) your users’ compliance with this Agreement, any Sales Contract and applicable law. You must notify us promptly if you become aware, or reasonably suspect, that your systems’ security has been compromised. Except as expressly authorized by us prior to each instance, you shall not: (i) provide the Services to any third party other than your users, use the Services in any manner not contemplated in this Agreement or any Sales Contract; (ii) derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate, the Services; (iii) copy, modify or make derivative works of the Services; (iv) remove any proprietary markings or notices from any materials provided to you by us; (v) frame or mirror the Services or any part thereof; or (vi) use the Services: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to store sensitive data such as bank account data, social security (or equivalent) numbers and credit card data outside of the designated fields therefor; (c) to send or store material that violates the rights of a third party; (d) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (e) for any other illegal or unlawful purpose. You may not knowingly facilitate or aid a third party in any of the foregoing activities. Client shall use its best efforts to assist Accounting Seed in the protection of Accounting Seed’s legal rights and to enforce Accounting Seed’s and applicable third party’s intellectual property rights. Client shall cooperate fully with Accounting Seed in any action by Accounting Seed in the event of an actual or threatened violation of Accounting Seed’s proprietary rights by any person or entity, including clients of Client.

    G. INTELLECTUAL PROPERTY

    1. Reservation of Rights in Services. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Accounting Seed and the respective rights holders in the Third-Party Materials.
    2. Provider Materials. All right, title, and interest in and to the Provider Materials, including all intellectual property rights therein, are and will remain with Accounting Seed and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. Client has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in this Agreement or the applicable Sales Contract. All other rights in and to the Provider Materials are expressly reserved by Accounting Seed. In furtherance of the foregoing, Client hereby unconditionally and irrevocably grants to Accounting Seed an assignment of all right, title, and interest in and to the Resultant Data, including all intellectual property rights relating thereto.
    3. Client Data. As between Client and Accounting Seed, Client is and will remain the sole and exclusive owner of all right, title, and interest in and to all Client Data, including all intellectual property rights relating thereto, subject to the rights and permissions granted herein.
    4. Consent to Use Client Data. Client hereby irrevocably grants all such rights and permissions in or relating to Client Data as are necessary or useful to Accounting Seed, its Subcontractors, and Accounting Seed personnel to enforce this Agreement and exercise Accounting Seed’s, its Subcontractors’, and Accounting Seed’s personnel’s rights and perform their respective obligations hereunder.

    H. PRIVACY

    1. Personal Information. You represent, warrant and covenant that all Personal Information (including any Client Data) provided or otherwise made available to Accounting Seed is done so in compliance with applicable law, and that You have provided all necessary and appropriate notices and opt-outs, and otherwise have all necessary and appropriate rights, to enable Accounting Seed to (i) share any and all Personal Information you provided with any Accounting Seed, and any parent, subsidiary, affiliate, or related company of Accounting Seed (collectively, the “Group”), and (ii) use any such Personal Information in connection with any and all of the Group’s internal operations and functions, including, but not limited to, improving the Group’s products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between members of the Group does not constitute a “sale” of such Personal Information under applicable law.

    I. TERM AND NON-RENEWAL

    1. Term.
      1. This Agreement shall be effective when accepted by Client in accordance herewith, and thereafter shall remain in effect indefinitely until Accounting Seed or Client sends a Non-Renewal Notice (as defined below) in accordance with this Agreement. Notwithstanding the foregoing, if Client fails to pay in accordance with this Agreement, Accounting Seed shall have no further obligation under this Agreement or any Sales Contract. This Agreement or any Sales Contract shall immediately be deemed to not renew upon the occurrence of a material breach or default of any obligation hereunder or thereunder, if the non-breaching party provides written notice of the breach or default, and such default or breach is not cured within thirty (30) days.
      2. Each Sales Contract shall have the set term as provided therein. Nonrenewal of this Agreement shall have the effect of modifying the term of any corresponding Sales Contract, such that the term of any active Sales Contract entered into pursuant to this Agreement shall end, effective on the date in which the non-renewal takes effect.
    2. Non-Renewal. Either party may send a written notice of nonrenewal (a “Non-Renewal Notice”) to the other party. A Non-Renewal Notice shall include a list of or reference to all Sales Contracts entered into between the parties hereto. The Non-Renewal Notice shall be deemed delivered when sent and in accordance with Section J.2. of this Agreement and shall become effective on the date that is thirty (30) days from the date of delivery (the “Date of Non-Renewal”. 
    3. Effect of Non-Renewal. Upon effectiveness of non-renewal of this Agreement: (a) Client shall promptly pay all amounts payable to Accounting Seed for Services rendered and out-of-pocket expenses incurred up to the Date of Non-Renewal (including the entire amount of Fees applicable to the remaining subscription period); and (b) each party shall return or destroy, at the direction of the other party, all the other party’s Confidential Information in its possession; provided Accounting Seed may retain Confidential Information in its backup systems in the ordinary course; provided such retained information shall continue to be bound by the obligations set forth herein..
    4. Non-Solicitation. During the term of this Agreement and any Sales Contract, and for a period of one (1) year from the Date of Non-Renewal, Client agrees not to solicit the employment of any personnel or agent of the other party who has been directly involved with the delivery of Services under a Sales Contract unless Accounting Seed grants it consent in writing. If this condition is breached, Client agrees to compensate Accounting Seed with a sum equal to twenty-four (24) times the average monthly salary received by such individual during the last one (1) year which the individual was employed by Accounting Seed plus the Fees payable under the Sales Contract for which such individual was/is/will be directly involved with the delivery of Services.

    J. MISCELLANEOUS

    1. Independent Contractor. Each party, in rendering performance under this Agreement is acting solely as an independent contractor. In no way is either party to be construed as the agent of the other party in any respect, any other provisions of this Agreement hereunder notwithstanding.
    2. Communications and Notices. From time to time, we may communicate with you about the Services and this Agreement electronically (e.g., emails to your registered email address, notices on the Accounting Seed website, etc.). Your consent to receive electronic communications from Accounting Seed and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements. We recommend that you keep a copy of any electronic communications we send to you for your records. Any notices or communications to Accounting Seed shall be in English and in writing, and shall be sent via U.S. Certified Mail, Return Receipt Requested, or, by prepaid overnight or courier service, to the addresses below, or such other address as shall be designated in writing by either party to this Agreement to the other. Notices are deemed given on receipt or attempted delivery (if receipt is refused).Accounting Seed, Inc.
      9240 Rumsey Road, Suite B
      Columbia, MD 21045
    3. Entire Agreement; Amendments. This Agreement, including any applicable Sales Contracts, and any other subscription or other agreement governing the Services, constitute the entire agreement between Client and Accounting Seed, and completely replaces any prior agreements between you and Accounting Seed in relation to the Services. This Agreement may not be amended by Client without written agreement of the parties.
    4. Construction; Headings. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement or any of its provisions.
    5. Severability. If the application of any provision of this Agreement, or applicable Sales Contract shall be held invalid, illegal, or unenforceable to any extent, the remainder of this Agreement, or the applicable Sales Contract, and its application shall not be affected and shall be enforceable to the fullest extent permitted by law.
    6. Waivers. No action or inaction taken pursuant to this Agreement shall be deemed to constitute a waiver of compliance with any covenant, condition or agreement contained herein. The waiver by any party hereto of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
    7. Rights and Remedies Cumulative. Unless otherwise specifically provided, the rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute or otherwise.
    8. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Maryland without regard to principles of conflict of laws that would require application of the laws of any other jurisdiction.
    9. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
    10. Assignment. Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
    11. Force Majeure. Accounting Seed shall not be responsible for failure to perform under this Agreement when its failure results from any of the following causes: acts of God or public enemies, civil war, epidemic, pandemic, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption or any cause beyond its reasonable control.
    12. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be construed together and shall constitute one Agreement.
    13. Survival. All Sections of this Agreement and any Sales Contract that explicitly state they survive or, to give their full effect, would be expected to survive, shall survive any non-renewal of this Agreement and/or any Sales Contract.