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Subscription Agreement

This Subscription Agreement (the “Agreement”) is entered on the date of acceptance (the “Effective Date”) and is made and entered into by and between Profit Path Solution LLC (“Profit Path Solution LLC”) and the registered member (“Member” or “you”). Profit Path Solution LLC and Member may be individually referred to in this Agreement as “party” and collectively as the “parties.”

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF OUR SERVICES. BY USING THE SERVICES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT USE THE SERVICES.

I. Definitions

In this Agreement, the following capitalized terms have the following meanings:

“Member Data” means all data, information, and materials provided by Member or Member’s licensors to Profit Path Solution LLC for use in connection with the Services, including, without limitation, data input, data files, and any other content provided by Member. “Fees” mean the fees paid by Member for Services provided hereunder as set forth in the Fee Schedule. “Services” mean Profit Path Solution LLC’s bookkeeping, back-office, advisory, human resources, payroll and merchant products, support and services, technology development and consulting services, and other services provided by Profit Path Solution LLC to Member. “User” means any individual who is authorized to use the Services by the Member and is supplied a user identification and password, including employees, accountants, auditors, and any other authorized Member representatives.

II. License and Restrictions

Subject to the terms and conditions of this Agreement, upon the Effective Date, Profit Path Solution LLC grants to Member, and Member agrees to pay the Fees for, a limited, revocable, non-exclusive, non-transferable, non-assignable license to use the Services solely for Member’s internal use (the “License”).

You shall not, and shall not permit anyone to:

  • Copy or republish the Services;
  • Make the Services available to any person other than a User authorized by you;
  • Use or access the Services to provide service bureau, timesharing, or other computer hosting services to third parties;
  • Modify or create derivative works based upon the Services;
  • Remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the software used to provide the Services;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Services, except and only to the extent such activity is expressly permitted by applicable law; or,
  • Access the Services or use the documentation to build a similar or competitive product.

You shall not claim any right, title, or interest in or to the Profit Path Solution LLC trade name, logo, or trademark, or other identifying symbols, and shall not use the same except with the express written permission of Profit Path Solution LLC.

You, your affiliates, or agents shall not directly or indirectly offer employment to, or otherwise interfere with the employment relationship of, our employees or solicit our employees to leave our employment without the express written permission of a legally authorized representative of Profit Path Solution LLC.

You shall not solicit any of our other Members or Users to use products and/or services that are competitive with the Services.

You acknowledge that all

(a) patents, utility models, copyrights, database rights, and rights in trademarks, trade names, designs, know-how, and invention disclosures (whether registered or unregistered);

(b) applications, reissues, confirmations, renewals, extensions, divisions, or continuations for any of these rights; and

(c) all other intellectual property rights and similar forms of worldwide protection (“Intellectual Property Rights”) in and to the Services and their content are owned by Profit Path Solution LLC or Profit Path Solution LLC’s licensors. Neither this Agreement (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such Intellectual Property Rights, except for the limited access rights expressly set forth above. Profit Path Solution LLC and its licensors and/or suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement.

III. Member Obligations Responsibility for Service Use.

You acknowledge and agree that you shall be responsible for all uses of the Services, all information used or Member Data displayed within the Services, all reporting from the Services, and all acts or omissions that occur in connection with your Account.

Account Information and Responsibility. You agree to provide contact information and other information with respect to your Account, including but not limited to your company name, address, telephone number, fax number, and e-mail address. You also agree to update such information to keep it true, accurate, current, and complete. You are responsible for maintaining the confidentiality of your Account information, including your password, and for all activity that occurs under your Account. You agree to notify Profit Path Solution LLC immediately of any unauthorized use of your Account or password, or any other breach of security. You may be held liable for losses incurred by Profit Path Solution LLC or any other user of the Services due to someone else using your password or Account. You may not use anyone else’s password or account at any time. You may not attempt to gain unauthorized access to the Services. Should you attempt to do so, assist others in making such attempts, or distribute instructions, software, or tools for that purpose, then your Account will be terminated without any refund of Fees. You agree to provide us with accurate, current, and complete information about yourself and your billing information as prompted by the Account registration process. You may update any of your Account information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated credit card by contacting us directly.

User Access. You shall only permit your Users to access and use the Services on your behalf and in accordance with this Agreement. You shall remain responsible and liable to Profit Path Solution LLC for any act or omission of a User that would constitute a breach of this Agreement if such act or omission were by you.

Prohibited Uses. You may not use any automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, probe, test, or monitor any portion of the Services, or in any way reproduce or circumvent the navigational structure or presentation of the Services, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or any of the systems or networks comprising or connected to the Services.

Profit Path Solution LLC Right to Terminate. You agree that Profit Path Solution LLC may, at any time, in its sole discretion and without prior notice to you, terminate your access to the Services and your Account for any reason, including without limitation:

  • Any attempt to gain unauthorized access to the Services or assistance to others’ attempting to do so;
  • Any attempt to overcome security measures protecting the Services;
  • Discontinuance or material modification of the Services offered;
  • Violations of this Agreement;
  • Suspected or actual copyright infringement;
  • Unexpected operational difficulties; and
  • Requests by law enforcement or other government agencies.

You agree that Profit Path Solution LLC will not be liable to you or to any third party for termination of your access to the Service.

Your Compliance Obligations. You agree that you are solely responsible for complying with all laws, taxes, and tariffs applicable to your business operations (collectively “Compliance Obligations”), and will hold harmless, protect, and defend Profit Path Solution LLC from any claim, suit, or penalty relating to Compliance Obligations.

IV. Fees and Payment Fees

You agree to pay all Fees in accordance with the Pricing Plan and Fee Schedule provided to you. All Fees are non-refundable, except as otherwise required by law or expressly stated herein.

Billing and Payment. You authorize Profit Path Solution LLC to charge your designated payment method for the Fees in accordance with your selected Pricing Plan. You agree to keep your billing information up to date and to notify Profit Path Solution LLC of any changes to your payment information promptly.

Late Payments. If any Fees are not received from you by the due date, then at Profit Path Solution LLC’s discretion, (a) such Fees may accrue late interest at the highest rate permitted under applicable law, and/or (b) Profit Path Solution LLC may suspend the Services until such overdue amounts are paid in full.

Taxes. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies, or duties.

V. Confidentiality and Data Protection Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party during the term of this Agreement that is either designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential.

Use of Member Data. Profit Path Solution LLC shall use Member Data solely for the purpose of providing the Services and shall not disclose Member Data to any third party except as permitted by this Agreement or as required by law. Profit Path Solution LLC shall maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Member Data.

Data Protection. Profit Path Solution LLC shall comply with all applicable data protection

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