TERMS OF SERVICE

You or the User are an employee, independent contractor, or agent of a business or governmental organization (the Prime User who is a user of the Services (as defined below) and, as a result of such relationship, you have been given access to the Kaseware, Inc.’s (“Kaseware”) website, to the Kaseware software platform and to the Kaseware mobile application and any related software (collectively, the “Services”).  This is a binding agreement between you and Kaseware, Inc., a Delaware corporation (“Kaseware”).  The Prime User has agreed to be bound by certain terms and conditions with Kaseware (the “Prime TOS”) and pursuant to the Prime TOS, you and all other users must agree to these Kaseware User Terms of Service (these “TOS”).  As a condition of your use of and access to the Services, you agree as follows:

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1. Acceptance of Terms.  By by clicking “I accept” below, you agree to the terms in these TOS, Kaseware’s Privacy Policy found at https://www.kaseware.com/legal, and Kaseware’s Acceptable Use Policy at https://www.kaseware.com/legal.  By continuing to use the Services, you continue to agree to be bound by these TOS, Kaseware’s Privacy Policy found at https://www.kaseware.com/legal, and Kaseware’s Acceptable Use Policy at https://www.kaseware.com/legal, which may be adopted, modified, and restated by Kaseware in its sole discretion from time to time.

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2. User Responsibilities. Your use of the Services shall be subject to the following conditions:

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2.1 You are responsible for your own conduct and use of the Services, including the accuracy, quality, and legality of any data or information incorporated or stored in the Services that is entered or created by you, including, without limitation, your name, account information or information about an investigation or the subject of an investigation (“Data”);

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2.2 Other than the Prime User’s account manager, you will not allow a third party to access your account or share your login credentials and you will keep your account information current:

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2.3 You will not create internet links to the Services or “mirror” any content contained in the Services or a Kaseware website on any internet-based device;

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2.4 You will not disassemble, reverse engineer, modify, translate, alter, decompile, or create derivative works from the Services;

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2.5 You will not use the Services for any purpose that violates Kaseware’s Acceptable Use Policy, the rights of any third party, or applicable law; and

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2.6 Any breach of these TOS by you shall also constitute a material breach of the Prime TOS and Kaseware shall have the right to immediately terminate these TOS, suspend your account, and the Prime User’s access to the Services, or exercise any other right or remedy available to it under these TOS, the Prime TOS, at law, or in equity.

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3. Intellectual Property Rights. You acknowledge that all right, title, and interest in and to any and all technology and intellectual property forming part of the Services, including, without limitation, all patents, inventions, copyrights, trade secrets, trademarks, service marks, trade names, and other intellectual property rights (collectively, “Intellectual Property”), in and to the Services is Kaseware’s sole property. Nothing in these TOS gives you any right, title, claim, or interest in or to any of Kaseware’s Intellectual Property. You may not use Kaseware’s Intellectual Property, in any manner, except as permitted by these TOS. All rights in the Services are expressly reserved.

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4. Term; Termination. These TOS are effective upon your initial access of the Services and continue until such time as Kaseware determines in its sole discretion to terminate your access to the Services.

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5. Ongoing Obligations. Any provision of these TOS that, in order to give proper effect to its intent, should survive expiration or earlier termination of these TOS, will survive such expiration or termination.

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6. NO WARRANTIES. THE SERVICES ARE PROVIDED “AS IS.” WE DO NOT MAKE AND YOU SHALL NOT RECEIVE ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, USAGE OF TRADE, UPTIME GUARANTEE, AND COURSE OF DEALING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. KASEWARE DOES NOT WARRANT THE ACCURACY OF KASEWARE’S DATA, OR THE ANALYSES OF THAT DATA MADE BY THE SERVICES, OR ANY RESULTING CONSEQUENCE THAT MAY OCCUR AS A RESULT OF YOUR RELIANCE UPON KASEWARE’S DATA OR ANALYSES. KASEWARE DOES NOT GUARANTEE ANY RESULT FOR YOU AS A RESULT OF USING THE SERVICES.

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7. Indemnification. You shall defend and hold harmless Kaseware against any claim, demand, suit or proceeding made or brought against Kaseware by a third party alleging that your use of, or Kaseware’s use, storage, or collection of the Data infringes or misappropriates the intellectual property rights of a third party or violates any applicable law except in circumstances where such claim arises out of or relates to Kaseware’s gross negligence or willful misconduct, and you agree to indemnify Kaseware for any damages, attorney fees and costs awarded against Kaseware in connection with the same.

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8. Confidentiality.

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8.1 “Confidential Information” means any trade secrets or other information of Kaseware, you, or the Prime User, whether of a technical, business, or other nature (such as the Services or your Data) that is disclosed to the other party (the “Recipient”) and that is marked “confidential,” or, where or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that: (a) was known to the Recipient before receiving it from the disclosing party; (b) is independently developed by the Recipient without use of or reference to any Confidential Information of the other party; (c) is acquired by the Recipient from another source that did not receive it in confidence from the other party to this Agreement; or (d) is or becomes part of the public domain through no fault or action of the Recipient.

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8.2 During and after the term of these TOS, the Recipient will (a) use the Confidential Information of the other party only for purposes that are within the scope of these TOS and the Prime TOS; (b) not disclose such Confidential Information to a third party, except on a need to know basis to its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained in this Section 8; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Notwithstanding the foregoing, you expressly permit Kaseware to transmit and store your Data for purposes of your use of the Services.

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8.3 If the Recipient is required by law to disclose Confidential Information of the other party, the Recipient will give prompt written notice to the other party before making the disclosure.

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8.4 The Recipient acknowledges that any actual or threatened breach of this Section 8 may cause irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to ascertain. Accordingly, the disclosing party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing party at law or in equity, to prevent or mitigate any breaches of these TOS or damages that may otherwise result from those breaches. Absent written consent of the disclosing party to the disclosure, the Recipient, in the case of a breach of this Section 8, has the burden of proving that the disclosing party’s Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 8.

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9. Data; Access; Sharing of Information.

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9.1 From time to time, you may deliver Data to Kaseware.

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9.2 You acknowledge that Kaseware may or may not prescreen the Data, but that Kaseware shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse, or move the Data that is available via the Services. KASEWARE SHALL NOT BE LIABLE FOR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY USER’S DATA.

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9.3 You agree and acknowledge that Kaseware may access your password-protected account(s), if any, for any reason, including without limitation, to respond to service requests, technical problems, or to ensure compliance with these TOS or the Prime TOS.

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9.4 You acknowledge and agree that Kaseware may prepare, use, sell and distribute aggregated de-identified information collected and stored in the Services. In addition, Kaseware may share yours and other users’ usage statistics but not Data to its third party marketing partners.

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9.5 The Services may provide for, among other things, the ability for you to share certain information, including potentially Data, with the Prime User and other users of the Services. Kaseware expressly disclaims any and all liability related to your disclosure or sharing of information (including Data, the confidential or personal identifying information of yourself or any other user, and information related to an investigation) through the Services and such disclosure or sharing of such information shall not be deemed to be a disclosure by Kaseware.

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10.Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF KASEWARE FOR ALL CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THESE TOS FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT OR OTHER STATUTORY, LEGAL OR EQUITABLE GROUNDS, SHALL NOT EXCEED $10. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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11. Miscellaneous.

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11.1 These TOS shall inure to and be binding upon Kaseware’s successors and assigns.

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11.2 Only Kaseware may modify these TOS, Kaseware’s Privacy Policy, or Kaseware’s Acceptable Use Policy. If Kaseware modifies, amends, or updates these TOS, Kaseware will provide email notification of such modification, amendment, or update to you and the other users.

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11.3 If any part of these TOS are held by any court of competent jurisdiction to be invalid, the remaining parts of these TOS will continue to be valid and enforceable as to the parties hereto. If the laws of the country you are located in prohibit any of the terms of these TOS, then the laws of such country will control.

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11.4 The waiver or failure of Kaseware to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

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11.5 These TOS are governed by, construed, and enforced in accordance with the laws of the State of Colorado, United States of America, without reference to, or application of, its conflict of laws principles. Any litigation under these TOS must be brought in a state or federal court sitting in the City and County of Denver, Colorado. EACH OF THE PARTIES IRREVOCABLY WAIVES ITS RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THESE TOS IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER.

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11.6 These TOS shall not be deemed to create any rights in third parties.

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11.7 The parties agree that for all claims brought to enforce the provisions of these TOS, the non-prevailing party will pay, and the court will award, the prevailing party’s reasonable attorneys’ fees and costs incurred in connection with such claims.