⦁ Services: Subject to the terms and conditions contained herein, Sync Ledgers shall provide Client the products and services set forth in the attached SCHEDULE A. In the event of a conflict between the terms contained in this Agreement and SCHEDULE A, the terms of this Agreement shall govern.
⦁ Non-Exclusive License: Subject to the terms and conditions contained herein, Sync Ledgers grants Client a limited, non-transferable, revocable, non-exclusive license to use the software, products and materials set forth in SCHEDULE A. The products and services set forth on SCHEDULE A, as well as any items licensed to Client, are collectively referred to herein as “the Services.” Client alone is the authorized user of the Services and Client may not allow any other person or entity (“Unauthorized Users”) to use the Services. Client must immediately report to Sync Ledgers any use or attempted use of the Services by any Unauthorized Users. Client may not, at any time, resell or re-license the Services to any Unauthorized User without the written consent of Sync Ledgers.
⦁ Cooperation. Client acknowledges and agrees that Sync Ledgers’ performance under this Agreement may depend heavily on ongoing collaboration, coordination and responsiveness by Client to Sync Ledgers’ requests for information, resources or materials. Client is responsible for promptly providing Sync Ledgers with information, resources or materials as Sync Ledgers may request from time to time.
⦁ Term & Termination: This Agreement shall become effective on the Effective Date and shall remain effective for an initial term of 1 year. The Agreement will then automatically renew for additional 1-year terms.
⦁ This Agreement may be terminated by either party at any time, for any reason or no reason, on 30 day’s written notice to the other. If Sync Ledgers determines, in its sole discretion, that Client has or may have violated the law with regard to Client’s marketing campaigns or its use of the Services, Sync Ledgers may immediately suspend or terminate this Agreement, along with Client’s access to the Products, without any notice.
⦁ Upon termination by either party, this Agreement shall immediately terminate and Client shall make no further use of the Services. The termination of this Agreement or any license granted hereunder shall not relieve either party of obligations arising prior to termination.
⦁ Fees and Payment Terms: Client agrees to pay the fees set forth on SCHEDULE B. Sync Ledgers shall invoice Client and Client agrees to pay such invoices in accordance with the terms set forth in SCHEDULE B. If an invoice is disputed, Client shall provide a detailed written notice of the disputed amount within three days of Client’s receipt of such invoice and Client shall pay the undisputed portion of the invoice when due. Sync Ledgers may assess a late charge at a rate of one-and-a-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, of the unpaid and undisputed amount not fully paid within thirty days after Client’s receipt of Sync Ledgers’ invoice. Such interest shall continue to accrue until any unpaid amount is fully paid. If Client fails to make any payment when due, Sync Ledgers reserves the right (without limiting its other rights or remedies) to immediately terminate this Agreement.
** In the event of termination or cancellation of the Services for any reason except for Client’s breach, unused fees related to such Services are subject to the following: (i) no refund shall be paid for the current months Services, regardless of the day Client cancels the Services; (ii) Sync Ledgers will retain and not be obligated to refund any pre-paid, but unused fees related to the Services. Client is not entitled to any refund for Sync Ledgers’ termination of the Services based upon Client’s breach.*
⦁ Compliance with Law: Client is required to use the Services in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international. By making any use of the Services, Client expressly warrants to Sync Ledgers g that Client is and shall continue to act in full compliance with the law. All Sync Ledgers offers are void where prohibited by law. Client agrees that Sync Ledgers may disclose information which relates to Client in order to comply with a judicial order, governmental order or otherwise as required by law.
⦁ No Legal, Financial or Tax Advice Provided: No financial, legal, or tax advice or counsel is given, or shall be deemed to have been given by Sync Ledgers or its affiliates and contractors.
⦁ Indemnification:
⦁ Indemnification by Sync Ledgers: Sync Ledgers shall defend, indemnify, release and hold harmless Client and its directors, officers, employees, agents, affiliates, contractors, successors and assigns for any and all liabilities, damages, claims, suits, settlements, judgments, investigations, costs, and expenses (including reasonable attorney’s fees and court costs) arising out of any claim, suit, action, or proceeding (“Claims”) by a third party which are directly attributable to the gross negligence or willful misconduct of Sync Ledgers under this Agreement.
⦁ Indemnification by Client: Except as set forth in Section 8(a), Client agrees to defend, indemnify, release and hold harmless Sync Ledgers and its directors, officers, members, owners, employees, agents, affiliates, contractors, successors and assigns for any and all liabilities, damages, claims, suits, settlements, judgments, investigations, costs, and expenses (including reasonable attorney’s fees and court costs) arising out of any Claim that is related to, in any way, this Agreement, or to Client’s use of the Services, including without limitation any Claim related to an alleged violation of or failure to comply with, any federal, state or international mobile calling, DNC, TSR, TCPA or other applicable consent rules, laws or and regulations.
⦁ Indemnification Procedure. The party to be indemnified hereunder may then tender the defense of any such claim to the other, but shall cooperate with the indemnifying party in order to provide the indemnifying party with information and evidence needed in any such defense. The indemnifying party shall bear all related costs and expenses and shall promptly investigate and settle or otherwise resolve any such claim. The indemnifying party shall not settle any Claim without the indemnified party’s consent unless the settlement (i) fully releases the indemnified party from all liability and (ii) does not include any admission of wrongdoing on the part of the indemnified party.
⦁ Limitation of Liability: Neither party shall be liable, whether under tort, contract, negligence, strict liability or other legal or equitable theory, for any consequential, incidental, special, punitive or indirect damages (including, but not limited to, loss of profits, revenue, goodwill, use, data, or other intangible items) even if the other party has been advised of the possibility of such damages or losses. SYNC LEDGERS’ liability hereunder shall in no event exceed an amount equal to the amount actually paid by Client to SYNC LEDGERS in the month prior to a claim being made, regardless of the basis for the claim. Client understands that this is a significant limitation on Client right to sue SYNC LEDGERS, SYNC LEDGERS would not enter into this Agreement without this limitation on liability and Client should not proceed if Client does not agree. Sync Ledgers shall not be bound by any typographical or other error or misprint in its marketing materials or online purchase websites, so long as Sync Ledgers provides prompt notice of any such error and corrects the same, upon discovery.
⦁ Warranties: Except as otherwise provided herein, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR ANY PARTICULAR PURPOSE. SYNC LEDGERS MAKES NO WARRANTY OF ANY KIND AS TO THE RESULTS, ANY REVENUE OR PROFITS WHICH MAY BE OBTAINED FROM ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT.
⦁ Legal Relationship: By this Agreement, no agency, employment, ownership, partnership, or joint venture relationship is formed beyond that of independent contractors
⦁ Non-circumvention: Client agrees that during the term of this Agreement and for a period of one year after the expiration or earlier termination of this Agreement, without obtaining the prior written consent of Sync Ledgers, neither Client nor any of its affiliates, employees, directors or representatives (each, a “Restricted Person”) shall directly or indirectly, for itself or on behalf of another person or entity:
⦁ solicit for employment or otherwise induce, influence or encourage to terminate employment with Sync Ledgers (or an affiliate) or employ or engage as an independent contractor, any current or former employee of Sync Ledgers (or an affiliate) with whom the Restricted Person had contact or who became known to the Restricted Person in connection with the this Agreement or the Services being provided hereunder (each, a “Covered Employee”), except (i) pursuant to a general solicitation through the media that is not directed specifically to any employees of Sync Ledgers (or an affiliate), or (ii) if Sync Ledgers (or an affiliate) terminated the employment of such Covered Employee before the Restricted Person having solicited or otherwise contacted such Covered Employee or discussed the employment or other engagement of the Covered Employee; or
⦁ induce, influence or encourage, any client, contractor, affiliate, partner, vendor, supplier, technology provider, agent or other similar third party of Sync Ledgers (each, a “Customer or Supplier”) to make a deal with Client or otherwise become involved in any transaction similar to this Agreement or the Services performed by Sync Ledgers.
Client agrees that the duration and scope of the restrictions contained in this Section 13 are reasonable. Upon a determination that any term or provision of this Section 13 is invalid, illegal or unenforceable, the court may modify this Section 13 to substitute the maximum duration or scope legally permissible under such circumstances to the greatest extent possible to effect the restrictions originally contemplated by the parties hereto.
⦁ Non-disparagement. Each party agrees to not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the other party or its businesses, or any of its employees or officers, and existing and prospective customers, suppliers, investors and other associated third parties, now or in the future.
⦁ Confidentiality:
⦁ The parties agree that all information disclosed by either party, including without limitation information acquired by the parties from their respective employees or inspection of their respective property, relating to (without limitation) their respective marketing materials, vendors, services, products, designs, business plans, business opportunities, finances, research, development, know-how or personnel, and confidential information disclosed to each of them by third parties, shall be considered “Confidential Information”. This includes information that is either identified by a parties as confidential at the time of disclosure or should be understood by a reasonable person under the circumstances to be confidential in nature. The parties agree to maintain the confidence of the Confidential Information. Confidential Information may be written, oral, recorded or in any other media. The term Confidential Information includes, but is not limited to, all copies and reproductions, whether in whole or in part, of such information and materials.
⦁ All Confidential Information remains the property of the respective party and no license or other rights in the Confidential Information is granted hereby. The parties agree to return to the disclosing party immediately upon the other party’s written request, all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof. The receiving party agrees, except as may be required by law, that their respective officers, agents or employees will not duplicate, distribute, disclose, convey or in any other manner make available to unaffiliated third parties any Confidential Information.
⦁ The restrictions on the disclosure of Confidential Information shall not apply to Confidential Information which (I) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of a party; (II) is known by a party at the time of disclosure; (III) is independently developed by a party without the use of any Confidential Information; (IV) is lawfully obtained by a party from a third party without violation of a confidentiality obligation; or (V) a party agrees in writing that it may be disclosed. The parties expressly agree not to use the Confidential Information for purposes other than as contemplated by this Agreement.
⦁ The existence of this Agreement, the parties relationship and details of this contract along with all pricing, Services, clients, scripting, lists, technology, processes are Confidential Information.
⦁ Choice of Law & Venue: This Agreement shall be governed by and construed according to the laws of the State of Utah, without giving effect to normal choice-of-law and conflict-of-law principles. The parties agree that the courts in Utah County or Salt Lake County, State of Utah, shall have exclusive jurisdiction and venue over any legal dispute between the parties. The parties consent to such jurisdiction at this time. The prevailing party in any legal dispute between the parties shall be entitled to their reasonable attorney’s fees and court costs.
⦁ Other Important Disclaimers: Client is not purchasing a “franchise”, “business opportunity”, “strategic or targeted marketing plan”, or “exclusive territory” from Sync Ledgers. Client understands that some of the Services involve complex processes and technology, and that it may take time, effort, and skill to install, understand, and operate these products. Even though Client’s system or process may be designed to operate 24 hours a day, Client should be aware that the Services may be inaccessible or out of service periodically for backups, maintenance, improvements, or difficulties such as power outages, telephone line problems, hardware/software malfunctions, etc. Sync Ledgers will not be liable for any lost revenue, lost profits, advertising, or additional expenses due to loss of data, hardware/software problems, or for any reason. Client is aware there will be limitations as to the size of the software applications and to the number of telephone lines that can be used, due to hardware and software limitations. Sync Ledgers does not make any claims or guarantees that Client will bring in any revenue nor operate any profitable services or businesses by using the Services sold by Sync Ledgers. The suggestions, ideas, and techniques offered by Sync Ledgers are not guaranteed to bring success. The success of the Client will be affected by many factors, including, but not limited to, his or her efforts and competence.
⦁ Notices. All notices which may or shall be given under this Agreement shall be made in writing by certified mail, courier or email to the address mentioned above or to such addresses as are otherwise designated in writing by the parties hereto. If either party changes its address for notices, written notification thereof shall be given to the other party.
⦁ Modification of Agreement. This Agreement may only be modified with the written consent of all parties.
⦁ Non-Waiver. The failure of any party to take an action under this Agreement or the waiver of a breach of this Agreement shall not affect the party’s rights to require performance hereunder or constitute a waiver of any subsequent breach.
⦁ Entire Agreement: This Agreement, along with any SCHEDULE, addendum or exhibit, incorporated by reference, constitutes the entire understanding and agreement of the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous communications, understandings and agreements, either written or oral. Client represents and acknowledges that in signing this Agreement Client has not relied upon any representation or statement (whether oral or written) made by Sync Ledgers or by any of Sync Ledgers’ employees, officers, or agents with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.
⦁ Severability: In the event that any one of the provisions contained in this Agreement should be found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired by such a finding.
⦁ Survival: Any provision of this Agreement, which by its nature, would naturally survive the termination of this Agreement, shall expressly survive any termination, including without limitation, those provisions related to indemnity, compliance with law, intellectual property, non-circumvention and notices.

WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date:
Sync Ledgers, LLC

Signature:
Name:
Title: Client

Signature:
Name:
Title:

SCHEDULE A

Description of the Services and Special Terms and Conditions

Accounting Services:

Transaction processing:
⦁ Accounts Receivable and Accounts Payable management
⦁ Sales Invoicing
⦁ Daily deposit verification

Financial reporting:
⦁ Financial Statement preparation- Balance sheet & Income Statement
⦁ Any other custom reporting needs.

Month-end close:
⦁ Account reconciliations for your bank accounts, credit cards
⦁ Month end reconciliations for other accounts
⦁ Fixed asset reporting

Financial planning and analysis:
⦁ Sync Ledgers US professionals may assist with budgeting and forecasting, oversight of internal controls and more

Many Custom Packages available for your needs

SCHEDULE B

Fees and Payment Terms

Accounting Service Fees