Cabot Services Agreement

1. Definitions

1.1 “Customer Data” means all data, documents and information you or your Users provide to Cabot, or that Cabot accesses or receives on your behalf (including through Login Credentials or Third-Party Services), in connection with the Services.

1.2 “De-Identified Data” means data derived from Customer Data that has been de-identified and aggregated so that it does not identify you, any individual, or your Confidential Information.

1.3 “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights anywhere in the world.

1.4 “Order Form” means an ordering document, statement of work or online order that references these Terms, is signed or accepted by both parties, and describes the Services, fees and term.

1.5 “Privacy Policy” means Cabot’s privacy policy at www.cabot.finance/privacy-policy.

1.6 “Party” means each of you and Cabot, and “Parties” means you and Cabot together.

1.7 “Third-Party Services” means software, platforms and services provided by third parties other than Cabot’s subcontractors, such as your banking, payroll, accounting and benefits platforms, and “Third-Party Provider” means the provider of a Third-Party Service.

2. Services

2.1. Bookkeeping Services. Our bookkeeping Services are a solution for bookkeeping and financial organization for business and organizational customers where we maintain your accounting books based on information provided by you or at your direction.

Unless we expressly agree otherwise, our bookkeeping Services and any related communications with us are not a substitute for and do not include legal, regulatory, tax, financial, investment, or other specialized advice (such as real estate or healthcare advice).

2.1.1 Accounting Basis. Unless your Order Form states otherwise, we will maintain your books on an accrual basis, applying the accounting policies set out in or agreed under your Order Form, including revenue recognition, capitalization and expense allocation policies (the "Accounting Policies"). Your management is responsible for selecting and approving the Accounting Policies, and any change to them requires your written approval (email is sufficient). Our Services do not include an audit, review or compilation engagement. We do not express an opinion or provide any assurance that your books, financial statements or other deliverables comply with U.S. GAAP, IFRS or any other accounting framework.

2.2. Certain Year-End Services. If you are a bookkeeping Services customer for the quarter following your fiscal year end (i.e., your subscription has not been terminated during such period), we may need to perform certain year-end bookkeeping activities at that time as part of your subscription.

If you are not a bookkeeping Services customer for the quarter following your fiscal year end, we will not perform year-end bookkeeping activities and will not bear responsibility or liability with respect to any failure to perform year-end bookkeeping activities on your behalf.

2.3. Accounting Software. We use third party accounting software (including but not limited to Quickbooks, Xero, Netsuite, etc.) (“Accounting Software”) of our choice to provide our Services. If you do not already have an account for an Accounting Software, you authorize us to create one for you.

Your and our use of Accounting Software will be governed by the terms of service and privacy statements governing the use of the Accounting Software. By authorizing us to create an account for you, you agree to the terms of service of any such Accounting Software.

2.4. Sole Bookkeeper. This Section applies to the extent that we provide bookkeeping Services to you.

You agree that we will be your sole bookkeeper and in performing such Services we must use, record, classify and reconcile your financial transactions and other data to prepare your books.

This arrangement where we are your sole bookkeeper is standard in the bookkeeping industry and enables us to efficiently provide our Services.

For example, depending upon the Services we provide, we may have to:

(a) import transactions to your books in order to reconcile your bank accounts;

(b) categorize transactions in your books to expense accounts and to balance sheet accounts for amortization purposes; and/or

(c) sync your payroll data via an integration or otherwise.

As a result, once we have performed such tasks, any modifications made by you or on your behalf (for example, by another third-party service provider) to your books may require us to re-perform such Services in order to resolve any resulting inconsistencies or inaccuracies or to confirm that there are no such inconsistencies or inaccuracies.

If you engage another third-party service provider to make changes to your books, or you otherwise make changes to your books directly, while you have engaged us to provide bookkeeping Services, the parties agree to the following remedies, which shall be at our option and in addition to any rights provided by contract, law or in equity:

(i) we may delay bookkeeping deliverables that are on a deadline;

(ii) we may charge our standard hourly fees for the additional work required to remediate the situation; and/or

(iii) we may terminate your subscription at any time upon written notice without a refund of prepaid fees for unelapsed months of any Services.

For the avoidance of doubt, this Section 2.4 does not prevent you from managing accounts payable and/or accounts receivable in your Accounting Software, and/or processing payroll through your Accounting Software.

2.5. Other Services. When provided in an Order Form, some of the other Services we may provide include but are not limited to the following services:

2.5.1 Tax Services. Tax preparation and support services as described in an Order Form, which may be performed by Cabot or by a third-party tax preparer engaged by Cabot as a subcontractor under Section 2.11. If an Order Form states that a tax preparer will be engaged by you directly, that preparer’s services will be governed by your separate agreement with it, and Cabot’s responsibility will be limited to providing bookkeeping information and reasonable coordination.

2.5.2 R&D Tax Credit Services. Assistance in preparing and submitting (a) the U.S. federal credit for increasing research activities under Section 41 of the Internal Revenue Code, including, where eligible, the payroll tax election under Section 41(h); and (b) for your Canadian entities only, Scientific Research and Experimental Development ("SR&ED") investment tax credits claimed with the Canada Revenue Agency.

2.5.3 Fractional CFO Services. Strategic financial consulting Services as described in an Order Form, which may include financial planning and analysis, budgeting and forecasting, board reporting, and fundraising support. CFO Services are advisory: your management makes all decisions as described in Section 2.6, and Cabot does not act as your officer or fiduciary and does not provide investment advice or broker-dealer services.

2.5.4 Fractional Operational Services. Back-office services including state compliance, payroll and benefits services, vendor and employee management. Benefits administration is limited to administrative support, such as coordinating enrollment with your benefits broker or PEO, reconciling benefits invoices, and processing onboarding and offboarding changes, and does not include handling medical records, claims information or other protected health information.

2.6. We Provide the Services at the Direction and for the Benefit of Your Management. We provide the Services at the request of, and under the direction of, your management.

Your management is responsible for all management decisions and performing all management functions, including:

(i) setting policies or accepting policy recommendations;

(ii) evaluating the reasonableness of underlying assumptions and the adequacy and results of the Services; and

(iii) implementation of any findings or recommendations resulting from the Services.

We may act upon, and will not have liability for acting upon, instructions in any form (e.g., electronic, written, oral) so long as we reasonably believe that the instructions were given by you or on your behalf, except that payment instructions and changes to payee details are governed by Section 2.12.

You are responsible for the legality of your instructions to us. We are not obligated to identify or offer additional Services.

We prepare deliverables resulting from the Services (for example, excerpts, models, budgets, confirmations, etc.) for use by your management.

In preparing deliverables, you agree that we:

(a) do not have an obligation to independently verify the accuracy or completeness of any facts provided by you or any third party; and

(b) do not undertake to update the deliverable if any facts change, unless the Order Form for the services expressly states otherwise.

2.7. We Need and Rely on Information from You. Our provision of the Services requires that you provide us access to corporate, financial and related information, information technology systems or services, and/or input from you.

You agree to timely provide all such information, access and input and reasonably cooperate with us in our provision of the Services.

You agree to provide good faith assumptions and accurate and complete representations, information and data, and you agree that we may assume you have done so without further investigation or verification.

You agree that late or insufficient information, access or input from you may cause delay in the performance of the Services, inability to provide the Services, or increase in the amount of our fees.

For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, vendors, consultants, or employees, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.

2.8. Unauthorized Uses of the Services. Cabot may suspend or terminate provision of the Services, in whole or in part, and Cabot may suspend or terminate access to the Technology where it is reasonable to believe that any of our Services or the Technology are being used in a manner that breaches the Agreement or creates risk of personal injury, property damage, or legal liability for Cabot, you or any third party, or may cause us to lose the services of one of our third-party service providers, if any.

2.9. Separate Engagement for Public Accounting, Legal, and Tax Services. You understand and agree that Cabot is not a certified public accounting firm and does not provide services that would require a license to practice public accounting.

You acknowledge that Cabot is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules.

The Services fulfilled by Cabot do not include, and you will not rely on them for:

(i) audit, attest, examination or review of financial transactions or accounting records (as such terms are used in the New York Education Law Section 7401 et seq. (“New York Public Accountancy Law”));

(ii) independent advice relating to accounting procedure or to the “recording, presentation, or certification of financial information or data” within the meaning of the New York Public Accountancy Law;

(iii) any report, opinion or certification on financial statements or other financial information intended for use by or reliance of any third party, including for publication, obtaining credit, or filing with a court or governmental agency;

(iv) legal or regulatory advice regarding any of your business practices, including with respect to their appropriateness or legality; or

(v) unless otherwise expressly included on an Order Form, tax advice or tax return preparation (although we will provide bookkeeping assistance to your tax preparer of choice, and/or you can subscribe for tax Services, which are provided separately from our bookkeeping Services).

You should seek the services of a duly licensed professional in connection with any of the foregoing.

2.10 Sharing Deliverables. You may share deliverables with your board, investors, prospective investors, lenders, auditors, tax advisors and prospective acquirers, and you may identify Cabot as having prepared them (for example, "Prepared with Cabot"). You will not state or imply that Cabot has audited, reviewed, compiled, verified or provided any assurance on a deliverable, or that Cabot is presenting or endorsing it. Deliverables are prepared solely for your use. No third party may rely on them, and Cabot has no duty or liability to any third party in connection with them. Cabot will not provide reliance letters, comfort letters or representations to third parties unless agreed in a signed Order Form.

2.11 Subcontractors. Cabot may use subcontractors, including third-party tax preparers and contract personnel, to perform the Services. Cabot will (a) require each subcontractor to be bound by confidentiality and data protection obligations at least as protective as those in this Agreement, and (b) remain responsible for the performance of the Services by its subcontractors as if performed by Cabot, subject to Section 10. You consent to Cabot disclosing Customer Data, including tax return information, to its subcontractors solely as necessary to perform the Services, including to subcontractors located in Canada as described in Section 3.6.

2.12 Payment Services. If an Order Form includes services involving the initiation, scheduling or release of payments from your accounts ("Payment Services"):

(a) Cabot will initiate or release payments only as approved under the approval policy in the Order Form (the "Approval Policy") and, where available, through your platform's approval workflow. Unless the Order Form states otherwise, Cabot will not be the final approver of any payment. You will promptly notify Cabot in writing of changes to authorized approvers.

(b) Cabot will not act on payment instructions or payee bank-detail changes received only by email, text, chat or phone, and will verify any new payee or bank-detail change by contacting the payee through independently obtained contact information and confirming with an authorized approver.

(c) You are responsible for losses from payments approved under the Approval Policy (including approvals induced by fraud or impersonation) and from compromise of your systems or credentials, except to the extent caused by Cabot's failure to comply with Section 2.12(a) or (b), for which Cabot is responsible subject to Section 10 and any different limit stated in the Order Form.

(d) Cabot does not take custody of, hold, receive or transmit your funds.

3. Technology and Data

3.1. Technology and Internal Software. To facilitate the provision of the Services, Cabot may provide your designated users (each, a “User”) with access to and use of functionality of website(s), cloud software services, software tools, automated forms, artificial intelligence technology, and other technologies developed by or for Cabot (collectively, “Technology”).

You are responsible for:

(a) the confidentiality of User access credentials that are in your possession or control;

(b) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of the Technology;

(c) your Users’ use of the Technology; and

(d) your Users’ compliance with the Agreement, and applicable laws.

You must notify Cabot promptly if you become aware, or reasonably suspect, that your account’s security has been compromised.

To efficiently provide the Services, we use certain internal technologies and tools developed by or for Cabot, such as integrations with Third-Party Services, software rules, checklists, tools based on artificial intelligence, and other technologies (collectively, “Internal Software”).

You agree to reasonably cooperate with us to enable the use of Internal Software in the provision of the Services and to refrain from interfering with the operation of Internal Software.

If you obtain new, or make changes to, information technology systems or services that contain relevant data for the Services, you agree to notify Cabot promptly and reasonably cooperate with Cabot to facilitate the efficient use of Internal Software.

3.2. Data Use. Cabot will use Customer Data as described in the Agreement and/or in the Privacy Policy, as updated from time to time, and for the business purposes described therein.

By using the Technology, you expressly consent to such use, including the use of Customer Data in Third-Party Services required for the provision of Services, inputting Customer Data and, as needed to provide the Services, Login Credentials into artificial intelligence tools, and the sharing of Customer Data across various Services for which you subscribe from Cabot (e.g., bookkeeping data for tax preparation services). Cabot's use, retention and disclosure of personal information is solely for the business purpose of performing the Services.

3.3. Intellectual Property Rights and De-Identified Data.

3.3.1 Intellectual Property Rights. Subject to the limited rights expressly granted in the Agreement, as between the Parties you retain all rights, title and interest, including all Intellectual Property Rights, in and to Customer Data.

You grant Cabot and its subcontractors a limited license to use the Customer Data to provide, protect and improve the Services, the Technology and Internal Software, and to perform Cabot’s rights and obligations under this Agreement.

Subject to the limited rights expressly granted hereunder, Cabot owns all rights, title and interest, including all Intellectual Property Rights, in and to the Technology and Internal Software.

Cabot grants your Users a non-exclusive license to use the Technology for the purpose of facilitating the provision of Services to you during the term of the Agreement.

All rights not expressly granted in this Agreement are reserved.

Each Party represents and warrants to the other that it has the authority, including any and all necessary consents, to grant the licenses above.

3.3.2 De-Identified Data. Subject to Cabot’s confidentiality obligations under this Agreement, Cabot will have the right to use De-Identified Data to enhance the quality and functionality of the Service. Cabot commits to employing industry-standard measures to ensure that De-Identified Data cannot be used to re-identify you, an individual or the Company (as applicable). For the avoidance of doubt, De-Identified Data is not Customer Data or your Confidential Information.

3.4. Third-Party Services. The Technology and/or Internal Software can transfer data from or to, or integrate with, Third-Party Services (e.g., your payroll software provider).

We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any Third-Party Service, regardless of whether it is described as “required,” “recommended” or the like and regardless of whether the Third-Party Service is included in your Order Form.

If you are the Party obtaining a Third-Party Service, you should review applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before obtaining it.

You agree to:

(a) maintain all subscriptions to Third-Party Services that are required for the provision of the Services and Technology or the operation of Internal Software;

(b) abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement or from any instructions by you that would constitute a breach of any such agreement;

(c) set up appropriate internal roles, permissions, policies and procedures for the safe and secure use of Third-Party Services; and

(d) if we agree to procure Third-Party Services for you, reimburse us for such costs.

By providing us with Login Credentials (as defined below) to Third-Party Services, you agree that we may obtain information relevant to the Services from these Third-Party Services and include or use such information in the Technology, Internal Software or other services, including tools based on artificial intelligence.

We have no obligation to provide support for Third-Party Services.

The initial or continuing interoperability of the Services, Technology and Internal Software with any Third-Party Services is not guaranteed.

If a Third-Party Provider ceases to make the Third-Party Services available for interoperation with the Technology or Internal Software for any reason, Cabot may cease providing certain features of Technology and/or we may modify the Services without liability.

3.5. Login Credentials. If you provide login credentials (for example, an account name or number, password, answers to security questions (collectively, “Login Credentials”)), you:

(a) give us permission and a limited power of attorney to use them to login to, or create an integration with, these other third-party websites and services and access and use those accounts on your behalf in performance of the Agreement, including by using tools based on artificial intelligence, provided that any payment or transfer of funds is subject to Section 2.12;

(b) represent that you have the authority to give us this permission; and

(c) are responsible for providing Login Credentials that grant us access on a principle-of-least-privilege basis at all times.

You consent to the use of Login Credentials to provide the Services and perform rights and obligations under the Agreement.

Cabot will maintain Login Credentials in encrypted form and will only use them pursuant to the Agreement or as otherwise directed by you.

3.6. Facilities and Data Transfer. Cabot requires that all facilities that Cabot uses to store Customer Data or Login Credentials adhere to reasonable security standards. As part of providing the Services, Cabot may transfer, store and process Customer Data within the United States or Canada.

By using the Services, you consent to this transfer, processing and storage of Customer Data.

3.7 Free Trials and Private Previews.

3.7.1 Free Trials. Cabot may provide free trials to the Services (“Trial”) from time to time as agreed by Cabot in writing.

3.7.2 Private Previews. Cabot may provide you access to Cabot products, features, technologies or services that are not yet generally available on a free or paid basis, including, but not limited to, any product, service or feature labeled as “beta,” “alpha,” “preview,” “private release,” “pre-release,” or “experimental” (each, a “Private Preview”). You must comply with any additional and/or modified terms posted or provided to you to access any Private Preview. Private Previews are not covered by customer support or service level agreements unless otherwise stated. Any products, services or features in Private Preview may be inoperable, incomplete or include functionality never released by Cabot. You should not rely on any products, services or features in Private Preview in any manner and your use is at your own risk. Cabot will have access to all information submitted, transferred or inputted to Cabot as it relates to such Private Preview, and Cabot may use such information as it relates to improving the user experience related to such Private Preview.

3.7.3 General. Trials and Private Previews are provided “as-is” without any warranties of any kind. By using a Trial or Private Preview, you acknowledge and agree that the products, services and/or features may contain errors, may not operate as intended and your use of such may result in data loss or other damages. Cabot shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages arising out of or related to the use of a Trial or Private Preview, and Cabot’s liability for all claims arising under the use of a Trial or Private Preview will not exceed US$100.00. Cabot reserves the right to modify, suspend or discontinue a Trial or Private Preview at any time without notice and without liability to Customer.

4. User Obligations

4.1 Responsibility for Customer Data. You are fully responsible for having the necessary licenses to provide the Customer Data to Cabot (and its subcontractors and service providers) and, to the extent Third-Party Services are used, such third parties. You are responsible for the accuracy, completeness and lawfulness, including compliance with applicable data privacy laws, of the Customer Data.

4.2 Service Restrictions. You agree you will not access or use the Service to:

4.2.1 Violate a third party’s rights or in violation of applicable law;

4.2.2 Compromise, circumvent or interfere with the integrity, security or performance of the Service or any data contained therein;

4.2.3 Modify, reverse engineer, or create derivative works from the Services, except as permitted by law;

4.2.4 Make available the Service to third parties;

4.2.5 Sell, resell, rent, lease, offer any time-sharing arrangement, service bureau or any service based upon the Services or Technology;

4.2.6 Compete with Cabot or monitor its availability, functionality or performance, or for any other competitive purpose;

4.2.7 Introduce or attempt to introduce harmful software or data into the Service; or

4.2.8 Provide (a) protected health information as defined under HIPAA, or medical records, claims information or diagnoses relating to any individual, unless the parties have signed a business associate agreement or other written agreement expressly permitting it; (b) full payment card numbers or other data subject to the Payment Card Industry Data Security Standard; or (c) classified information or data subject to the International Traffic in Arms Regulations.

5. [Omitted]

6. Confidential Information

6.1 Obligation. In connection with the Service, each party (as “Recipient”) may receive or learn information from the other party (as “Discloser”) not generally known to the public or reasonably should be known by Recipient to be confidential or proprietary due to the nature of the information disclosed or the circumstances surrounding the disclosure ("Confidential Information"). Your Confidential Information may include, without limitation, Customer Data and other information you disclose to Cabot about your business. Cabot's Confidential Information includes its pricing, policies, security information, Technology, Internal Software, and templates and methodologies. Deliverables prepared for you are your Confidential Information. Confidential Information excludes information: (i) was or becomes generally known to the public other than as a result of a disclosure by the Recipient in violation of this Agreement; (ii) was known, without restriction as to use or disclosure, by the Recipient prior to receiving such information from the Discloser; (iii) is rightfully acquired by the Recipient from a third-party who has the right to disclose it and who provides with without restriction as to use or disclosure; or (iv) is independently developed by the Recipient without access to any Confidential Information of the Discloser.

6.2 Obligation and Use of Confidential Information. Except as required or necessary for the performance of the Services or its obligations under this Agreement, the Receiving Party agrees not to disclose or use for any purpose any Confidential Information without the prior written consent of the Disclosing Party. The Receiving Party will take all necessary and reasonable precautions to prevent the disclosure of Confidential Information to any unauthorized third parties.

6.3 Compelled Disclosure. If a Recipient is legally required by a court or regulatory body to disclose the Discloser's Confidential Information, the Recipient must, unless prohibited by law: (i) promptly notify the Discloser (if time allows) before disclosing, so the Discloser can seek a protective order or other remedy; and (ii) provide reasonable assistance to Discloser in obtaining such protective order. If the Recipient still must disclose the Confidential Information, the Recipient will only share that portion of the Confidential Information that is legally necessary and use commercially reasonable efforts to obtain assurances it remains confidential.

7. Fees & Payment

7.1 Fees. We base our subscription fees for Services on certain facts about your business. You agree to provide us with complete and accurate information so we can determine the applicable fees.

If the information is not complete or accurate, materially changes, or you request an expanded or different scope of Services, we may propose a subscription that corresponds to the revised information or your request and reserve the right to terminate the affected Services or the Agreement without liability if we are unable to reach an agreement with you on the revised subscription.

Subscription fees are prepaid before or at the start of the subscription period and cannot be carried over to future subscription periods.

As-incurred hourly Services, and all other Services that are not included in your subscription or quoted as a fixed fee, will be billed at our then-current standard hourly rate for the respective Service (as we may update it from time to time).

For the avoidance of doubt, the publication of an hourly rate for a Service does not imply that such Service does not incur subscription fees as set forth in your Order Form.

7.2 Payment. Cabot will invoice you through our payment processor, and you shall pay such fees upon receipt of an applicable invoice from the payment processor. All invoices will be paid in U.S. dollars. Payments will be made without the right of set-off or chargeback. Except as set out in Section 12.4.1, all payments made by you are non-refundable regardless of actual usage, and all commitments are non-cancellable.

7.3 Fee Updates. From time to time, we may update our prices for the Services, or, as our Services evolve, we may change the scope of, or subscription model for, certain Services.

If we increase your subscription fees (and/or any related fees, such as usage-based fees) and/or materially change the scope of subscription Services we provide to you, we will provide you with advance written notice of such increase or change at least 30 days prior to your next Renewal Term.

If you do not terminate your subscription within such 30-day period, you agree that your continued use of the Services constitutes your agreement to pay, and your authorization for us to collect payment from you. Updates to our hourly fees become effective immediately for future hourly Services. We will use commercially reasonable efforts to notify you of such updates prior to their effectiveness.

7.4 Taxes. Fees do not include any sales, use, value-added, import, export, or excise taxes that may apply to your purchase (collectively, "Taxes"). We do not charge you for our income taxes. You are responsible for paying all Taxes associated with your purchase unless you provide us with a valid tax exemption certificate. If you are required to pay any Taxes, you must increase your payment to us so that the net amount we receive after the Taxes is the full amount as stated through our payment processor. If you are exempt from paying Taxes, you must give us the necessary legal documents that prove your exemption. Until we receive and approve these documents, you will be charged Taxes on your purchases.

8. Personnel Non-Solicitation

We incur recruiting, training, education and other non-recoverable costs for the personnel assigned to provide the Services to you.

We are willing to incur such costs in reliance on your promises in this Section.

You agree not to solicit for hire, directly or indirectly, on behalf of yourself or for any third party, any then-current employee or contractor of ours who has been made known to you in connection with the Services (“Covered Personnel”) during the term of the Agreement and for one year thereafter.

This Section does not prohibit you from soliciting or hiring any individual as a result of a general employment advertisement not specifically directed at Covered Personnel.

As a reasonable estimate of our personnel replacement costs and not as a penalty, you agree to pay us $25,000 for every individual Covered Personnel who has terminated their employment or contractor relationship with us as a result of your breach of this Section. Amounts payable under this Section 8 are liquidated damages and are not subject to the exclusions in Section 10.1.

9. Warranties and Disclaimers

9.1 Performance Warranty. Cabot warrants that (a) the Services will be performed in a timely, competent and professional manner, consistent with generally accepted industry standards for similar services, and (b) where an Order Form includes the preparation or submission of a filing (for example, a state registration, annual report or tax return), Cabot will prepare and submit that filing by its due date, provided that you have supplied complete and accurate information and any required approvals by the deadlines in Section 2.7 and the Order Form.

9.2 Exclusive Remedy. If the Services do not conform to Section 9.1, you must notify Cabot in writing within thirty (30) days after delivery of the affected deliverable or performance of the affected Services, describing the nonconformity. Cabot will, at its option and at no additional charge, (a) re-perform the nonconforming Services, or (b) if Cabot cannot do so within a reasonable time, refund the fees paid for the nonconforming Services for the affected period. This Section 9.2 states your sole and exclusive remedy, and Cabot's sole liability, for breach of Section 9.1, subject to Section 10.

9.3 Exclusions. Section 9.1 does not apply to nonconformities caused by (a) inaccurate, incomplete or late information, approvals or access from you or your agents; (b) changes to your books or systems by anyone other than Cabot, including as described in Section 2.4; (c) Third-Party Services; (d) Trials or Private Previews; or (e) your instructions.

9.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE SERVICES, TECHNOLOGY AND INTERNAL SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND CABOT AND ITS LICENSORS AND SERVICE PROVIDERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, CABOT DOES NOT WARRANT THAT THE SERVICES OR TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTPUT OF THE TECHNOLOGY WILL BE ACCURATE. YOUR MANAGEMENT REMAINS RESPONSIBLE FOR REVIEWING DELIVERABLES AND FOR ALL MANAGEMENT DECISIONS, AS DESCRIBED IN SECTION 2.6.

10. Limitation of Liability

10.1 Indirect Damages Disclaimer.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF A PARTY’S PERFORMANCE WITH OR FAILURE TO PERFORM THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Direct Damages.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY'S TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE ACT OR OMISSION THAT GAVE RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). IF A CLAIM ARISES FROM MORE THAN ONE SERVICE, THE FEES FOR EACH SUCH SERVICE WILL BE INCLUDED.

THE FOREGOING LIMITATION WILL NOT APPLY TO: (i) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; (ii) YOUR OBLIGATION TO PAY FEES AND OTHER AMOUNTS DUE UNDER THIS AGREEMENT OR ANY ORDER FORM; (iii) AMOUNTS PAYABLE UNDER SECTION 8 (PERSONNEL NON-SOLICITATION); (iv) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 3.4(b) AND SECTION 11; OR (v) ATTORNEYS' FEES, COSTS AND OTHER AMOUNTS AWARDED UNDER SECTION 13.2.3.

10.3 Allocations of Risk.

BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT CABOT’S PRICING AND PRODUCTS AND SERVICES ARE IN RELIANCE UPON THE WARRANTY TERMS AND DISCLAIMERS AND THE LIMITATIONS OF LIABILITY HEREIN. THESE TERMS ARE INTENDED TO FAIRLY ALLOCATE RISK BETWEEN THE PARTIES (INCLUDING THE RISK OF POTENTIAL FAILURE OF CONTRACTUAL REMEDIES AND CONSEQUENTIAL LOSSES). THE WARRANTY TERMS AND DISCLAIMERS AND THE LIMITATIONS OF LIABILITY FORM THE ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CABOT.

11. Indemnification

11.1 Your Indemnity. You agree to indemnify and hold Cabot (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party to the extent arising out of (a) your Customer Data infringing or misappropriating any third-party intellectual property right, (b) your violation of these Terms, or (c) your unauthorized or unlawful use of the Services or Technology, in each case excluding to the extent caused by Cabot’s negligence, willful misconduct, or breach of these Terms or any applicable Order Form.

Cabot reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Cabot. Cabot will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11.2 Cabot IP Indemnity. Cabot will defend you against any third-party claim alleging that the Technology, as provided by Cabot, infringes or misappropriates that third party’s Intellectual Property Rights, and will pay damages finally awarded or agreed in settlement. Cabot has no obligation for claims arising from Customer Data, Third-Party Services, combination with items not provided by Cabot, or use in breach of this Agreement. If the Technology is or may become subject to such a claim, Cabot may modify it, obtain a license, or terminate access to it and refund prepaid fees for the unused portion of the affected Services. This Section states Cabot’s sole liability for such claims.

12. Term and Termination

12.1 Term. This Agreement is effective on the date you sign an Order Form (the “Effective Date”). Your initial term will begin at the subscription start date and continue for the period set forth in your Order Form (the “Initial Term”).

Subscription terms for different types of Services (for example, bookkeeping and tax preparation) may differ.

12.2 Termination.

12.2.1 Non-Renewal by Cabot. Cabot may elect not to renew any Services at the end of the then-current Initial Term or Renewal Term by giving you written notice at least thirty (30) days before the end of that term.

12.2.2 Cabot may immediately terminate this Agreement and/or your access to the Service, without notice, if: (a) Cabot reasonably determines that your actions have caused or are likely to cause liability or other material negative effects for Cabot or others or (b) you’ve failed to pay fees when due and not cured such non-payment within ten (10) days of notice of the non-payment. No refunds are available for suspension or termination under this section.

12.2.3 You may terminate if we materially breach this Agreement and, upon written notice to us, do not cure such breach within thirty (30) days.

12.3 Auto-renewal. Upon the end of the Initial Term and any Renewal Term, your subscription for the respective Services will automatically renew, without the need to execute a new Order Form or other agreement, for the same duration (a “Renewal Term”) as the immediately preceding term of such Services, unless you provide non-renewal notice at [email protected].

Non-renewal notice must be provided at least thirty (30) days, in each case, prior to the end of the then-current Initial Term or Renewal Term, as applicable.

12.4 Effect of Termination; Transition.

12.4.1 Upon termination or expiration of any Services, you will pay all fees accrued through the effective date of termination. If you terminate under Section 12.2.3, or Cabot terminates under Section 7.1, Cabot will refund any prepaid fees for the unelapsed portion of the affected term.

12.4.2 Provided you have paid all amounts due, and unless Cabot terminated under Section 12.2.2, for thirty (30) days after termination (the "Transition Period") Cabot will, at no additional charge: (i) transfer to you "primary administrator" status for your Accounting Software and any other accounts Cabot administers on your behalf; (ii) deliver your books closed through the last month for which Cabot completed a close, together with supporting reconciliations and schedules; and (iii) provide up to two (2) hours of reasonable handoff assistance to you or your successor provider.

12.4.3 Any support or information production beyond the Transition Period, or beyond the hours in Section 12.4.2(iii), is at Cabot's discretion and will be billed at Cabot's then-current standard hourly rates.

12.4.4 After the Transition Period, Cabot does not guarantee the availability of any documents or information. You are responsible for retaining and protecting your records for future use, including potential examination by any government or regulatory agency.

12.4.5 Any provisions intended by their nature to survive termination or expiration of this Agreement will survive.

13. Governing Law and Dispute Resolution

13.1 Governing Law. By using the Service, you agree that (a) the Service is considered based in New York, (b) the Service does not give rise to personal jurisdiction over us in jurisdictions other than New York, (c) the laws of the State of New York will apply to this Agreement without respect to its conflict of laws principles, (d) the United Nations Convention on Contracts for the International Sale of Goods will not apply, (e) you consent to the exclusive jurisdiction of the state and federal courts located in New York, New York, for any proceeding permitted under Section 13.2.4, for the entry or enforcement of any arbitration award, and for any dispute not subject to arbitration or if the arbitration agreement in Section 13.2 is found unenforceable.

13.2 Dispute Resolution and Arbitration.

13.2.1 Informal Resolution. Before starting any arbitration or court proceeding, a party must first send the other written notice describing the dispute (to Cabot at [email protected], or to you at your notice address), and the parties will try in good faith to resolve it informally for thirty (30) days after the notice.

13.2.2 Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the Services, whether brought by you or by Cabot, that is not resolved under Section 13.2.1 will be resolved exclusively by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, including its Optional Expedited Arbitration Procedures, then in effect. The arbitration will be conducted by a single arbitrator in New York, New York, unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

13.2.3 Costs and Fees. In any arbitration or court proceeding arising out of or relating to this Agreement or the Services, the prevailing party will be entitled to recover its reasonable attorneys' fees, costs, and expert witness fees, and any JAMS filing, administrative and arbitrator fees it paid, from the non-prevailing party. Until a final award, the parties will share JAMS filing, administrative and arbitrator fees equally.

13.2.4 Exceptions. Notwithstanding the foregoing, either party may bring in the state or federal courts located in New York, New York (i) an action for injunctive or other equitable relief to prevent actual or threatened infringement, misappropriation or violation of its intellectual property, Confidential Information or data security, and (ii) an action by Cabot to collect unpaid fees, including in small claims court.

13.3 Jury Trial and Class Action Waivers.

YOU AND CABOT AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CABOT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

13.4 Limitation.

YOU AND CABOT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

14. General

14.1 Entire Agreement; Modifications. This Agreement, together with each Order Form, constitutes the entire agreement between you and Cabot relating to its subject matter. Purchase orders you issue are for your internal administrative use only and cannot modify this Agreement; any terms in them are void. Except as set out below, this Agreement may be modified only in a writing signed by both parties. Cabot may update these Terms by giving you at least thirty (30) days' written notice before the update takes effect. If an update materially and adversely affects you and you object in writing during the notice period, the prior Terms will continue to apply to you until the end of your then-current Initial Term or Renewal Term, and the updated Terms will apply upon renewal. Updates do not change the fees or scope in an Order Form you have already signed.

14.2 Assignment. Except in the case of a merger or acquisition involving substantially all of a party’s assets, this Agreement may not be transferred or assigned without the consent of the other party.

14.3 Export Compliance. The Service is controlled and operated from the United States. The Service is subject to the export laws and regulations of the United States. You represent that, you are not located in, and will not export, re-export, access or use, or permit any person to export, re-export, access or use, the Service in any U.S embargoed country or region, or export, re-export, access or use the Service contrary to any U.S. export laws or regulations. You acknowledge that remote access may in certain circumstances be considered a re-export.

14.4 Force Majeure. Except for payment by you, neither party will be liable for, or be considered to be in breach of, or in default, under this Agreement, as a result of any cause or condition beyond such party’s reasonable control.

14.5 Logo Use. Cabot may identify you or your Company as a user of the Services, including by using your name and logo, on its website and in marketing and other promotional materials and presentations.

14.6 Notices. All notices must be in writing (in English) and sent to the notice email address in your Order Form or, if to Cabot, to [email protected]. Either party may update its email address for notices under this Agreement by providing notice to the other party in accordance with this section.

14.7 Severability. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intention and the remaining provisions will remain in full force and effect.

14.8 Waiver. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by each party.

14.9 Order of Precedence. If there is a conflict between these Terms and an Order Form, the Order Form will control solely with respect to the Services described in it, but only where the Order Form expressly references the Section of these Terms it modifies.