Accounting Partner Policy

YELLOW LABS SOFTWARE, INC. DBA ACCOUNTINGSUITE

This ACCOUNTING PARTNER POLICY (the “Accounting Partner Policy“) applies to all of our Accounting Partners (as that term is defined in our End-User Agreement). This Accounting Partner Policy is a legal agreement between you and the Company and describes the terms governing your use of our Services as an Accounting Partner. By accepting electronically, installing, accessing or using our Services by clicking any button marked “I Accept,” “I Agree,” “You Agree,” “You Accept” or similar when using acting as an Accounting Partner: (a) you agree to be bound by this Accounting Partner Policy and all of our other Terms of Service and (b) you further agree that any of your Authorized Users acting as an Accounting Partner on your behalf will also be bound by this Accounting Partner Policy and all of our other Terms of Service. IF YOU DO NOT AGREE TO THIS ACCOUNTING PARTNER POLICY, THEN YOU ARE PROHIBITED FROM USING OUR SERVICES AS AN ACCOUNTING PARTNER.

This Accounting Partner Policy forms part of our Terms of Service. See our End-User Agreement for additional terms governing your use of our Services generally. Capitalized terms used herein but not defined shall have the meanings assigned to them in our End-User Agreement.

IF YOU HAVE QUESTIONS ABOUT THIS ACCOUNTING PARTNER POLICY, PLEASE CONTACT THE COMPANY AT THE FOLLOWING EMAIL ADDRESS: support@accountingsuite.com.

  1. Applicability of Terms of Service. Your use of our Services as an Accounting Partner makes you one of our End-Users. As such, you acknowledge and agree that our entire Terms of Service (including our End- User Agreement and our Privacy Policy) apply to you and your use of our Services.

  2. Registration. As a prospective Accounting Partner, you may be required to undergo a special registration process. You represent and warrant that any information you provide to us during this registration process is true and correct. You acknowledge and agree that we may deny your registration as an Accounting Partner for any reason, in our sole discretion. You further acknowledge and agree that if we deny your registration, we are under no obligation to inform you as to the reasons for such denial.

  3. Subscription and Fees. Your registration as an Accounting Partner may require your subscription to an AccountingSuite Subscription with different terms or fees.

  4. Additional Agreement. You may be required to execute a separate agreement with us to use our Services as an Accounting Partner.

  5. Your Agreement with Your Accounting Clients.

    1. Any agreement you make with your Accounting Client is solely your responsibility. We are not responsible for fulfilling any terms of such agreements. You agree that you will not make any agreement with your Accounting Client in contravention of our Terms of Service (including this Accounting Partner Policy) and that any provisions of such agreement purporting to do so shall be null and void.

    2. We are not responsible for any fees that you may charge your Accounting Clients, nor do we have any responsibility to collect such fees on your behalf, unless we have agreed to provide such a feature to you in your Accounting Suite Subscription. You agree to identify any fees you charge your Accounting Clients separately from any fees we may charge.

    3. Upon our request, you agree to provide us with either (a) a copy of your agreement with your Accounting Client authorizing your access to such client’s Accounting Data or (b) a written statement from your Accounting Client informing us of such authorization.

  6. Access to Accounting Client Data.

    1. Ownership. Your Accounting Client’s Accounting Data belongs to that Accounting Client. Under no circumstances may you use such data in a way that would be harmful or detrimental to that client without that client’s full knowledge and express permission.

    2. Client Authorization. You may use our Services to access your Accounting Client’s Personally Identifiable Information and User Data only to the extent that your client has authorized and permitted you such access. You agree to notify your Accounting Clients (or their parents or guardians) of our Terms of Services, including our Privacy Policy and our Accounting Partner Policy.

    3. Confidentiality. You may not disclose any of your Accounting Client’s User Data to third parties without such client’s permission, other than your employees, agents, subcontractors and advisors with a need to know and for whom you agree to remain responsible under our Terms of Service. Any Person to whom you disclose your Accounting Client’s User Data to must be bound to a duty of confidentiality (by agreement or otherwise) to you at least as great as your duty to your Accounting Client.

    4. No Sharing of Client Data. You may not share User Data between your Accounting Clients. You must treat your Accounting Clients’ User Data as confidential as against each other.

    5. Removal of Client Data. You may not remove or delete your Accounting Client’s User Data from our Services without the permission of that client. If we are directed by your Accounting Client to remove that client’s User Data, we will remove such data in accordance with Section 7.2 of our Privacy Policy. In such case, we may, but are not required to notify you, at our sole discretion.

  7. Use of Subcontractors. If you make use of subcontractors when acting as an Accounting Partner, then you agree to require that your subcontractors comply with our Terms of Service, including our Accounting Partner Policy. You also shall ensure that these subcontractors only have access to your Accounting Client’s User Data only during the duration of their contract with you.

  8. Prohibited Uses. To the extent applicable, Section 5 (Prohibited Uses) of our End-User Agreement applies to your use of our Services as an Accounting Partner. Furthermore, unless otherwise stated to you by us in writing, you agree not to use, nor permit any third party to:

    1. Use your Accounting Client’s data in any way which violates our Terms of Service or Applicable Laws and/or Rules;

    2. Represent yourself (either through statements or actions) as an agents or representative of the Company;

    3. Create false or non-existent Accounting Clients;

    4. Use any Person’s Personally Identifiable Information without that Person’s permission; and/or

    5. Permit any third party to scrape, access, store or use any of your Accounting Client’s User Data for any purpose not directly related to your advertised service offerings or your agreement with your Accounting Client.

  9. Application to your Accounting Client. All of our Terms of Service, including our End-User Agreement and our Privacy Policy, apply to your Accounting Clients. To the extent that your Accounting Clients’ interaction with our Services is under your control, you agree to ensure that your Accounting Clients comply at all times with our Terms of Service.

  10. Indemnification. In addition to the indemnification provision of Section 21 of our End-User Agreement, you agree to indemnify and hold the Company and our Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of (a) your use of our Services as an Accounting Partner, (b) your use of your Accounting Clients’ User Data, including their Personally Identifiable Information, (c) your violation of any of your Accounting Clients’ rights or any contractual agreement (whether written, oral or otherwise) you may have with your Accounting Clients, (d) any breach by you of your Accounting Clients’ confidentiality, (e) your provision of goods or services to your Accounting Clients or your relationship generally with your Accounting Client, (f) your failure to secure your user account or password or (g) your breach of our Terms of Service, including this Accounting Partner Policy (collectively referred to as “Claims”). You also agree to indemnify the Company and its Affiliates to the same extent and for the same causes for (x) actions taken or not taken by your Authorized Users, (y) actions taken or not taken by your Accounting Clients to the extent under your control and/or (z) any suit or cause of action brought by any of your Accounting Clients as a result of your performance as an Accounting Partner. The procedure for such indemnification may be found in Section 21 of our End- User Agreement.

  11. Support. You agree to act as primary support for your Accounting Clients who are not our Registered Users. You may escalate issues on behalf of your clients to us in accordance with Section 7 of our End- User Agreement.

  12. Disclaimer of Warranties. To the extent applicable, our disclaimer of warranties under Section 19 applies to: (a) your use of our Services as an Accounting Partner and (b) your Accounting Clients’ use of our Services.

  13. Termination.

    1. The Company may, in its sole discretion and without notice and in whole or in part, restrict, deny, suspend or terminate this Accounting Partner Policy and your ability to use our Services as an Accounting Partner effective at any time, in whole or in part, for: (a) any reason your use of our Services may be terminated under any portion of our Terms of Service, (b) any breach by you of this Accounting Partner Policy, (c) any violation by you of your Accounting Clients’ confidentiality, (d) any violation of any of your Accounting Clients’ rights or any contractual agreement you may have with such clients, (e) the termination of your role as an Accounting Partner by any or all of your Accounting Clients or (f) to protect the interests or data of your Accounting Clients. The following Sections of this Accounting Partner Policy shall survive its termination: Sections 1 and 5 through 15.

    2. UPON TERMINATION OF THIS ACCOUNTING PARTNER POLICY, YOUR ACCESS TO YOUR ACCOUNTING CLIENTS’ USER DATA WILL IMMEDIATELY BE TERMINATED.

  14. Representations and Warranties. You represent and warrant that: (a) you have obtained all consents (including parental or guardian consents) necessary from each of your Accounting Clients to authorize your access to such client’s User Data and (b) that you have obtained any licenses or certifications required by Applicable Laws and/or Rules for you to perform as an Accounting Partner for your Accounting Clients.

  15. Relationship Between the Parties. Nothing in this Accounting Partner Policy shall be construed to create a partnership, joint venture or agency relationship between you, us and/or your Accounting Clients, or to create an employment relationship between you, us and/or your Accounting Clients.

SEE OUR END-USER AGREEMENT FOR ADDITIONAL TERMS GOVERNING YOUR USE OF OUR SERVICES GENERALLY.