1. Services

1.1. We Provide bookkeeping Services

When provided in your Engagement Letter, our Services may include a solution for bookkeeping and financial organization where we maintain your accounting books based on information provided by you or at your direction. Our bookkeeping Services and any related communications with us are not a substitute for and do not include legal, regulatory, tax, financial, real estate, healthcare, or accounting advice.

1.2. Certain Year-End Services

If you are a bookkeeping Services customer for the quarter following your fiscal year end (i.e., your subscription has not been terminated during such period), we may need to perform certain year-end bookkeeping activities at that time as part of your subscription. If you are not a bookkeeping Services customer for the quarter following your fiscal year end, we will not perform year-end bookkeeping activities and will not bear responsibility or liability with respect to any failure to perform year-end bookkeeping activities on your behalf.

1.3. Accounting Software

We use third party accounting software (including but not limited to Quickbooks, Xero, Netsuite, etc.) (“Accounting Software”) of our choice to provide our Services though at our discretion we may accommodate your preferred accounting software. If you do not already have an account for an Accounting Software, you authorize us to create one for you. Your and our use of Accounting Software will be governed by the terms of service and privacy statements governing the use of the particular Accounting Software. By authorizing us to create an account for you, you agree to the terms of service of any such Accounting Software.

1.4. Sole Bookkeeper

This Section applies to the extent that we provide bookkeeping Services to you.

You agree that we will be your sole bookkeeper and in performing such Services we must use, record, classify and reconcile your financial transactions and other data to prepare your books. For example, depending upon the Services we provide, we may have to: (a) import transactions to your books in order to reconcile your bank accounts, (b) categorize transactions in your books to expense accounts and to balance sheet accounts for amortization purposes, and/or (c) sync your payroll data via an integration or otherwise. As a result, once we have performed such tasks, any modifications made by you or on your behalf (for example, by another third-party service provider) to your books may adversely impact Services previously performed by us, causing us to have to re-perform such Services in order to resolve any resulting inconsistencies or inaccuracies or to confirm that there are no such inconsistencies or inaccuracies. If you engage another third-party service provider to make changes to your books, or you otherwise make changes to your books directly, while you have engaged us to provide bookkeeping Services, the parties agree to the following remedies, which shall be at our option and in addition to any rights provided by contract, law or in equity: (i) we may delay bookkeeping deliverables that are on a deadline, (ii) we may charge our standard hourly fees for the additional work required to remediate the situation, and/or (iii) we may terminate your subscription at any time upon written notice without a refund of prepaid fees for unelapsed months of any Services. For the avoidance of doubt, this Section 1.4 does not prevent you from managing accounts payable and/or accounts receivable in your accounting software, and/or processing payroll through accounting software.

1.5 Other Services

When provided in an Engagement Letter, some of the other Services we may provide include but are not limited to the following services:

• Tax Services. Tax preparation and support services which may be performed by a third-party tax service preparer.
• RD Tax Credit Services. Assistance in preparing and submitting an investment tax credit claim for research development Tax Credit expenditures available with the IRS.
• Fractional CFO Services. Strategic financial consulting Services.

Certain Services are governed by additional provisions available at the links below. If your Engagement Letter links to these terms, the additional provisions are incorporated by reference into these terms. If your Engagement Letter links directly to one or more of the additional provisions, the additional provisions incorporate by reference some of these terms, as stated therein.

Haven Tax Services Agreement

Haven CFO Services Terms

1.6 We provide the Services at the direction and for the benefit of your management

We provide the Services at the request of, and under the direction of, your management. Your management is responsible for all management decisions and performing all management functions, including (i) setting policies or accepting policy recommendations; (ii) evaluating the reasonableness of underlying assumptions and the adequacy and results of the Services; and (iii) implementation of any findings or recommendations resulting from the Services. We may act upon, and will not have liability for acting upon, instructions in any form (e.g., electronic, written, oral) so long as we reasonably believe that the instructions were actually given by you or on your behalf. You are responsible for the legality of your instructions to us. We are not obligated to identify or offer additional Services.

We prepare deliverables resulting from the Services (for example, excerpts, models, budgets, confirmations, etc.) for use by your management. Your management is responsible for reviewing all deliverables resulting from the Services. In preparing deliverables, you agree that we (a) do not have an obligation to independently verify the accuracy or completeness of any facts provided by you or any third party, and (b) do not undertake to update the deliverable if any facts change, unless the Engagement Letter for the services expressly states otherwise. If you elect to present any deliverable to any third party, such presentation must be made solely by you and not by or on behalf of us, and you agree to remove any references to us from the deliverable and/or from the presentation.

1.7 We may work with third-party service providers

You acknowledge that we may perform any or all of our obligations hereunder through a third-party service provider or a third-party R&D tax services provider, or a third-party tax filing preparer service, including in each case its Affiliate(s), some of which may be located outside of the United States (each service provider and its Affiliates, a “Service Provider”) and/or our Affiliate(s), some of which might be located outside of the United States. These Service Providers and/or we and our Affiliates may use subcontractors, some of which may be located outside of the United States. These Service Providers and/or we and our Affiliates may be entitled to a commission or compensation dependent on a flat fee or a percentage of billed fees.

1.8 We need and rely on information from you

Our provision of the Services requires that you provide us access to corporate, financial and related information, information technology systems or services, and/or input from you. You agree to timely provide all such information, access and input and reasonably cooperate with us in our provision of the Services. You agree to provide good faith assumptions and accurate and complete representations, information and data, and you agree that we may assume you have done so without further investigation or verification. You agree that late or insufficient information, access or input from you may cause delay in the performance of the Services, inability to provide the Services, or increase in the amount of our fees.

For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, vendors, consultants, or employees, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.

1.9 Unauthorized Uses of the Services

You agree not to misuse or help anyone else misuse our Services or our Technology in a manner that breaches the Agreement; violates the law or is in connection with activity that violates the law; undermines our rights or business interests; or creates risk of personal injury, property damage, or legal liability for us, you or any third party, or may cause us to lose the services of one of our third-party service providers, if any. We may suspend or terminate provision of the Services, in whole or in part, where we reasonably believe that any of our Services or Technology are being misused.

1.10 Modifications to the Services

You understand that we may modify, change and/or improve our Services. You agree that we may add or remove functionality or features, and that we may suspend or stop part of the Services altogether. Similarly, because some of our Services are provided by our personnel, we reserve the right to determine from time to time in our sole discretion the personnel assigned to provide the Services to you.

1.11 Haven is not a certified public accounting firm

You understand and agree that Haven is not a certified public accounting firm and does not provide services that would require a license to practice public accounting. You acknowledge that Haven is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. The Services do not include, and you will not rely on them for: (i) audit, attest, examination or review of financial transactions or accounting records (as such terms are used in the New York Business and Professions Code Section 7401 et seq. (“New York Public Accountancy Law”)); (ii) independent advice relating to accounting procedure or to the “recording, presentation, or certification of financial information or data” within the meaning of the New York Public Accountancy Law; (iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose, as contemplated by the New York Public Accountancy Law; (iv) legal or regulatory advice regarding any of your business practices, including with respect to their appropriateness or legality; or (v) unless otherwise expressly included on an Engagement Letter, tax advice or tax return preparation (although we will provide bookkeeping assistance to your tax preparer of choice, and/or you can subscribe for tax Services, which are provided separately from our bookkeeping Services). You should seek the services of a duly licensed professional in connection with any of the foregoing. In particular, in compliance with applicable law and accounting standards regarding auditor independence, we cannot (and do not) make any representation or warranty whether any financial records are compliant with GAAP, IFRS or any other accounting standards or rules.

2. Technology and Data

2.1 Our Technology

To facilitate the provision of the Services, we may provide your designated users (each, a “User”) with access to and use of functionality of website(s), cloud software services, software tools, automated forms and other technologies developed by or for us (collectively, “Our Technology”). You are responsible for: (a) the confidentiality of User access credentials that are in your possession or control; (b) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of Our Technology, (c) your Users’ use of Our Technology; and (d) your Users’ compliance with the Agreement, including Section 1.9 of these terms, and applicable laws. You must notify us promptly if you become aware, or reasonably suspect, that your account’s security has been compromised.

To efficiently provide the Services, we may use certain internal technologies and tools developed by or for us, such as integrations with Third-Party Services, software rules, checklists and other technologies (collectively, “Internal Software”). You agree to reasonably cooperate with us to enable us to use Internal Software in the provision of the Services and to refrain from interfering with the operation of Internal Software. If you obtain new, or make changes to, information technology systems or services that contain relevant data for the Services, you agree to notify us promptly and reasonably cooperate with us to facilitate the efficient use of Internal Software.;

2.2 Data Use

Haven will use Customer Data as described in the Agreement and/or in the Haven Privacy Policy (incorporated by reference into these terms), as updated from time to time, and for the business purposes described therein. By subscribing to any Services, you expressly consent to such use, including the use of Customer Data in Third-Party Services required for the provision of our Services, and the sharing of Customer Data across various Services for which you subscribe (e.g., bookkeeping data for tax preparation services).

When you use our Services and Technology, we may create anonymized statistical data from your data and usage of our services, including through deidentification or aggregation. Once anonymized, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, for diagnostic or corrective purposes, and for other uses we communicate to you.

2.3 Intellectual Property Rights

Subject to the limited rights expressly granted in the Agreement, as between the parties you retain all rights, title and interest, including all Intellectual Property Rights, in and to Customer Data. You grant us and our subcontractors a limited license to use the Customer Data to provide, protect and improve the Services and to perform our rights and obligations under this Agreement.

Subject to the limited rights expressly granted hereunder, as between the parties we own all rights, title and interest, including all Intellectual Property Rights, in and to Our Technology, Internal Software, and related to our Services. We grant your Users a non-exclusive license to use Our Technology for the purpose of facilitating the provision of our Services to you during the term of the Agreement. All rights not expressly granted in this Agreement are reserved by us.

Each party represents and warrants to the other that it has the authority, including any and all necessary consents, to grant the licenses above.

2.4. Third-Party Services

Our Services, Our Technology and/or Internal Software may in the future transfer data from or to, or integrate with, Third-Party Services (e.g., Accounting Software or your payroll software provider). We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any Third-Party Service, regardless of whether it is described as “required,” “recommended” or the like and regardless of whether the Third-Party Service is included in your Engagement Letter. You should review applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before obtaining any Third-Party Service. You agree to (a) maintain all subscriptions to Third-Party Services that we require for the provision of the Services and Our Technology or the operation of Internal Software; (b) abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement or from any instructions by you to us that would constitute a breach of any such agreement, (c) set up appropriate internal roles, permissions, policies and procedures for the safe and secure use of Third-Party Services, and (d) if we agree to procure Third-Party Services for you (for example, Accounting Software), reimburse us for such costs. We have no obligation to provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Services, Our Technology and Internal Software with any Third-Party Services. If a Third-Party Provider ceases to make the Third-Party Services available for interoperation with Our Technology or Internal Software for any reason, we may cease providing certain features of Our Technology and/or modify the Services without liability.

2.5. Login Credentials

If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, “Login Credentials”)), you (a) give us permission and a limited power of attorney to use them to login to, or create an integration with, these other third-party websites and services and access, transfer, reformat, and manipulate your account on your behalf in performance of the Agreement; and (b) represent to us that you have the authority to give us this permission. You consent to our use of Login Credentials to provide the Services and perform our rights and obligations under the Agreement. We will maintain Login Credentials in encrypted form, and we will only use them pursuant to the Agreement or as otherwise directed by you.

2.6. Facilities and Data Transfer

Haven requires that all facilities that Haven uses to store Customer Data or Login Credentials adhere to reasonable security standards. As part of providing the Services, we may transfer, store and process Customer Data. By using the Services, you consent to this transfer, processing and storage of Customer Data.

2.7 Feedback

If you provide us with feedback, ideas, requests, recommendations or suggestions about the Services (“Feedback”), then we may use that information without obligation to you, and you grant Haven a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.

2.8 California Consumer Privacy Act and Virginia Consumer Data Protection Act

The following terms apply to the extent and while you are subject to the CCPA or VCDPA and Haven processes personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) as part of Customer Data (“Personally Identifiable Customer Data”):

Haven agrees that it shall not: (a) sell or share any Personally Identifiable Customer Data; (b) retain, use, or disclose Personally Identifiable Customer Data outside the purposes specified in the Agreement or our direct business relationship with you, or (c) combine Personally Identifiable Customer Data with personal data obtained from other sources as prohibited by the CCPA, except, with respect to (b) and (c), as may be otherwise permitted under the CCPA. As used in this clause, the terms “sell” and “share” have the meaning given to them in the CCPA.

Haven and you acknowledges and agrees that: (i) the Personally Identifiable Customer Data is disclosed to Haven only for the limited and specified purpose of Haven’s performance of obligations and exercise of rights under the Agreement, as described herein and in the Haven Privacy Policy; (ii) with respect to Personally Identifiable Customer Data, Haven will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA, as applicable; (iii) you have the right to take reasonable and appropriate steps to help ensure that Haven uses the Personally Identifiable Customer Data in a manner consistent with Haven’s obligations under the CCPA or VCDPA, as applicable, and the Agreement; (iv) Haven must notify you if Haven determines that it can no longer meet its obligations under the CCPA and the Agreement; (v) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Customer Data; and (vi) you shall comply with your obligations as a business or controller under the CCPA and/or VCDPA, as applicable. As used in this clause, the term “business” has the meaning given to it in the CCPA and “controller” has the meaning given to it in the VCDPA.

3. Confidentiality

3.1. Confidential Information Defined

“Confidential Information” means information of one party (or its Affiliates) disclosed to the other party (“recipient”) pursuant to the Agreement that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data and Login Credentials are your Confidential Information. Confidential 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 Confidential Information, (iii) is rightfully shared with the recipient by a third party without confidentiality obligations, or (iv) was or becomes publicly known through no fault of the recipient.

3.2. Non-Use and Non-Disclosure Obligations

Subject to Sections 3.3 and 3.5, the recipient will (a) use the other party’s Confidential Information only to exercise rights and fulfill obligations under the Agreement, and (b) use reasonable care to protect against unauthorized disclosure of the other party’s Confidential Information to any parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient agrees to ensure that its Delegates are subject to the same or substantially similar non-disclosure and non-use obligations.

3.3. Permitted Disclosure of Confidential Information

3.3.1. General

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

3.3.2. Legal Process Notification

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

3.3.3. Opposition

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 Confidential Information pursuant to Legal Process.

3.3.4 Expenses of Production

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 Services available to a third party, you agree to reimburse us for our professional time, at our then-current standard hourly rates, and expenses, including reasonable attorneys’ fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.

3.4 Injunctive Relief

The parties agree that a breach of the recipient’s confidentiality obligations 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 breach of Section 3 without the need to prove damages or post a bond or other surety.

3.5 Third-Party Infrastructure

The Services, Our Technology and Internal Software operate over the internet via networks only part of which are within our control. Our obligations 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 Customer Data or other Confidential Information on a network or infrastructure outside of our control.

4. Fees and Payment

4.1 Fees

We base our subscription fees for Services on certain facts about your business. You agree to provide us with complete and accurate information so we can determine the applicable fees. If the information is not complete or accurate, materially changes, or you request an expanded or different scope of subscription Services, we may propose a subscription that corresponds to the revised information or your request and reserve the right to terminate the affected Services or the Agreement without liability if we are unable to reach an agreement with you on the revised subscription. Subscription fees are prepaid before or at the start of the subscription period and cannot be carried over to future subscription periods.

As-incurred hourly Services, and all other Services that are not included in your subscription or quoted as a fixed fee, will be billed at our then-current standard hourly rate for the respective Service (as we may 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 subscription fees as set forth in your Engagement Letter.

4.2 Fee and Scope Updates

From time to time, we may update our prices for the Services, or, as our Services evolve, we may change the scope of, or subscription model for, certain Services. If we increase your subscription fees (and/or any related fees, such as usage-based fees) and/or materially change the scope of subscription Services we provide to you, we will provide you with advance written notice of such increase or change at least 30 days prior to your next Renewal Period. If you do not terminate your subscription within such 30-day period, you agree that your continued use of the Services constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with Section 4.3 of, such increased or updated fees.

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

4.3 ACH Payment

When ACH is the chosen method of payment, Haven may collect payment for the fees 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 agree to the NACHA Operating Rules that govern ACH payments. Fees are exclusive of taxes, which you’re responsible for if applicable. You authorize Haven and/or its payment processor to initiate entries to your business bank checking accounts on file with Haven (using your business address on file) to pay amounts that you owe to Haven (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 Haven Business Corporation in writing to cancel it in such time as to afford Haven Business Corporation and the bank reasonable opportunity to act on it. Payment must be made on receipt. We may immediately suspend provision of any or all Services if your account is past due with respect to the payment of fees for any Services or any other amounts owed by you to us.

4.4 Pre-Payment Late Payment & Non-payment

Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You agree to pay any fees for Services 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 Services. 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 fees incurred to collect the unpaid amounts.

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

5. Term and Termination

5.1. Initial term; Set Periods

The Agreement is effective on the date you sign an Engagement Letter (the “Effective Date”). Your initial subscription term will begin at the subscription start date and continue for the period set forth in your Order From (the “Initial Term”). Subscription terms for different types of Services (for example, bookkeeping and tax preparation) may differ.

5.2. Automatic Renewal

Upon the end of the Initial Term and any Renewal Term, your subscription for the respective Services will automatically renew, without the need to execute a new Engagement Letter or other agreement, for the same duration (a “Renewal Term”) as the immediately preceding term of such Services, unless you give us non-renewal notice (via taylor [at] tryhaventax.com) or we give you notice to the email address associated with your account. Non-renewal notice must 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.

5.3. Termination; Withdrawal

Either party may terminate the Agreement if the other party has materially breached the Agreement upon written notice to the breaching party of the breach and an opportunity to cure for a reasonable period.

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

You acknowledge that when committing to an Initial Term or a Renewal Term, Haven relies on that commitment to plan and dedicate resources to delivering your Services for the term of that engagement. You may stop using the Services at any time without cause, however we will not be obligated to provide a refund of any prepaid subscription fees. You will be obligated to make payment of all fees up to the total agreed to for the term of the Engagement Letter, including those that have yet to come due for Services not yet provided.

5.4. Effect of Termination or Expiration

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

After termination of the Agreement or any specific Services, any support or information production related to the terminated Services shall be at our sole discretion, and if we perform such support or information production you agree 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.

5.5. Survival

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.

6. Personnel Non-Solicitation

We incur recruiting, training, education and other non-recoverable costs for the personnel assigned to provide the Services 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 Services (“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 agree to pay us $25,000 for every individual Covered Personnel who has terminated their employment or contractor relationship with us as a result of your breach of this Section.

7. Using the Services on Behalf of Others

If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.

8. Warranty Disclaimer

The warranties stated in this agreement are the sole and exclusive warranties offered by Haven. Except as expressly stated in the agreement, we, our Affiliates, our third-party service providers, and our and their licensors, suppliers and distributors (the “provider entities”) make no warranties, either express or implied, about the Services, our Technology, or our tools. The Services, 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 Services, 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 comply with any law or legal requirement. You assume all responsibility for determining whether the services or the information generated thereby is accurate or sufficient for your purposes. We fully disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement. While we take reasonable physical, technical, and administrative measures to secure your Customer Data, we do not guarantee that our Services and Technology cannot be compromised. If the exclusions for implied warranties do not apply to you under applicable law, any implied warranties are strictly limited to a period of 60 days from the date of your execution of the Engagement Letter, or delivery of the service, whichever is sooner.

9. Limitation of Liability

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 SHALL THE PROVIDER ENTITIES BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CUSTOMER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT.

EXCEPT FOR AMOUNTS DUE TO US UNDER THIS AGREEMENT, INDEMNITY OBLIGATIONS SET FORTH IN SECTION 10 BELOW, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, THE MAXIMUM LIABILITY OF EITHER PARTY TO ANY PERSON, FIRM OR CORPORATION ARISING OUT OF OR IN THE CONNECTION WITH ANY GIVEN SERVICE UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, SHALL IN NO CASE EXCEED IN THE AGGREGATE FOR ANY GIVEN SERVICE UNDER THIS AGREEMENT THE EQUIVALENT OF THE AMOUNT YOU PAID FOR ANY SUCH GIVEN NONCONFORMING SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED (100) U.S. DOLLARS, WHICHEVER IS GREATER.

10. Indemnification

You shall defend, indemnify and hold harmless the Provider Entities and their employees, officers, directors, consultants, representatives and agents from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and/or our provision of the Services (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 Services or Our Technology, of any intellectual property or other right of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to reasonably assist and cooperate with us in asserting any available defenses and/or defending any legal proceeding.

11. Disputes; Class-Action Waiver

11.1. Judicial Forum for Disputes

Except as set forth in Section 11.5 (Arbitration), the parties agree that any and all claims relating to the Agreement or the Services shall exclusively be brought in the federal or state courts of New York County, New York, subject to the mandatory arbitration provisions below. Each party consents to the venue and personal jurisdiction of such courts.

11.2. Notice of Disputes

If you have a dispute with us, you will promptly send written notice to: Haven Business Corporation, 132 Constitution Drive, Orangeburg, New York 10962. You agree that if we have a dispute with you, we may contact you by sending notice to the address and/or email address listed on your Engagement Letter.

11.3. Governing Law

The Agreement shall 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.

11.4. Informal Resolution

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

11.5. Arbitration

The parties agree to resolve any and all claims relating to the Agreement or the Services through final and binding arbitration 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 agree to in writing.

11.6. Exceptions to Arbitration

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 Services or, in our case, unauthorized use or abuse of Our Technology and/or our tools; (iii) to prevent or stop infringement of Intellectual Property 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 shall 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 shall be no requirement to engage in the informal dispute notice process or arbitration process described herein.

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

11.7. NO CLASS ACTIONS

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, AND EACH MAY BRING CLAIMS 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 PERMITTED 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 SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES 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.

11.8. 30-Day Opt-Out Period

If you don’t wish to be bound by these arbitration provisions (including its waiver of class and representative claims), you must notify us by emailing taylor [at] tryhaventax.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 agreement between us.

11.9. Batch Arbitration

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 shall (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) provide for a single filing fee due per side per batch. Arbitrator selection for each batch shall 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 agree to cooperate in good faith with us and the arbitration provider to implement this “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. We do not agree to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this section.

11.10 Future Changes to this Dispute Resolution Agreement

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).

12. Miscellaneous

12.1. Updates to these Terms

You understand and agree that from time to time we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Services. By continuing to access or use the Services after such notice, you agree 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 must notify us within 30 days after receiving notice of the change (via taylor@tryhaventax.com). If we cannot accommodate your objection, then the prior terms shall remain in force until the expiration of your then-current subscription period. Any renewed subscription will be governed by the then-current terms.

12.2. Severability

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.

12.3. Assignment

You may not assign the Agreement, or your rights or obligations 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 obligations under it, in whole or in part.

12.4. Electronic Notices

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

12.5. Entire Agreement; Amendments

The Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, 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 must be in writing, expressly state that it is amending the Agreement, and must be signed by both parties.

12.6. Order of Precedence; Interpretation

In the event of an express conflict between these terms and any Engagement Letter, the Engagement Letter shall take precedence and govern. Headings are for information purposes only. The Agreement shall not be interpreted against the drafter.

12.7. Third-Party Beneficiaries

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 Services are for your internal purposes and use, and no third party is intended to rely on any Services, deliverables or materials provided by us.

12.8. No Employment, Partnership, or Agency Relationship

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 claims under the Agreement may be brought only against us and not against any of our Affiliates.

12.9 No Publicity

Neither party shall 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, we may use your name and logo in customer lists on an equal footing with other customers.

12.10 Compliance

The Services, Our Technology, and derivatives thereof may be subject to 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 Services, Our Technology or Internal Software comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA“). You must 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.

12.11 Unfair Competition

You may not use the Services, 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.

12.12 Waivers

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.

12.13 Force Majeure

Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent performance of any obligations (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).

12.14 Typographical errors

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 Engagement Letter at the incorrect price. In such event, if you have already paid the incorrect price, we will promptly refund your payment.

13. Definitions

“Agreement” means these terms, the Engagement Letter(s), including any scope(s) of work included or referenced in the Engagement Letter(s) (including the Haven CFO Services Terms and the Haven Tax Services Agreement), and all other terms and conditions agreed to in writing by you and us regarding the provision of the Services.

“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.

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

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

“Haven” means Haven Business Corporation or an Affiliate thereof.

“including” means including, without limitation.

“Intellectual Property 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.

“Engagement Letter” means (i) the ordering document that links to these terms or to a subset of these terms for specific Services, and (ii) any other ordering document or workflow provided by us or on our behalf for ordering Services. Engagement Letter 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 Services provider entity listed on an Engagement Letter.

“Services” means the back-office services listed on an Engagement Letter and any other back-office services provided to you by us or on our behalf. Unless the context clearly indicates otherwise, “Services” includes Our Technology.

“Third-Party Service” means any product (for example, software, cloud services), tool (for example, integration or development tools), or service (for example, implementation services) 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 Engagement Letter or, if no such person is listed, then the person or entity who accepts the Agreement when ordering Services. “You” shall include your Affiliates only with our prior written consent or if we knowingly and affirmatively provide Services to such Affiliates, and in such case the person or entity named on the Engagement Letter represents that such person or entity is authorized to, and does, (a) bind your included Affiliates to the Agreement and (b) provide on behalf of your Affiliates all consents required by the Agreement. The named person or entity and all permitted and included Affiliates of yours shall be parties to the Agreement and shall be jointly and severally liable under the Agreement.  

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