FOURLANE SERVICES AGREEMENT

Terms & Conditions

FOURLANE SERVICES AGREEMENT

This Service (SaaS) Agreement (this “Agreement”) applies when You (“Customer”) use the Services as described below. Throughout this Agreement, Fourlane, Inc., a corporation with offices located at 7000 N Mopac Expwy, 2nd Fl, Austin, TX 78731 is referred to as “Company”. “Customer” or “You” includes the legal entity or an individual user for the Services. Company and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT WHEN YOU EXECUTE AN ORDER (DEFINED BELOW) THAT REFERENCES THIS AGREEMENT OR RELATES TO THE SERVICES, INCLUDING ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

  1. Intuit SaaS Services (Company as Reseller). When Company acts as a reseller of Intuit SaaS services, Customer is bound by the terms set forth in this Section 2.
    • Intuit Services. For all Intuit services, the Intuit Global Privacy Statement found at https://www.intuit.com/privacy/statement/ (“Intuit Privacy Statement”). Customer agrees that the Intuit Privacy Statement governs the way Intuit process Personal Data (as defined therein) provided to Intuit as part of the applicable services.
    • Intuit Terms. For all IES subscriptions, the applicable terms of service found at https://www.intuit.com/legal/terms/en-us/enterprise-suite/online (“IES TOS”). Customer agrees that it is bound by IES TOS. When Customer subscribes to IES, Customer may have access to certain products within the Intuit Platform (“Attached Products”). Customer’s use of any such Attached Products is governed by the Section B Terms of the QuickBooks Online Terms of Service found at https://www.intuit.com/legal/terms/en-us/quickbooks/online/ (“QuickBooks Online Terms”) and/or the Mailchimp’s Standard Terms of Use https://mailchimp.com/legal/terms/ (“Mailchimp Terms”, together with the QuickBooks Online Terms and IES TOS, the “Intuit Terms”) that is applicable to that Attached Product.
    • Changes. From time to time, Intuit may modify the Intuit Terms, adding new terms necessary for new or updates to existing features. If Customer continues to use the SaaS Service, it is considered acceptance of such new or modified Intuit Terms.
    • Downgrades. If the Order includes QuickBooks, Customer may not downgrade its primary to a different QuickBooks (online or desktop) other than what is set forth in the Order for the Order Term. Customer may downgrade an Attached Product from an additional entity account, but it will not change the amounts owed or due under the Order and it will not impact the IES subscription.
    • MailChimp. If the Order contains a subscription for Mailchimp, the cost for these services will depend on the selected options and number of contacts registered. Please note that Customer may receive a separate invoice for Mailchimp services, distinct from the other services listed in the Order. Some Mailchimp services may be offered outside the scope of this Agreement, which could result in Additional Charges. If Customer’s need to modify its Order, such changes may not include any discounts for which Customer previously qualified. While Mailchimp Terms will govern specific aspects for Customer’s service usage, Customer acknowledges and agrees that (i) all payment terms, prices, and billing processes will be governed by the IES TOS and this Agreement, and (ii) Customer will not have the ability to pause, suspend or cancel the Mailchimp account within the Order Term.
    • Fair Credit Reporting Act. To the extent Customer interacts with QuickBooks, Customer agrees and acknowledges that information about the owner of Customer and/or owner(s) of each Additional Entity (collectively, “Business Owners”) is required in connection with onboarding and/or maintenance or use of certain products under this Agreement. By executing this Agreement, Customer provides and represents it have the authority to provide Intuit Inc. and QuickBooks written instructions to obtain and periodically refresh its consumer report information and/or the consumer report information for all Business Owners in order to determine eligibility for Intuit’s money movement and financial services as well as to maintain and enhance Intuit’s relationship, including marketing and eligibility uses. Customer further acknowledges that adverse action notices may be issued and may be received by an Authorized User of the relevant Primary Account and/or Additional Entity account. Company and Intuit shall not be liable for any damages, injury or harm arising therefrom.
    • Provider Changes. As Company resells the Intuit Services and is subject to decisions made by Intuit. Intuit has discretion to terminate its agreement with Company. In the event, the Agreement with Intuit terminates or expires for the Intuit Services, then this Agreement and all outstanding Orders for Intuit Services will terminate immediate without further liability to Company. Company will use best efforts to transfer Customer’s accounts directly to Intuit.
    • Authorized Users. Customer is permitted to use the set number of authorized users set forth in the Order (“Authorized Users”). Customer is responsible for assigning and adjusting roles and permission for each Authorized User. Customer may link additional accounts or add additional entities (“Additional Entities”) to it account to its primary account, provided additional fees may be incurred if the number of Additional Entities is over what is set forth in the Order. Customer is responsible for acts or omissions of each of the Additional Entities.
    • Additional Fees. The Order may include a set number of Authorized Users, Additional Entities, Dimensions and other fees that are charged on a monthly or annual basis (“Entitlements”). Upon reaching the maximum number of Entitlements allowed in the Order, any additional Entitlement will incur an additional charge on a per-Entitlement basis at the non-discounted rate specified in the Order. This additional charge will be in addition to the Fee stated in the Order, assessed on a recurring basis and due the month following the accrual of such additional charge. Additional charges will be calculated based on the number of Entitlements as of the billing day of the month. Company reserves the right to adjust the additional charges at any time in response to changes by Intuit of such fees.
    • Feature Availability. Customer agrees that it has not relied on the availability of any future functionality of the IES offering or any future product or service in executing this Agreement. Customer acknowledges that information provided regarding future functionality should not be relied upon to make a purchase decision.
    • Additional Services. During the Order Term, Customer may be introduced to new features, enhancements, or capabilities (“Additional Services”) that augment the existing offerings covered by the original Order. Notification of such Additional Services will be provided to Customer in a timely manner, which may include electronic communication or an update to the Intuit Platform. Should Customer choose to utilize any Additional Services, Company will provide Customer with an amended Order to reflect the incorporation of the Additional Services, including any potential adjustments to the fees, services, and terms herein. Customer’s continued use of the Services, including any such Additional Services constitute Customer’s agreement to the new charges, and it shall not affect the terms of this Agreement, unless an amendment is mutually agreed upon and executed by both parties.
  2. Orders. Each Service ordered through signature of the applicable quote (each an “Order”). Each Order is non-cancellable, non-refundable, unless otherwise set forth in the Order. Each Order will have an order term, and in the case of SaaS Services is the duration of the subscription (“Order Term’). Each Order will automatically renew for a one year period, unless notice is provided at least 30 days prior to the expiration of then applicable Order Term. For SaaS Services, the amount of Fees, which includes any additional charges, are due by Customer for the duration of the Order Term. In the event of SaaS Services where Company acts as Reseller, Company may terminate an Order (and Company’s account) or suspend the Services at any time if the SaaS Service provider terminates its agreement with Company or requires Company to terminate Customer, in each case Company will provide written notice to Customer. Additionally, Company may terminate this Agreement (and Company’s account) and/or suspend the SaaS Services or a portion of the SaaS Services immediately and without notice if Customer fail to make any payments as outlined in the Order.
  3. Consent to Use Data. Company regularly aggregates anonymized customer data and performs a variety of analyses using that aggregated data. Some of these analyses are published to customers or released publicly. However, Company is always careful to preserve the confidentiality of the separate information that Company obtains from each customer. Customer consents to anonymize data provided by Customer (“Customer Data”) and to use anonymized data in performing and reporting on these cost comparisons, performance indicators and/or benchmarking analyses. For the avoidance of doubt, this is separate from any SaaS Services provided where Company is the Reseller.
  4. Consent to Recording and Use of Anonymized Data. Customer acknowledges and agrees that certain communications between Customer and Company, including but not limited to sales calls, onboarding sessions, implementation support, and training calls, may be recorded by Company or its authorized vendors, upon prior approval by Customer. Customer further acknowledges and agrees that Company may anonymize these recordings and any associated transcripts by removing or obscuring any information that could reasonably identify the Customer, Customer personnel, or Company’s business and may use, sell, license, or otherwise distribute such anonymized recordings and transcripts to third parties for commercial or other purposes. To the extent any Customer Data is incidentally captured in these recordings, you grant Company a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, display, perform, distribute, and create derivative works from such Customer Data solely as incorporated in the anonymized recordings or transcripts, for purposes including internal business operations, training, research, marketing, and commercial distribution to third parties. Company shall comply with all applicable laws and regulations relating to the recording, anonymization, and use of such communications.
  5. Pricing; Payment; Taxes.
    • Pricing. The Order sets for fees for the SaaS Services, including any additional charges (“Fees”). Any changes to the terms of an Order may result in changes to the Fees owed. Company may adjust the Fees at any time when Intuit changes fees for the relevant SaaS Service. Fees changes will be effective immediately. Any discounts provided are limited to the initial term of the Order, not including renewals, provided Customer meets the criteria set forth in the Order. Any changes to the discount will not be applied until the end of the then current term in the Order. Company may also, at its discretion, begin charging for features of an Attached Product that were previously provided at no cost, with at least thirty (30) days’ written notice prior to any such changes taking effect or immediately upon Intuit charging for such Attached Products.
    • Payment. Payment terms for the Fees are set forth in the Order. If Customer fails to make any payment when due, without limiting Company’s other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) suspend Services; and (iii) terminate the Order under which the Customer failed to pay or terminate this Agreement as a whole.
    • Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.
  6. Confidential Information.
    • Non-Disclosure. From time to time during the Term, one Party (“Disclosing Party”) may disclose or make available Confidential Information to the other Party (“Receiving Party”). The Receiving Party will (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, disclose Confidential Information of the Disclosing Party only to those of its employees, officers, advisors, contractors, and agents and its Affiliates’ employees, officers, advisors, contractors, and agents who need that access for purposes consistent with this Agreement and who are subject to confidentiality obligations consistent with this Agreement and the Receiving Party is liable for the forgoing. In the event of SaaS Services where Company is the reseller, Company is permitted to provide Customer’s Confidential Information to the provider of the SaaS Services. All Confidential Information is provided “as is”. Nothing herein shall grant to the Receiving Party any intellectual property rights in or to the Confidential Information.
    • Proceedings. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order.
    • Equitable Relief. In recognition of the unique and proprietary nature of the Confidential Information disclosed by each Party, it is agreed that each Party’s remedy at law for breach by the other party of its obligations under this Section may be inadequate and the Disclosing Party will, in the event of such breach or threatened breach, be entitled to seek equitable relief, including without limitation, injunctive relief and specific performance, in addition to any other remedies provided hereunder or available at law.
    • Effect of Termination. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  7. Warranty. For the Company provided Services, the Services will be provided in a good and workmanlike manner. For any SaaS Service provided through Company acting as a reseller, the provisions of the provider terms and conditions, including the Intuit Terms, will apply as to any representation or warranty, if any. Except as otherwise stated, Company is providing the Services “as is”. COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
  8. Indemnification. Customer shall indemnify, hold harmless, and defend Company from and against and all losses, damages, liabilities, costs (including reasonable external attorneys’ fees) incurred by Customer resulting from any third-party claim, suit, action, or proceeding arising out of or related to (i) Customer breach of the terms and conditions from provider of Services when Company is the reseller, including the Intuit Terms; and (ii) Customer’s gross negligence or willful misconduct.
  9. Intellectual Property. Except for Customer Data, Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the SaaS Services provided by Company as a reseller, any and all right, title, and interest, including all intellectual property rights, to such resold SaaS Services are retained by provider and any rights to use are granted pursuant to the provider terms and conditions, including the Intuit Terms.
  10. Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, LOSS OF GOODWILL OR REPUTATION, USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  11. Term and Termination.
    • Term. The term of this Agreement shall commence on the Effective Date and terminate the later of (a) 3 years or (b) when there are no outstanding Orders.
    • Termination. Either party may terminate this Agreement upon thirty (30) days’ notice if there is no outstanding Order. Except as otherwise set forth herein, a party may terminate for a breach of this Agreement, including any Order, upon thirty (30) days prior written notice if the breaching party fails to cure such breach. This Agreement may be terminated automatically if a party ceases business operations, generally stops paying its debt, becomes insolvent, or becomes the subject of a petition in bankruptcy, receivership, liquidation, or assignment for the benefit of creditors, provided however that such termination shall not affect Customer’s obligation to pay any outstanding Fees under an Order. Upon any termination, the parties will continue to be bound by any terms of this Agreement that by their nature extend beyond termination.
    • Cancellation. Customer acknowledges and agrees that Customer will not have an online method of canceling or downgrading Customer’s SaaS Services subscription(s) that are the subject of this Agreement. Any such change(s) must be conducted through Customer’s account manager. Customer agrees that all purchases related to the terms of this Agreement are non-refundable and that Company is not liable to issue a refund or credit in any circumstances, including but not limited to cancellation, early termination or breach of this Agreement. Customer’s cancellation will become effective at the end of the then current Order Term(s). Customer will not receive a prorated refund. For SaaS Services, Customer’s access and subscription benefits will continue for the remainder of the relevant Order Term.
    • Termination Fee. Company reserves the right to charge an additional fee of ten percent (10%) of the total subscription value as an early termination fee if (i) Customer cancels its SaaS Service before the end of the Order Term, as set forth in 11.3, or (b) if Customer fails to make the required monthly payments as outlined in the Order and in this Agreement
  12. General Terms. Entire Agreement. This Agreement, including any Order, and any terms and conditions linked herein, contain the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the parties. Notices. All notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices for legal claims and indemnifiable claims). Notices to each party shall be addressed to addresses set forth in the Order, or if none, at the top of this Agreement or as otherwise provided by written notice from one party to the other party. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Severability. If any provision of this Agreement are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Disputes; Governing Law; Submission to Jurisdiction. If any dispute related to the quality of a professional service arises among the parties hereto, the parties agree first to try in good faith to settle the dispute by confidential mediation before resorting to litigation. Unless all parties agree otherwise, the parties will select a mediator from the Lakeside Mediation Center. Costs of any mediation proceeding shall be shared equally by all parties. This Agreement is governed by and construed in accordance with the state laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in Travis County, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Assignment. Neither party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. Survival. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement to the extent necessary to give effect to such provisions. Relationship of the parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Cumulative Remedies. Except as otherwise expressly set forth herein, all remedies available to either party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of any other remedy.

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