1. Description of the Service. The “Service” is Strongroom Solutions’ accounts payable service, including our proprietary software that processes, transmits and stores data and transactions (the “Software”) as hosted on servers operated by or on behalf of us or our authorized resellers (“Resellers”), and all related written documentation and guides made available by us to Authorized Users of the Service (the “Materials”). “Authorized Users” are end users who have been invited to register to access and use the Service by a Customer, and who have agreed to these ToS. The Service allows Authorized Users to automate their accounts payable approval procedures and payment transactions and to perform a number of financial and accounting functions on accounts associated by those Authorized Users with the Service (“Accounts”) through the use of a personal computer.

2. Modifications to these ToS. From time to time we may modify the terms and conditions of these ToS, including the Strongroom Solutions Acceptable Use Policy and Privacy Policy. We may request that you agree to the modified ToS to continue your use of the Service, in which case we will advise you of the modifications and provide you an opportunity to agree to or decline the new ToS. In the event that you decline the new ToS, your access to and use of the Service will be cancelled at that time. You acknowledge and agree that these ToS set forth security procedures for banking transactions that are commercially reasonable, and you agree to be bound by instructions that we implement in compliance with these procedures.

3. Grant of License. Subject to your compliance with these ToS, we grant you a limited nonexclusive, non-transferable license to access the Service, solely as hosted on servers operated by or on behalf of Strongroom Solutions (or our Reseller, as applicable), to facilitate Customer’s and your use of the Service . This license is limited to use of the Service in accordance with the terms and conditions of these ToS and as described in the most current Materials. You shall not, and shall not permit any third party to: (i) copy or incorporate portions of the Materials or "screen shots" of the Software except in training materials for internal use only, provided that the incorporated materials shall bear a notice of Strongroom Solution’s copyright; (ii) use the Software or Materials to provide services for any third party that is not an Authorized User, (iii) make copies of the Software or Materials except as expressly permitted in these ToS, (iv) reverse engineer, disassemble or reverse compile the Software, except as expressly permitted by applicable law and then only to the extent that Strongroom Solutions is required to permit such activity, (v) sell, let for hire, sublicense, distribute, give away or otherwise supply to a third party any of the Software or Materials, (vi) use the Software or Materials to create any computer software program, training materials or user documentation that is substantially similar to the Software or Materials, or (vii) make derivative works of the Software or Materials.

4. Authorized Use. The Service is provided for business use only by commercial or non-profit organizations located within the geographic United States; any use of the Service for personal, consumer or individual transactions is strictly prohibited. Depending upon access rights as assigned and managed by the Customer Administrators, you may use the Service to:

a. View accounts payable invoices and view the respective accounting information associated with each invoice.

b. Add or edit the accounting information associated with each invoice.

c. Approve invoices for payment.

d. Schedule payments from Accounts to payees located within the United States.

e. Control user access and rights.

f. Upload and download accounting information to and from certain accounting programs.

You are solely responsible for all activities that occur under your Account or user IDs. You will not engage in unauthorized use of the Service, including but not limited to: (i) creating a false identity or otherwise attempting to mislead any person as to your identity or the origin of any communication transmitted through the Service; or (ii) using accounts, account numbers, or attempting to authorize transactions through accounts for which you do not have full authority to conduct such activities; or (iii) perpetration of fraudulent or criminal acts. You may not permit any party who is a direct competitor of Strongroom Solutions to access or use the Service except with the prior written consent of an officer of Strongroom Solutions. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Your use of the Service other than as provided in this Section 4 automatically terminates this license granted above and is a material breach of these ToS.

5. User IDs and Passwords. You are solely responsible for keeping your user ID and password secure and strictly confidential. You will use reasonable care to protect the confidentiality of your user ID and password and you will not disclose it to any person not authorized to know it. You must immediately notify Strongroom Solutions and your administrator and disable affected user IDs and passwords if you reasonably suspect they may have been accessed by or disclosed to an unauthorized person or that they have been or are likely to be used in a manner not authorized by these ToS. Upon receipt of notice that a user ID and/or password may have been disclosed or accessed without authorization, we will cease fulfilling payment requests originating from the specified user IDs and passwords. We may also suspend or cancel a user ID and password without receiving such notice if we reasonably suspect such user ID and password is being used in an unauthorized or fraudulent manner, in which case we will promptly notify your administrator of such suspension or cancellation by email. No employee of Strongroom Solutions, nor any company affiliated with us, will contact you via e-mail or phone requesting a user ID and/or password. If you are contacted by anyone requesting this information, you must contact us and your administrator immediately. You acknowledge and agree that unauthorized use of the Service could result in the loss of all money in the related Account(s), plus any amounts available under overdraft protection.

6. Data Privacy and Security. In the course of using the Service, you will disclose certain data and information to us (collectively, “User Data”). You represent and warrant that all such User Data is true and correct, and that you have full right and authority to disclose the User Data to us for use as described herein. We may use and disclose User Data: (a) to the extent necessary to perform the Service; (b) as required by applicable law or regulation or in connection with a criminal investigation; (c) to third parties in connection with performance of the Service and subject to obligations of confidentiality consistent with the terms and conditions of these ToS; (d) to invoice Customer for the Service; and (e) to protect Strongroom Solutions and its facilities, networks, services, customers and third parties. You are the sole owner of your User Data, and you have sole responsibility for the accuracy, quality, integrity, and legality of your User Data. You will maintain current and accurate information for your Accounts and email contact information. Our privacy practices with respect to User Data can be found at http://www.strongroomsolutions.com/About/Privacy/. We may revise our Privacy Policy from time to time by posting the revised Privacy Policy at the URL provided above. We do not guarantee the security of the Service or the transactions processed through the Service; except to the extent directly caused by our gross negligence or willful misconduct, we will not be liable to you or any third party in the event of any unauthorized access to or use of your User Data or the unauthorized use of the Service. You are responsible for the use of the Service by any employee of yours, any person to whom you have given access to the Service, and any person who gains access to your data or the Service as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.

7. Service Alerts. From time to time we will provide automated electronic messages relating to the Services and/or activities in connection with a particular Account to the e-mail address(es) that are associated with the user IDs for the Account. Because alerts are not encrypted, we will never include bank account numbers in any alert. However, alerts may include your name and information about Accounts. Anyone with access to the email account provided by you will be able to view the contents of these alerts. We neither guarantee the delivery nor the accuracy of the contents of any alert. We will not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any other third party in reliance on an alert.

8. Authorized Payments. You hereby authorize us to make payments based on the requests and approvals that you submit through the Service. We may make such payments by electronic transmission (ACH) or by paper check. You represent and warrant that: (i) you have full authority to authorize all such payments requested or approved by you through the Service; (ii) you have authorized your financial institution to withdraw, debit or charge the necessary funds from the specified Account(s) for all payments submitted through the Service; and (iii) you will request a payment only when a sufficient balance is or will be available in the specified Account at the time of the withdrawal. We may refuse in our sole discretion to process any payment request for any reason, including but not limited to suspected or known criminal activity or any court order. If we refuse to process a payment request, we will notify your administrator via email, and you are responsible for making alternate payment arrangements. Payees are not required to accept your funds; we are not liable to you or any third party in the event that a payee refuses to accept a payment made through the Service. All payments through the Service will be paid in U.S. dollars and may only be made to a payee located in the United States.

By directing us to initiate a payment, you authorize us to withdraw from the designated banking Account the amount of funds required to complete the assigned transaction. You regard your requests for Services, instructions to change existing Account information or services, and other communications that you make via the Service as legal endorsements. As such, all communications and actions initiated by you via the Service shall command the legal authority of a written request authorized by your signature. Furthermore, you are solely responsible for confirming with your administrator that payment authorization rights are correctly configured in the Service for your organization such that the individuals who are required for signature on checks are appropriately configured as required authorization for payments in compliance with your organization’s payment authorization practices and requirements.

9. Confidentiality. The term "Confidential Information" means any information disclosed by one party to the other party that is disclosed in writing, orally or by inspection and is identified as "Confidential" or "Proprietary" or which a party has reason to believe is treated as confidential by the other party. Without limiting the generality of the foregoing, Confidential Information specifically includes the Service (including the Software and Materials) and the User Data. Each party shall treat as confidential all Confidential Information received from the other party, shall not use such Confidential Information except as allowed under these ToS, and shall not disclose such Confidential Information to any third party without the disclosing party's prior written consent. The receiving party shall take reasonable measures to prevent the disclosure and unauthorized use of the Confidential Information of the other party. The receiving party will promptly notify the disclosing party in writing of any misuse or misappropriation of the disclosing party’s Confidential Information that comes to the receiving party’s attention and will reasonably cooperate with the disclosing party in investigating such misappropriation and in mitigating any damages caused. Following termination of the Service each party will take reasonable steps to securely erase or destroy the Confidential Information of the other party that is within its possession or control, or if requested in writing by the other party, will return all such Confidential Information, except that Customer may request a copy of the User Data as provided herein.

10. Intellectual Property. We reserve all rights not expressly granted herein. Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights, trademarks and other intellectual property. Any intellectual property developed by us during the performance of the Service belongs to us exclusively unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.

11. System Requirements. You shall provide all necessary telephone lines, Internet connections, equipment, software (including a compatible Web browser), and telecommunications services reasonably necessary to effectively access and use the Service. You are responsible for upgrading and configuring your internal systems (e.g., network or Intranet settings, Internet routing, fire walls, and Web browsers) to be and remain compatible with and optimize the performance of the Service. You acknowledge that the availability and performance of the Service may be subject to interruption or delay due to causes beyond the reasonable control of Strongroom Solutions.

12. Hours of Service. Our business days are Monday through Friday, between the hours of 8AM to 5PM CST, excluding bank holidays. Email and phone support is available during business hours, and response time is approximately 1 hour.

13. Reliance on Information Provided. We are entitled to rely on the truth, completeness and accuracy of all information provided to us by you. You shall promptly inform us if the data or information provided includes a material error or inaccuracy (“Incorrect Data”), and shall bear the cost of correction and pay any damages arising from such delivery of Incorrect Data to us.

14. Term and Termination. These ToS shall remain in effect from the date that you indicate your acceptance of these ToS until the date that your access to the Service is cancelled or terminated by either your administrator or by Strongroom Solutions. You may request extended access to your User Data as hosted in the Service and/or an archive CD showing your activity history and we will use reasonable efforts to accommodate such request(s), provided that you acknowledge all such post-termination assistance shall be provided at our then-current applicable fees. In the case of a termination of these ToS by us in connection with non-payment of fees, we reserve the right to decline to provide any post-termination Services. Notwithstanding any provision in these ToS to the contrary, either of us may terminate these ToS immediately if the other party materially breaches its obligations under these ToS. We recommend that you cancel any partially processed payments prior to any discontinuation of the Service. Upon termination of these ToS, your right to access and use the Service shall immediately cease. Sections 9 10, 15, 16, 17 and 22 survive any termination of these ToS.

15. Indemnification. You will indemnify and hold Strongroom Solutions, its officers, directors and employees harmless from any claim or demand (including attorney’s fees) made by any third party arising out of your use of the Services. Strongroom Solutions will indemnify and hold you harmless from any claim or demand (including attorney’s fees) made by any third party arising out of the gross negligence or willful misconduct of Strongroom Solutions in the performance of the Services.

16. Disclaimer of Warranties. THE SERVICE IS PROVIDED, AND YOU HEREBY ACCEPT THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. STRONGROOM SOLUTIONS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. STRONGROOM SOLUTIONS MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU AGREE THAT THE SERVICE IS NOT A CONSUMER GOOD FOR PURPOSES OF FEDERAL OR STATE WARRANTY LAWS.

17. Limitation of Liability. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, COST OF PROCURING SUBSTITUTE SERVICES, LOST PROFITS, LOSSES, OR OTHER EXPENSES) ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE OR INFORMATION PROVIDED PURSUANT TO THIS SERVICE, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.

IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE USING THE SERVICE. You acknowledge that we have set our prices and entered into this ToS in reliance upon the limitations and disclaimers of liability, damages, and warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability and disclaimers specified in this ToS will survive and apply even if found to have failed their essential purpose.

18. Notices. We may provide notice to you at the email address you provide us when you complete your registration for the Service. Notice to us shall be sent by overnight courier with signature required on receipt to Strongroom Solutions, Inc., 410 Pierce Street, Suite 209, Houston, Texas 77002, to the attention of the Chief Legal Officer.

19. General. Each of the parties are independent contractors to the other, and these ToS do not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Except as provided herein with respect to our performance of the Service, neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. The failure of either party to exercise or enforce any right or provision of this ToS shall not constitute a waiver of such right or provision. If any provision of this ToS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this ToS remain in full force and effect. THESE ToS shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. YOU irrevocably consent to the exclusive personal jurisdiction of the State and federal courts located within Harris County, Texas. You may not assign or otherwise transfer your rights or obligations under these ToS, whether by operation of law, merger, consolidation, or otherwise, without our prior written consent. We may assign these ToS in whole or in part as part of a corporate reorganization or a sale of our business, and we may transfer your Confidential Information as part of any such transaction. We may use third party service providers to perform all or any part of the Service, but we remain responsible to you for work performed by our third party service providers to the same extent as if we performed the Service ourselves. With your prior consent, we may publicly identify you as a customer of the Service on our website and in written materials. These ToS constitute the entire agreement between you and us with respect to the subject matter hereof and supersedes any prior agreements or understandings, whether oral or written. These ToS may not be modified or amended except as provided herein.