By executing the order form (as defined below), by selecting a check box expressly agreeing to these terms & conditions or by otherwise accepting these terms & conditions in writing (such earliest date, the date of “acceptance”), you acknowledge that you have read, understood, and agree to be bound by these terms & conditions and the order form, if applicable (together, this “agreement”).

If you are entering this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case the term “customer” refers to such entity. If you do not have such authority, or if you do not agree with this agreement, you must not access the Zara Financials Inc. website. Each of customer and Zara Financials Inc. may be referred to herein as a “party” and together as the “parties”.

Zara Financials Inc. may change the terms and conditions of this Agreement from time to time by providing at least thirty (30) days’ prior notice either by emailing the email address associated with Customer’s account or through other reasonable means.

If Customer accesses the Zara Financials Inc. website after the date on which the revised Agreement becomes effective, Customer’s access will constitute acceptance of the revised terms and conditions. If any change to this Agreement is not acceptable to Customer, Customer’s only remedy is to stop accessing the Zara Financials Inc. website.

Ownership; Reservation of Rights

(a) Customer Data. Customer or its licensors own the data input or uploaded by Customer into the Zara Financials Inc. website, including, without limitation, any such information regarding Customer’s finances (“Customer Data”). Customer hereby grants Zara Financials Inc. the nonexclusive, worldwide, royalty-free, fully paid up, non-sublicensable (except to contractors, consultants and service providers providing services on behalf of Zara Financials Inc.), nontransferable (except as set forth in the section titled “General”) right and license to (i) copy, use, modify, distribute and display the Customer Data and the Customer Content (defined below) to perform its obligations under this Agreement, (ii) copy, modify and use Customer Data or Customer Content in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions, archival purposes and improving Zara Financials Inc. website products and services, and (iii) create aggregated and/or anonymized data from the Customer Data or Customer Content (“Aggregated Data”), which does not include information that identifies or would reasonably be expected to identify Customer or any of its Authorized Users. For the avoidance of doubt, Aggregated Data is not Customer Data or Customer Content. As between the parties, Customer reserves any and all right, title and interest in and to the Customer Data other than the licenses therein expressly granted to Zara Financials Inc. website under this Agreement. Zara Financials Inc. website makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any Customer Data.

(a) Ownership; Reservation of Rights. Customer acknowledges and agrees that, as between the parties, Zara Financials Inc. retains all rights, title, and interest in and to the Zara Financials Inc. website, all copies or parts thereof (by whomever produced), all improvements, updates, modifications or enhancements thereto, and all intellectual property rights therein. Zara Financials Inc. grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Zara Financials Inc. website.

(b) Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Zara Financials Inc. with respect to the Zara Financials Inc. Customer hereby grants Zara Financials Inc. a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (i) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (ii) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

(c) Customer Responsibilities. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Zara Financials Inc. website and notify Zara Financials Inc. promptly of any such unauthorized access or use, and (ii) use the Zara Financials Inc. website only in accordance with the documentation, this Agreement and any applicable laws and regulations. Customer will be solely liable for any uses of accounts linked to Customer’s login credentials.

(d) Privacy. Data Security. Zara Financials Inc. may collet, use, disclose, and otherwise process Customer personal information in accordance with Zara Financials Inc. privacy policy, and will implement and maintain commercially reasonable administrative, physical and technical controls designed to safeguard Customer Data. Zara Financials Inc. reserves the right to decline to share Customer Data with any third party where Zara Financials Inc. believes that such sharing may expose Customer or Zara Financials Inc. to excessive security, financial or reputational risk. Zara Financials Inc. has no liability for any collection, processing, storage, use or disclosure of Customer Data by any third party servicer or any other third party.

Support

Zara Financials Inc. agrees to provide reasonable support to Customer during Zara Financials Inc. normal support hours. Zara Financials Inc. additionally agrees to provide customer service support in the form of e-mail and telephone during Zara Financials Inc. normal customer support hours.

Financial Transactions

Zara Financials Inc. shall not perform any financial transactions for Customer. Customer understands and agrees that Zara Financials Inc. will provide a bookkeeping solution solely in accordance with the information provided by Customer to Zara Financials Inc. Zara Financials Inc. does not provide verified financial statements, or attestation services. Zara Financials Inc. responsibility is to reconcile the bank and credit card accounts and categorize transactions with Customer’s approval, reviewed by Customer. The financial reports in the Zara Financials Inc. are generated automatically using accounting software QuickBooks based on information provided to Zara Financials Inc. by Customer. Further, subject to the terms and conditions of this Agreement, Zara Financials Inc. will reconcile Customer’s accounts using a variety of data sources including but not limited to Customer’s bank statements, credit card statements, payroll reports, sales tax filings, deposit reports from merchant services provides, but Zara Financials Inc. does not provide auditing or attestation services related to these reconciliations. All reporting is subject to further edit pending Customer’s review and approval.

Payment

Fees; Payment Terms. As consideration for Zara Financials Inc. providing the Zara Financials Inc. hereunder, Customer agrees to pay Zara Financials Inc. the aggregate monthly fee set forth in the Order Form.

Term and termination

(a) Term. The initial term of this Agreement will commence on the date of Acceptance and continue for the initial term set forth in the Order Form, unless earlier terminated as set forth herein (the “Initial Term”). Thereafter, this Agreement will automatically renew for additional periods of the same duration (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party provides the other party with written notice of non-renewal at least sixty (60) days’ prior to the end of the then-current term. (b) Termination; Effect of Termination. In addition to any other remedies it may have, either party may terminate this Agreement if the other party breaches any of the terms or conditions of this Agreement and fails to cure such breach within five (5) days of receiving notice thereof. Upon any termination or expiration of this Agreement for any reason, Customer may request an export of the Customer Data in a mutually agreed upon format within thirty (30) days of the effective date of such termination or expiration. Thereafter, Zara Financials Inc. may, but is not obligated to, in its sole discretion and without delivery of any notice to Customer, delete any Customer Data stored or otherwise archived on the Zara Financials Inc. website or on Zara Financials Inc. network. Upon any expiration or termination of the Agreement, all rights granted hereunder and all obligations of Zara Financials Inc. to provide the Zara Financials Inc. website will immediately terminate and (i) Customer will cease use of the Zara Financials Inc. website; and (ii) each party will return or destroy all copies or other embodiments of the other party’s Confidential Information (subject to Zara Financials Inc. rights under the section titled Customer Data). (c) Survival. Termination of this Agreement in accordance with the section titled “Term and termination”, or expiration of this Agreement, will not affect any obligations of the parties that have accrued up to the date of such termination or expiration, including without limitation any payment obligation. Upon any expiration or termination of this Agreement, the provisions of the sections titled “Customer Data”, “Ownership; Reservation of Rights”, “Feedback”, “Payment” “Termination; Effect of Termination”, “Survival”, “Confidentiality”, “Disclaimer”, “Limitations of Liability”, “Indemnification” and “General” will survive.

Confidentiality

As used herein, “Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the “Receiving Party”); provided, however, that a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Zara Financials Inc. Confidential Information includes, without limitation, the Zara Financials Inc. website and the terms of this Agreement. Information will not be deemed “Confidential Information” if such information: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party. Each party agrees that it will use the Confidential Information of the other party solely to perform its obligations or exercise its rights under this Agreement. Neither party will disclose, or permit to be disclosed, the other party’s Confidential Information directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Each party will use reasonable measures to protect the confidentiality and value of the other party’s Confidential Information. Notwithstanding any provision of this Agreement, either party may disclose the other party’s Confidential Information, in whole or in part (A) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations or, in the case of professional advisors, are bound by ethical duties to keep such Confidential Information confidential consistent with the terms of this Agreement; and (B) as required by law (in which case each party will provide the other with prior written notification thereof, will provide such party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

Representations and Warranties

(a) Representations and Warranties. Each party represents and warrants to the other party that (i) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when signed by both parties. (b) Customer Representations and Warranties. Customer represents, warrants and covenants that: (i) Customer has all rights necessary to grant to Zara Financials Inc. the rights and licenses in this Agreement with respect to the Customer Data and any information, content or other materials it uploads, submits or otherwise makes available to Zara Financials Inc. (the “Customer Content”); (ii) Zara Financials Inc. use of the Customer Data and Customer Content as permitted hereunder does not and will not infringe or violate the rights of any third party; and (iii) Customer’s provision of the Customer Data and Customer Content to Zara Financials Inc., and Zara Financials Inc. use thereof in accordance with this Agreement, will not violate any applicable laws, rules or regulations.

Warranty disclaimer

Except as expressly provided in this Agreement, the Zara Financials Inc. is provided “as is,” and Zara Financials Inc. expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, noninfringement, merchantability, and fitness for a particular purpose. Interruption of Service: Customer hereby acknowledges and agrees that Zara Financials Inc. will not be liable for any temporary delay or interruptions of the Zara Financials Inc. website. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified in the Order Form, all bookkeeping services provided by Zara Financials Inc. to a Customer will be deemed accepted when delivered.

Limitation of liability

(a) disclaimer of consequential damages. Zara Financials Inc. shall not be liable for (a) any loss of use, loss of data, or interruption of business or (b) any indirect, special, incidental, consequential, or punitive damages of any kind (including, without limitation, lost profits), regardless of the form or action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Zara Financials Inc. has been advised of the possibility of such damages. Customer acknowledges that these limitations are an essential element of this agreement, and absent such imitations, finally would not enter into this agreement. (b) general cap on liability. Zara Financials Inc. liability hereunder for each individual claim arising under or relating to this agreement shall not exceed the amount paid by customer to finally during the three (3) month period before the action arose. Under no circumstances will Zara Financials Inc. liability for all claims arising under or relating to this agreement, regardless or the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the aggregate fees paid by customer to Zara Financials Inc. under this agreement during the twelve (12) month period preceding the event or circumstances giving rise to such liability. This limitation of liability is cumulative and not per incident. (c) independent allocations of risk. Customer acknowledges that these limitations are an essential element of this agreement, and absent such imitations, finally would not enter into this agreement. Each of these provisions is severable and independent of all other provisions of this agreement, and each of these provisions will apply even if they have failed of their essential purpose.

General

Customer agrees that Zara Financials Inc. may (i) list and/or identify Customer’s name (including by displaying any Customer trademark) to identify the business relationship between the parties on Zara Financials Inc. website and in other marketing and advertising collateral and (ii) publish a case study with respect to Customer’s use of the Zara Financials Inc. website. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign this Agreement or assign or delegate its rights or obligations under the Agreement without the other party’s prior written consent; provided however, that either party may assign this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either party otherwise than in accordance with this paragraph will be null and void. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. In the event of a conflict between the Order Form and these Terms & Conditions, these Terms & Conditions will govern unless expressly stated otherwise in the Order Form. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. All notices under this Agreement will be in writing and sent to the addresses set forth in the Order Form and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Upon the occurrence of any Force Majeure Event, the affected party will give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform. This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in Sacramento, California and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the Zara Financials Inc. website may cause irreparable harm and injury to Zara Financials Inc. for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer agrees that Zara Financials Inc. may be entitled to injunctive relief in the event Customer uses the Zara Financials Inc. in any way not expressly permitted by this Agreement.