OUTSOURCEACCOUNTING.COM LLC

TERMS OF SERVICE

The following Terms of Service state the terms and conditions subject to which we agree to provide the services you have selected to you. PLEASE READ THEM CAREFULLY BEFORE SUBSCRIBING TO OUR SERVICES:

Scope of Services: You agree to subscribe for the services included in the monthly Subscription Package you have selected. You may upgrade and/or downgrade, at your option, your selected Subscription Package at any time by contacting us in writing and requesting a different subscription package. Any changes you request will take effect on the first day of the immediately following service month, unless we agree otherwise. Our services under any other subscription package you may request will remain subject to all of the terms and conditions of this agreement, except that you will be charged, and hereby agree to pay, our then-current monthly service fee for the relevant subscription package you have requested. You can terminate this agreement at any time by notifying us of your intent to terminate in writing at least fifteen (15) days in advance. We can terminate this agreement and our services at any time, and our termination will take effect at close of business on the last day of the month in which we notify you in writing of the termination, unless we agree otherwise. Notwithstanding the foregoing, you and we may each terminate this agreement effective immediately upon written notice if you or we breach any of our respective representations and warranties set forth in this agreement. Upon the termination of this agreement and our services, for whatever reason, we will have no further obligation to render any services to you, whether continuing or otherwise, except as required by applicable Rules (as defined below).

Fee Schedule: Our services will be billed monthly on a flat rate basis at the subscription fee of your selected Subscription Package. All our fees are payable in advance on the first day of each month until this agreement is terminated. By signing this agreement, you expressly authorize us to automatically charge your designated payment method on the first day of each month of service, in advance, commencing as of the first day of service. Unless you notify us of your intent to terminate this agreement in writing at least fifteen (15) days in advance, we will continue to automatically debit your designated payment method on the first day of each month in advance for the services to be rendered in that month. The service fee is non-refundable and earned upon receipt, unless we, in our discretion, agree otherwise. If you upgrade or downgrade your Subscription Package, you authorize us to automatically charge you in advance, on the first day of the month in which such change takes effect, our then-current subscription fee for the subscription package you have selected. We reserve the right to change our subscription fees at any time upon at least thirty (30) days’ prior written notice. Your failure to timely terminate your subscription upon such notice will constitute your acceptance of our updated fees and you expressly authorize us to charge your designated payment method accordingly when the new fee schedule takes effect, as provided in our notice.

Software: You may, at your option and at your own expense, sign up for Right Networks, a Quickbooks hosting company. Any applicable fees and services will be subject to the provider’s terms and conditions and are not included in your Subscription Package under this agreement. We have no control over such services, terms, or conditions, and you will be required to subscribe to the software directly through the provider.

Our Ethics: You represent and warrant that you will not do or fail to do anything that could compromise our or our employees’, contractors’, or agents’, ethics or professional duties and responsibilities, and that you will not conceal or withhold from us any facts relative to any matter in respect of which you have engaged our services. If we discover that you have knowingly concealed, altered, or destroyed any documents, statements, records, correspondence, or any other information reasonably necessary for purposes of our services hereunder, we may immediately terminate this Agreement with or without notice.

Specific Representations and Warranties to Us: You acknowledge and agree that we will provide our services hereunder as a third-party service provider and that we have no contractual relationship with the intended and reasonably foreseeable recipients of our work product (collectively, “Recipients”). As such, our services are at all times expressly conditioned upon the truthfulness and accuracy of, as well as your agreement with and commitment to, your following representations and warranties: (i) that you have notified all Recipients in writing of the possibility that you may engage the services of third-party service providers and, to the extent that any Recipients’ prior and/or express consents are required, that you have properly obtained such consent prior to engaging us and that you will provide copies thereof to us upon request in such form and substance as we deem reasonably sufficient, in our sole discretion; (ii) that you have reasonably assured yourself that our procedures to prevent unauthorized release of confidential Recipient information are appropriate and sufficient and that we have provided you with all information and answers you have reasonably requested concerning our practices and procedures to that extent; (iii) that prior to entering into this Agreement, you have not disclosed any confidential Recipient information to us, except pursuant to the Recipients’ express prior consent; (iv) that irrespective of our own confidentiality obligations and measures, you have taken and will take all necessary precautions to prevent the release of confidential Recipient information to any unauthorized individual or entities; (v) that irrespective of our own professional duties and obligations, you will remain responsible to all Recipients, including, without limitation, for our work product hereunder, and that you will at all times perform your duties and obligations as to all Recipients in accordance with generally accepted accounting principles, laws, rules, and regulations, specifically including, but not limited to, those governing the accounting profession imposed by applicable governmental authorities and professional associations of which you are a member (collectively, “Rules”); (vi) that you have conducted a thorough assessment of our professional qualifications, technical skills, and other resources and have determined to your satisfaction that the same are adequate for purposes of our services hereunder; (vii) that you have taken reasonable steps to identify any circumstances that might create a conflict of interest concerning your engagement by the Recipients and have reasonably concluded that no conflict exists; (viii) that you have provided and, upon our reasonable request from time to time will provide, to us all such information as we may deem necessary or desirable for purposes of identifying any circumstances that may give rise to any conflict of interest with respect to us and our services hereunder; (ix) that in the event that you at any time learn or suspect that a conflict of interest may exist or arise with respect to any Recipient, whether pertaining to you or us or both, you will immediately notify us in writing in sufficient detail, whether or not you deem such conflict to be at an acceptable level; (x) that you will timely provide to us any and all data, records, statements, reports, correspondence, filings, documents, and any and all other information whatsoever (collectively, “Information”) as we may deem reasonably necessary or desirable to perform the services hereunder in accordance with any and all applicable Rules; (xi) that any and all Recipient Information which you provide to us at any time is accurate, unaltered, complete, and truthful to the best of your knowledge, that you have no reason to believe otherwise, and that we may rely on the accuracy, truthfulness, non-alteration, and completeness of any and all such Information without any investigation; (xii) that the services requested hereunder are not designed to disclose defalcations, fraud, or other irregularities on the part of any Recipient or any Recipient’s employees or principals; (xiii) that you will timely pay our fees as described herein whether or not you have collected or will collect any reimbursement from the Recipients with respect thereto and whether or not any Recipient terminates the engagement of your services; and (xiv) that you have full power and authority to enter into this Agreement, which is a binding legal obligation enforceable in accordance with its terms. You must notify us immediately in writing of any and all changes to the accuracy and truthfulness of, or your commitment to and agreement with, any of the foregoing representations and warranties.

Our Representations and Warranties: We represent and warrant that we: (i) will timely perform our duties, obligations, and the services hereunder in accordance with all applicable Rules; (ii) will protect all confidential Recipient Information from unauthorized disclosure with the same standard of care as employed to protect our own confidential information and, in any event, with no less than the required standard of care as required by applicable Rules; (iii) will at all times exercise due diligence and good faith in performing our duties and services hereunder; and (iv) will make every reasonable effort and take all reasonably available measures to assure the adequacy of our personnel, facilities, and resources and the accurate performance of the services to be performed by us hereunder in accordance with all applicable Rules.

Indemnification of Us: Neither we nor any of our staff, employees, contractors, agents, principals, managers, or representatives (collectively, the “Firm Parties”) shall be liable for, and, to the greatest extent permissible by applicable Rules, you expressly and unconditionally agree to defend, indemnify, and hold us and the Firm Parties harmless from and against any and all claims, demands, sums, fines, amounts, debts, damages, settlements, judgments, causes of action, penalties, consequences, attorney’s fees, legal costs, costs, expenses, and any and all other liability whatsoever (collectively, “Claims”), including, but not limited to, all Recipient Claims and other third party Claims, arising from, relating to, or otherwise in connection with (i) this agreement and the services to be provided hereunder; (ii) the inaccuracy, untruthfulness, incompleteness, or alteration of any Information provided to us hereunder, whether or not you had actual knowledge thereof; (iii) your violation of any applicable Rule(s); (iv) your breach of any term or provision of this agreement or any agreement between you and any Recipient; (v) the inaccuracy, untruthfulness, or incompleteness, at any time, of any of your representations and warranties hereunder; and (vi) your negligence or intentional wrongful acts and omissions. You further expressly agree that to the extent permissible by applicable Rules, our maximum liability to you that may arise from this agreement or our services hereunder shall be limited to the amount of fees you paid for the specific services at issue. The provisions of this paragraph shall survive the expiration or sooner termination of this agreement for any reason. Notwithstanding the foregoing, however, nothing herein shall be deemed to relieve us of any liability which a court of competent jurisdiction determined to have resulted from our intentional or deliberate misconduct.

Non-Solicitation & Non-Circumvention By Us: We agree that we will not, directly or indirectly: (i) contact any Recipient, except with your prior consent or as may be required by applicable Rules; (ii) circumvent you with respect to any Recipient; (iii) during the term of this agreement and for a period of two (2) years thereafter, enter into any agreement or otherwise contract, deal, or become involved with any Recipient who becomes known to us through you during the term of this agreement, except with your prior consent, which consent you may withhold in your sole discretion; or (iv) solicit or otherwise induce any Recipients or any of your contractors, employees, officers, or agents to end their contractual relationship with you.

Non-Solicitation & Non-Competition By You: You agree that you will not, directly or indirectly: (i) contract or enter into any agreement with any of the Firm Parties, wherever located, except with our prior written consent, which consent we may withhold in our sole discretion; (ii) during the term of this agreement and for a period of two (2) years thereafter, hire, engage, or employ any of the Firm Parties, wherever located, except with our prior written consent, which consent we may withhold in our sole discretion; or (iii) solicit or otherwise induce any of the Firm Parties, wherever located, to end their contractual relationship with us.

Miscellaneous: (i) This agreement is governed by and to be construed in accordance with the laws of the State of Florida, without giving effect to any conflict of laws principles; (ii) In the event of a dispute between us arising under or in connection with this agreement or our services hereunder, YOU AGREE TO A WAIVER OF TRIAL BY JURY, and jurisdiction and venue will lie in the Judicial Circuit for Miami-Dade County, Florida; (iii) The prevailing party in any dispute between us will be entitled to an award of its reasonable attorney’s fees and legal costs, from the inception of claim through and including all trial and appellate levels and collection of judgment proceedings; (iv) If any provision or term of this agreement is found to be invalid or unenforceable for any reason, the remaining valid provisions and terms shall remain unaffected thereby and shall remain in full force and effect; (v) This agreement constitutes the entire agreement between us with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral; (vi) This agreement may be executed electronically through our website; (vii) This agreement shall inure to the benefit of and be binding upon your and our respective successors and assigns; (viii) This agreement may not be modified, amended, or otherwise changed except by a written instrument signed by both you and us; (ix) Neither you nor we have the right to assign or delegate any of our respective rights or obligations without the other’s prior written consent, and any assignment or attempted assignment in violation hereof shall be void ab initio

BY SUBSCRIBING TO OUR SERVICES, YOU INDIVIDUALLY AND ON BEHALF OF YOUR PRINCIPAL, EXPRESSLY ACCEPT THE FOREGOING TERMS AND CONDITIONS, AND ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.