1. Definitions.

1.1 “Advance” means the cash amount provided to a Customer by ZipBooks for purchased Invoices that are submitted through the Advance Service. 1.2 “Advance Agreement” means a contractual agreement between ZipBooks and a Customer approved for the Advance Service by ZipBooks, which sets forth the provisions and conditions of ZipBooks’ purchase of a Customer’s Invoices. 1.3 “Advance Service” means a transaction involving the purchase and sale of Invoices, whereby ZipBooks purchases all right, title, and interest to a Customer’s outstanding Invoices with limited recourse to the Customer, in exchange for providing the Customer (i.e. “seller”) with an Advance in an amount equal to the aggregate dollar amount of the purchased Invoices. 1.4 “Customer,” “you”, or “your” means a Business that has created an Account for use of the Service, and has been approved for a specific Service by ZipBooks, as well as the individuals authorized to use the Account or Service on the Customer’s behalf. 1.5 “Dispute” means any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and ZipBooks including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, ZipBooks advertising, and any use of ZipBooks software or services. “Dispute” also includes any claims that arose before these Terms of Use and that may arise after termination of these Terms of Use. 1.6 “Invoice” means the outstanding invoices the Customer generates as part of its typical business activity. 1.7 “Services” means your use of ZipBooks’ products, software, services and web sites and is subject to the terms of a legal agreement between you and ZipBooks. This document explains how the agreement is made up, and sets out some of the terms of that agreement. 1.8 “Site” means Zipbooks’ products and services located on ZipBooks web sites and servers, including but not limited to https://zipbooks.com, https:app.zipbooks.com, https:api.zipbooks.com, and https://developer.zipbooks.com. 1.9 These Terms of Service form a legally binding agreement between you and ZipBooks in relation to your use of the Services. It is important that you take the time to read them carefully. This legal agreement is referred to below as the “Terms.” 1.10 “ZipBooks,” “we,” “us” or “our” means Phlo, Inc. d/b/a ZipBooks, whose principal place of business is at 195 W Main Street Lehi, UT 84043, United States.

2. Accepting the terms.

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. By visiting this Site, and/or applying to use, or using, the Service, you acknowledge and agree that you have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with ZipBooks. If you do not agree to comply with and be bound by these Terms, please do not accept these Terms or visit, access or use the Site and/or Service. 2.2 You can accept the Terms by: (A) clicking to accept or agree to the Terms, where this option is made available to you by ZipBooks in the user interface for any Service; or (B) by actually using the Services. In this case, you understand and agree that ZipBooks will treat your use of the Services as acceptance of the Terms from that point onwards. 2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with ZipBooks, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services. 2.4 Before you continue, you should print off or save a local copy of the Terms for your records.

3. ZipBooks advance service.

3.1 ZipBooks’ Advance Service is a component of ZipBooks’ Services, and therefore, Customers utilizing either are subject to these Terms. However, the provisions and conditions of the Advance Service shall be governed by an Advance Agreement. This Agreement must be properly executed before the Advance Service may be utilized, and will be provided to Customers in conjunction with ZipBooks’ approval of the appropriate transaction contemplated. 3.2 While any person can access the Site, the Service is only intended for use by businesses, companies and organizations (each a “Business”). The Service is not intended for use by individuals in their personal capacity. You will not use the Service for personal, household, or family purposes. An individual may only apply to use, and use, the Service on behalf, and with the authorization, of a Business. 3.3 The ZipBooks’ Advance Service is currently only provided for Businesses in the United States. If your Business is not located in the United States then please do not apply for ZipBooks’ Advance Service.

4. Language of the terms.

4.1 Where ZipBooks has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with ZipBooks. 4.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

5. Provision of the services by ZipBooks.

5.1 ZipBooks is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which ZipBooks provides may change from time to time without prior notice to you. 5.2 As part of this continuing innovation, you acknowledge and agree that ZipBooks may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at ZipBooks’ sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform ZipBooks when you stop using the Services. 5.3 You acknowledge and agree that if ZipBooks disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. 5.4 You acknowledge and agree that while ZipBooks may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by ZipBooks at any time, at ZipBooks’ discretion.

6. Use of the services by you.

6.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to ZipBooks will always be accurate, correct and up to date. 6.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). 6.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by ZipBooks, unless you have been specifically allowed to do so in a separate agreement with ZipBooks. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services. 6.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). 6.5 Unless you have been specifically permitted to do so in a separate agreement with ZipBooks, you agree that you will not reproduce, duplicate, copy, attempt to create a substitute or similar service through use of or access to, sell, trade or resell the Services for any purpose. 6.6 You agree that you are solely responsible for (and that ZipBooks has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which ZipBooks may suffer) of any such breach. 6.7 We do not assume any responsibility for special processing or handling of data that might be considered “sensitive” or otherwise “regulated” by particular laws. You specifically consent to our processing of data that you upload to the Service with no special handling, and you agree that you will not, and will use commercially reasonable efforts to make sure a third party does not, use the Services to store or transfer any data that is controlled for export under any export or reexport control law or regulation, or is otherwise subject by law to special processing restrictions (for example, privacy, financial services, and health information laws and regulations). 6.8 You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms. 6.9 In order to use the Advance Service, a Business must create an account that has been approved for the Advance Service (“Account”). You may only create an Account if you do so on behalf of a Business. If you create an Account on behalf of a Business then you represent and warrant that you are over the age of 18 years and have full authority to: (i) bind said Business to these Terms (if it has not already done so); and (ii) use the Advance Service on behalf of the Business that you are registering the Account for. If you do not have the foregoing authority you must not create an Account or apply to use, or access or use, the Advance Service on behalf of the Business. 6.10 If you create an Account for a Business then the Business will become our Customer. Please be aware that these Terms are a binding legal agreement between the Customer named in the Account and ZipBooks. 6.11 We reserve the right in our sole discretion to refuse to approve the creation of an Account. 6.12 Customer must not allow anyone other than its authorized employees or agents acting on its behalf (“Authorized User”) to access and use its Account. Customer acknowledges and agrees: (i) to provide accurate and complete Account and login information when creating an Account; (ii) to keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) that Customer remains solely responsible and liable for the activity that occurs in connection with Customer’s Account, (iv) that if separate login details are provided for different Authorized Users then the login details for each Authorized User may only be used by that Authorized User, and that multiple people may not share the same login details; and (v) to promptly notify ZipBooks in writing if Customer becomes aware of any unauthorized access or use of its Account or the Service. If Customer wishes to delete its Account Customer may send an email request to ZipBooks at help@zipbooks.com. 6.13 You agree not to use a Customer’s account without its express permission and authorization to do so.

7. Third party software products.

7.1 Connection and interaction. The Service may enable Customer to select and connect or interact with a third party software product, such as a bank integration or credit card processing, that Customer is using (each a “Third Party Software Product”). In order to connect or interact with a specific Third Party Software Product, Customer will need to have, and actually be signed-in to, an active user account for that Third Party Software Product (each a “Third Party Software Product Account”). Customer is solely responsible for: (i) registering Customer’s Third Party Software Product Account; (ii) keeping Customer’s Third Party Software Product active; (iii) Customer’s choice to connect, interact with and use Customer’s Third Party Software Product; and (iv) the payment of any Third Party Software Product fees to the provider of the Third Party Software Product in connection with Customer’s use of the Third Party Software Product. We are not affiliated with, have no control over, and assume no responsibility for, the policies or practices of any Third Party Software Product or Third Party Software Product provider. Customer acknowledges and agrees to review and be bound by the terms of use and privacy policy of any Third Party Software Product that Customer uses and connects with, and Customer agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from Customer’s use of, and/or connection to, a Third Party Software Product. 7.2 Authorization. If Customer chooses to connect or interact with a Third Party Software Product then Customer: (i) hereby grants us authorization to access Customer’s Third Party Software Product Account in accordance with the rules for doing so prescribed by the Third Party Software Product provider; and (ii) agrees to cooperate with us and provide any information that we or the Third Party Software Product provider may request in order to enable us to access Customer’s Third Party Software Product Account. We will only access and use Customer’s Third Party Software Product in order to: (i) perform Background Checks (please see Section 8 (Background Checks) below, for more information about this); and (ii) provide the Service to Customer. 7.3 Data. If Customer connects or interacts with a Third Party Software Product then we will collect certain data and materials from that Third Party Software Product (“Third Party Software Product Data”). We only collect Third Party Software Product Data that the Third Party Software Product provider enables us to collect by utilizing the Third Party Software Product provider’s “connect” tool. If we collect Third Party Software Product Data then we may use it to: (i) perform Background Checks on Customer; and (ii) provide the Service to Customer (collectively, “Data Uses”). Customer hereby provides its express consent for us to collect and use Customer’s Third Party Software Product Data for the purpose of performing the Data Uses. Please also see Section 8 (Customer Data), below, which includes additional information about our collection and use of Third Party Software Product Data. 7.4 ZipBooks credentials. If we provide Customer with any ZipBooks credentials, identification or other information to enable Customer to connect with a Third Party Software Product, Customer agrees not to use said information for any purpose except to connect to the Third Party Software Product as part of Customer’s participation in the Service. 7.5 Customer acknowledges that any failure to take any of the steps described in Sections 6.1 (Connection and Interaction), 6.2 (Authorization), and 6.3 (Data) of these Terms, above, may restrict us from enabling a connection or interaction with Customer’s Third Party Software Product Account and may prevent Customer from being able to apply for and/or use our Service. 7.6 Third-Party Payment Processing with WePay: ZipBooks offers WePay, Inc. (“WePay”) as one of our third-party payment processors. In order for you to use WePay’s payment processing services, you must register with WePay as a merchant. WePay’s terms of service (the “WePay Terms”) explain that process, and are available here: https://go.wepay.com/terms-of-service-us. WePay’s Privacy Policy is available here: https://go.wepay.com/privacy-policy-us By accepting these Terms, you agree that you have reviewed the WePay Terms and Privacy Policy for the country in which you are located and agree to them. Please note that we are not a party to the WePay Terms or Privacy Policy and that we have no obligations or liability to you under the WePay Terms or Privacy Policy or for any services that WePay provides to you. If you have questions regarding WePay or the WePay Terms or Privacy Policy, please contact WePay at https://support.wepay.com/hc/en-us.

8. Customer data.

8.1 Customer may choose to provide, transmit, upload, import or make accessible certain data, including without limitation Third Party Software Product Data, to us (collectively, “Data”) for us to use in connection with the Service. We will only use Customer’s Data to perform Background Checks on the Customer and to provide our Service to the Customer (the Data Uses, as defined above). Customer hereby provides its express consent for us to collect and use Customer’s Data for the purpose of performing the Data Uses. Customer retains ownership of its Data. 8.2 We follow generally accepted industry standards to protect the security and confidentiality of Data. We will maintain any personally identifiable information that we collect and/or receive in accordance with our Privacy Policy which is available at http://www.ZipBooks.com/privacy. Notwithstanding any other provision herein, Customer agrees that we may use aggregate Data that is anonymous and is not personally identifiable in order to evaluate, develop and improve the Service and our products and services and for the other purposes set forth in our Privacy Policy. 8.3 Customer represents and warrants that: (i) it owns or has obtained the right to all of the intellectual property rights subsisting in its Data, and has the right to provide ZipBooks the license granted herein to such Data; (ii) Customer’s Data is accurate, current and complete; (iii) Customer’s Data is not misleading or false; and (iv) Customer’s Data does not infringe on or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party. Customer shall remain solely responsible and liable for its Data, including without limitation for our reliance upon Customer’s Data in order to perform Background Checks and to provide the Service to Customer, and Customer agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from the foregoing. 8.4 Customer acknowledges that: (i) the Service does not operate as an archive or file storage service and we do not store all of the Data that Customer may provide, upload, import, or otherwise generate during Customer’s use of the Service; (ii) Customer is solely responsible for the backup of its Data; and (iii) Customer will lose access to any Data that Customer deletes.

9. Background checks.

If Customer registers an Account with ZipBooks, Customer hereby agrees and consents that we may perform an initial background check (and subsequent periodic follow-up checks) on Customer and any of its directors and officers to help us determine Customer’s suitability for a Service and/or ZipBooks’ Business Financing Service or whether ZipBooks is willing to approve the purchase of the Customer’s Invoices through the Advance Service from us (each a “Background Check”). Each Background Check may, without limitation, include a review of: (i) Customer’s Data; (ii) credit history; (iii) whether Customer, or any of its directors and officers, has any state or federal convictions and criminal records; (iv) information that is publicly available about Customer and/or any of its directors and officers; (v) information that we obtain from third party service providers; and (vi) whether Customer, or any of its directors and officers, have ever been declared bankrupt. Customer agrees to cooperate with ZipBooks with respect to Background Checks and shall promptly, upon request, provide (or sign) any information, documentation and/or consent that we may require to perform a Background Check. For the avoidance of doubt, Customer is responsible to obtain and maintain the consent of its directors and officers for us to perform a Background Check on them (solely for the purposes set forth in these Terms), and will defend, indemnify and hold us harmless from any failure by Customer to do so. Customer acknowledges that any failure to provide the foregoing information and said cooperation may preclude Customer from being: (i) able to sell its Invoices to us through our Advance Service.

10. Fees & payment.

Customers approved for the Advance Service will be required to pay certain fees. Specifically, the Customer’s timely payment of applicable clearing fees in accordance with the provisions of the Advance Agreement will be required to complete the purchase and sale of Invoices. Failure to make a scheduled payment will terminate the Advance Service and repayment in full with be due upon demand.

11. Restrictions.

You shall not, and shall not permit any third party to: (i) copy, distribute or modify any part of the Services or to copy, use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (ii) decompile, disassemble, reverse-engineer, or derive or attempt to derive the source code form of, the Services; (iii) disrupt any servers or networks connected to the Services; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Services; (v) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Services; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on the Services; (vii) use the ZipBooks name, logo or trademarks without our prior written consent; (viii) use the Services to develop a competing service or product; and/or (ix) use the Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms.

12. Your passwords and account security.

12.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. 12.2 Accordingly, you agree that you will be solely responsible to ZipBooks for all activities that occur under your account. 12.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify ZipBooks immediately at help@zipbooks.com.

13. Privacy and your personal information.

13.1 For information about ZipBooks’ data protection practices, please read ZipBooks’ privacy policy at https://zipbooks.com/privacy. This policy explains how ZipBooks treats your personal information, and protects your privacy, when you use the Services. 13.2 You agree to the use of your data in accordance with ZipBooks’ privacy policies.

14. Proprietary rights.

14.1 You acknowledge and agree that ZipBooks (or ZipBooks’ licensors) and its resellers own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by ZipBooks or its resellers and that you shall not disclose such information without ZipBooks’ prior written consent. 14.2 Unless you have agreed otherwise in writing with ZipBooks, nothing in the Terms gives you a right to use any of ZipBooks’ or its resellers’ trade names, trade marks, service marks, logos, domain names, and other distinctive brand features. 14.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with ZipBooks, then you agree that your use of such features shall be in compliance with that agreement, and any applicable provisions of the Terms. 14.4 Other than the limited license set forth in Section 14, ZipBooks acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services. Unless you have agreed otherwise in writing with ZipBooks, you agree that you are responsible for protecting and enforcing those rights and that ZipBooks has no obligation to do so on your behalf. 14.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. 14.6 Unless you have been expressly authorized to do so in writing by ZipBooks, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

15. Publicity.

15.1 Content and Marks. The: (i) text, documents, articles, blogs, descriptions, graphics, photos, sounds, videos and interactive features on the Site and Service (collectively, the “Materials”), (ii) Site and Service products, services and software (collectively, the “Software”, and together with the Materials, the “Content”), and (iii) the trademarks, service marks and logos contained therein (“Marks”), are the property of ZipBooks and our affiliates and/or our licensors and may be protected by applicable copyright or other intellectual property laws and treaties. The Content does not include your Data. ‘ZipBooks,’ the ZipBooks logo, “Better bookkeeping. Instant payment.,” “invoice instant payment,” and other marks are Marks of ZipBooks. All other trademarks, service marks, and logos used on the Site and Service are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Services and the Content. 15.2 Use of Content. The Content on the Services is provided to you on an ‘as is’ and ‘as available’ basis. The Content on the Service is for your use of the Service only, and the Content on the Site is for your informational and personal use only. The Content may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent or as expressly permitted herein. If you download or print a copy of any Content you must retain all copyright and other proprietary notices contained therein. 15.3 If you have a ZipBooks account, ZipBooks may identify you as a customer on our site or in our customer list, blogs, and other public communications. To request removal of this identification, please notify us in writing at help@zipbooks.com or by sending a letter to ZipBooks’ address which is found at the beginning of these Terms. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to do so and why.

16. License from ZipBooks.

16.1 ZipBooks gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by ZipBooks as part of the Services as provided to you by ZipBooks (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ZipBooks, in the manner permitted by the Terms. 16.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by ZipBooks, in writing. 16.3 Unless ZipBooks has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

17. Software updates.

The Software which you use may automatically download and install updates from time to time from ZipBooks. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit ZipBooks to deliver these to you) as part of your use of the Services.

18. Ending your relationship with ZipBooks.

18.1 The Terms will continue to apply until terminated by either you or ZipBooks as set out below. 18.2 If you want to terminate your legal agreement with ZipBooks, you may do so by (a) notifying ZipBooks at any time and (b) closing your accounts for all of the Services which you use, where ZipBooks has made this option available to you. Your notice should be sent, in writing, to ZipBooks’ address which is set out at the beginning of these Terms. 18.3 ZipBooks may at any time, terminate its legal agreement with you: (A) if you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) if ZipBooks is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (C) if ZipBooks is transitioning to no longer providing the Services to users in the area in which you are resident or from which you use the service; or (D) if the provision of the Services to you by ZipBooks is, in ZipBooks’ opinion, no longer commercially viable. 18.4 Nothing in this Section shall affect ZipBooks’ rights regarding provision of Services under Section 4 of the Terms. 18.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and ZipBooks have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 23.6 shall continue to apply to such rights, obligations and liabilities indefinitely. 18.6 If your ZipBooks account is canceled, your information on our servers may be deactivated but not deleted. We do not actively delete your profile information, for example your name and email address. Any content that you do not wish to remain on our servers after ending your relationship with ZipBooks should be deleted prior to closing your account.

19. EXCLUSION OF WARRANTIES.

19.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 16 AND 17, SHALL EXCLUDE OR LIMIT ZIPBOOKS’ WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, ZIPBOOKS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SERVICES. 19.2 ZIPBOOKS DOES NOT OPERATE AS A BROKER OR AN ACCOUNTING, FINANCIAL OR INVESTMENT PLANNER OR ADVISOR. WE DO NOT PROVIDE FINANCIAL, BUSINESS, ACCOUNTING, SECURITIES, TAX OR LEGAL ADVICE. YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK. 19.3 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” 19.4 IN PARTICULAR, ZIPBOOKS AND ITS LICENSORS AND RESELLERS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED. 19.5 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 19.6 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZIPBOOKS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. 19.7 ZIPBOOKS AND ITS LICENSORS AND RESELLERS FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

20. LIMITATION OF LIABILITY.

20.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 19.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZIPBOOKS AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY CHANGES WHICH ZIPBOOKS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (III) YOUR FAILURE TO PROVIDE ZIPBOOKS WITH ACCURATE ACCOUNT INFORMATION; (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; 20.2 THE LIMITATIONS ON ZIPBOOKS’ LIABILITY, AND THAT OF ITS LICENSORS AND RESELLERS, TO YOU IN PARAGRAPH 17.1 ABOVE SHALL APPLY WHETHER OR NOT ZIPBOOKS, ITS LICENSORS OR RESELLERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

21. Indemnity.

You agree to defend, indemnify and hold harmless ZipBooks and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Services; and/or (ii) your violation of these Terms.

22. Survival.

All provisions of these Terms that by their nature extend beyond the expiration or termination of these Terms, including, without limitation, 11 (Restrictions), Sections 13 (Privacy and your personal information), 14 (Intellectual Property Rights), and 19 (Exclusion of warranties) to 31 (General legal terms).

23. Independent contractors.

You and ZipBooks are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and ZipBooks. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of ZipBooks.

24. Assignment.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by ZipBooks without restriction or notification to you.

25. Disputes.

If a dispute of any kind arises between you and ZipBooks, you and ZipBooks agree that this Dispute will be resolved in accordance with the provisions set forth in this Section (Section 25: Disputes). Please read this Section carefully. It affects your rights and will impact how claims you and we have against each other are resolved. 25.1 Contact ZipBooks. If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction and, if we are unable to do so, provide you with a neutral and cost effective means of resolving the dispute quickly. Please contact ZipBooks support at help@zipbooks.com or by calling (415) 964-1947 from 9:00am to 5:00pm, Mountain Standard Time. 25.2 Governing law. These Terms and the relationship between you and ZipBooks shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its choice of law or conflict of laws principles that would require application of law of a different jurisdiction. 25.3 Agreement to arbitrate. You and ZipBooks each agree to arbitrate all Disputes that have arisen or may arise between you and ZipBooks. Notwithstanding that the Service is exclusively limited to use for Business purposes pursuant to Sections 4 and 5.1 above, in the event that your Dispute qualifies as a consumer-related dispute under the rules and procedure of the American Arbitration Association (AAA) (www.adr.org) (this includes disputes involving individuals whose transaction is intended for personal, family, or household use), you may elect to pursue your claims in your local small-claims court rather than through arbitration. 25.3.1 Prohibition of class and representative actions and non-individualized relief ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST ZIPBOOKS. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER ZipBooks USERS. 25.3.2 Arbitration procedures. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the AAA under its rules and procedures, including AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable) as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s website at http://www.adr.org. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Agreement to Arbitrate. Any arbitration hearing will occur in Lehi, Utah or another mutually agreeable location. If the value of the relief sought is $10,000 or less, you or ZipBooks may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and ZipBooks subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or ZipBooks, unless the arbitrator requires otherwise. The arbitrator shall not be bound by rulings in prior arbitrations involving different ZipBooks users, but is bound by rulings in prior arbitrations involving the same ZipBooks user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. For purposes of this arbitration provision, references to you and ZipBooks also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of ZipBooks services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in Lehi City and County of Utah, Utah or federal court for the Utah District. 25.3.3 Costs of arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, ZipBooks will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by ZipBooks should be submitted by mail to the AAA along with your Demand for Arbitration and ZipBooks will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, ZipBooks will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse ZipBooks for all fees associated with the arbitration paid by ZipBooks on your behalf that you otherwise would be obligated to pay under the AAA’s rules. 25.3.4 Severability. With the exception of any of the provisions in subsection 25.3 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if any provision of this Agreement to Arbitrate is invalid or unenforceable, the unenforceable provision shall be severed, and the remaining parts of the Agreement to Arbitrate shall be enforced. If a court decides that any of the provisions in subsection 25.3 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Terms, including all other provisions of Section 25 (Disputes), will continue to apply. 25.3.5 Limitation on time to initiate a dispute. Unless otherwise required by law, an action or proceeding by you related to any Dispute must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

26. Electronic signature.

With respect to these Terms, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

27. Other content.

27.1 The Services may include hyperlinks to other web sites or content or resources. ZipBooks may have no control over any web sites or resources which are provided by companies or persons other than ZipBooks. 27.2 You acknowledge and agree that neither ZipBooks nor its licensors or resellers are responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. 27.3 You acknowledge and agree that neither ZipBooks nor its licensors or resellers are liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

28. Changes to the terms.

28.1 ZipBooks may make changes to the Terms from time to time. When these changes are made, ZipBooks will make a new copy of the Terms available at https://zipbooks.com/terms. 28.2 You understand and agree that if you use the Services after the date on which the Terms have changed, ZipBooks will treat your use as acceptance of the updated Terms. However, any Dispute that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the Dispute arose.

29. Information description.

We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Services is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.

30. Disclosure.

We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Services, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of ZipBooks, its users or the public. 31.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals. 31.2 The Terms constitute the whole legal agreement between you and ZipBooks and govern your use of the Services (but excluding any services which ZipBooks may provide to you under a separate written agreement), and completely replace any prior agreements between you and ZipBooks in relation to the Services. 31.3 You agree that ZipBooks may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. 31.4 You agree that if ZipBooks does not exercise or enforce any legal right or remedy which is contained in the Terms (or which ZipBooks has the benefit of under any applicable law), this will not be taken to be a formal waiver of ZipBooks’ rights and that those rights or remedies will still be available to ZipBooks. 31.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. 31.6 The Terms, and your relationship with ZipBooks under the Terms, shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. You and ZipBooks agree to submit to the exclusive jurisdiction of the courts located within Salt Lake County, Utah to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that ZipBooks shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.