Ledgible SAAS Agreement

(Last modified September 17, 2019)

Acceptance of the Terms of Use
This SAAS Agreement (” Agreement”) is a binding agreement between you (” Customer” or “ you”) and Verady, Inc. (” Verady,” “ we” or ” us”).
Verady provides cryptocurrency accounting and audit services for the blockchain industry (the “ Services”).
This Agreement and the Privacy Policy at https://verady.com and https://ledgible.io govern your relationship with us, your use of the App and our use of your information. It goes into effect on the date (the “ Effective Date”) the Signup button on the website Signup Panel is clicked for your login account (the “ Web Signup”)

BY CLICKING THE “SIGNUP” BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

Table of Contents

1. Definitions and Interpretative Guidelines
2. Services.
   • 2.1 Provision of Access.
   • 2.2 Verady Materials License.
   • 2.3 Service and System Control.
   • 2.4 Changes.
   • 2.5 Subcontractors.
3. Customer Obligations.
4. Service Levels and Credits.
   • 4.1 Service Levels.
   • 4.2 Service Level Failures and Remedies.
   • 4.3 Scheduled Downtime.
   • 4.4 Service Support.
5. Security.
   • 5.1 Verady Systems and Security Obligations.
   • 5.2 Customer Control and Responsibility.
   • 5.3 Access and Security.
6. Fees.
   • 6.1 Fees.
   • 6.2 Fee Increases.
   • 6.3 Expenses.
   • 6.4 Taxes.
   • 6.5 Payment.
   • 6.6 Late Payment.
   • 6.7 No Deductions or Setoffs.
7. Intellectual Property Rights.
   • 7.1 Services and Verady Materials.
   • 7.2 Customer Data.
   • 7.3 Consent to Use Customer Data.
   • 7.4 Resultant Data.
8. Confidentiality.
9. Disclaimer of Warranties.
10. Limitations of Liability.
    • 10.1 Exclusion of Damages.
    • 10.2 Cap on Monetary Liability.
11. Term and Termination.
    • 11.1 Normal Duration.
    • 11.2 Breach.
    • 11.3 Surviving Terms.
12. Assignment.
13. Governing Law.
14. Miscellaneous.
    • 14.1 Notice Procedure.
    • 14.2 Exhibits.

1. Definitions and Interpretative Guidelines.

All words with initial capitals are defined in Exhibit 1, which Exhibit also sets forth some interpretative guidelines.

2. Services.

2.1 Provision of Access.

Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, during the term of this Agreement, Verady grants Customer a non-exclusive, nontransferable (except in compliance with Section 12) right to access and use the Services during the term of this Agreement, solely for use by Authorized Users for the Permitted Use in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Verady must provide to Customer the Access Credentials as of the Effective Date.

2.2 Verady Materials License.

Subject to the terms and conditions contained in this Agreement, Verady grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12) license to use the Verady Materials during the term of this Agreement solely for Customer’s internal business purposes in connection with its use of the Services.

2.3 Service and System Control.

Except as otherwise expressly provided in this Agreement, as between the Parties:

1. Verady has and will retain sole control over the operation, provision, maintenance and management of the Services and Verady Materials, including the:
   • (i) Verady Systems;
   • (ii) location(s) where any of the Services are performed, including in the United States of America, in countries outside the United States of America, or outside the borders of the country in which Customer or the Customer Systems are located,
   • (iii) selection, deployment, modification and replacement of the Service Software; and
   • (iv) performance of Service maintenance, upgrades, corrections and repairs; and
2. Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Services and Verady Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User.

2.4 Changes.

Verady reserves the right, in its sole discretion, to make any changes to the Services and Verady Materials that it deems necessary or useful to:

• (a) maintain or enhance (i) the quality or delivery of Verady's services to its customers, (ii) the competitive strength of or market for Verady's services or (iii) the Services' cost efficiency or performance; or
• (b) to comply with applicable Law (collectively, the “Service Updates”).

2.5 Subcontractors.

Verady may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor").

3. Customer Obligations.

Customer must at all times during the term of this Agreement:

• (a) set up, maintain and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used;
• (b) provide Verady Personnel with such access to Customer's premises and Customer Systems as is necessary for Verady to perform the Services in accordance with the Availability Requirement and Specifications; and
• (c) provide all cooperation and assistance as Verady may reasonably request to enable Verady to exercise its rights and perform its obligations under and in connection with this Agreement.

4. Service Levels and Credits.

4.1 Service Levels.

Subject to the terms and conditions of this Agreement, Verady will use commercially reasonable efforts to make the Services Available at least 99.5% of the time as measured over the course of each calendar month during the term of this Agreement (each such calendar month, a "Service Period").

4.2 Service Level Failures and Remedies.

In the event of a Service Level Failure, Verady must issue a credit to Customer of one (1) times the fraction of the calendar month during which the Service Level Failure occurred (each a "Service Credit").

4.3 Scheduled Downtime.

Verady must use commercially reasonable efforts to schedule downtime for routine maintenance of the Services on non-business days or during the hours of 9 p.m. – 8 a.m. Eastern time zone.

4.4 Service Support.

The Services include Verady’s standard customer support services ("Support Services") at the support levels Customer purchases in accordance with the Verady service support schedule then in effect, a current copy of which is attached as Exhibit 3 (the "Support Schedule"). Verady may amend the Support Schedule from time to time in its sole discretion.

5. Security.

5.1 Verady Systems and Security Obligations.

Verady must employ security measures in accordance with Verady's data privacy and security policy as amended from time to time.

5.2 Customer Control and Responsibility.

Customer has and will retain sole responsibility for:

• (a) all Customer Data, including its content and use;
• (b) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with the Services;
• (c) Customer Systems;
• (d) the security and use of Customer's and its Authorized Users' Access Credentials; and
• (e) all access to and use of the Services and Verady Materials directly or indirectly by or through the Customer Systems.

5.3 Access and Security.

Customer must employ all physical, administrative and technical controls necessary to securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services.

6. Fees.

6.1 Fees.

As compensation in full for the Services, Customer must pay Verady the monthly subscription fee set forth on the online Ledgible portal Subscription Page and displayed under the Account Settings area. (the “Fee”).

6.2 Fee Increases.

Verady may increase Fees no more than twice any Agreement Year at a after the first Agreement Year the by providing written notice to Customer at least 60 calendar days prior to the commencement of that Agreement Year.

6.3 Expenses.

Verady and Customer must each bear their own expenses incurred in connection with their activities under this Agreement.

6.4 Taxes.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes.

6.5 Payment.

The first Fee is payable on the Effective Date and thereafter on the same day of each succeeding month.

6.6 Late Payment.

If Customer fails to make any payment when due then Verady may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly.

6.7 No Deductions or Setoffs.

All amounts payable to Verady under this Agreement must be paid by Customer to Verady in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.

7. Intellectual Property Rights.

7.1 Services and Verady Materials.

All right, title and interest in and to the Services and Verady Materials are and will remain with Verady.

7.2 Customer Data.

As between Customer and Verady, Customer is and will remain the sole and exclusive owner of all rights in and to all Customer Data.

7.3 Consent to Use Customer Data.

Customer irrevocably grants all such rights and permissions in or relating to Customer Data to Verady as are necessary or useful to perform the Services; and to Verady as are necessary or useful to enforce this Agreement.

7.4 Resultant Data.

Notwithstanding anything to the contrary in this Agreement, Verady may monitor Customer’s use of the Services and collect and compile Resultant Data.

8. Confidentiality.

For the purposes of this Agreement, “Confidential Information” means non-public information about a Party’s business or activities.

9. Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4, ALL SERVICES AND VERADY MATERIALS ARE PROVIDED "AS IS" AND VERADY DISCLAIMS ALL WARRANTIES.

10. Limitations of Liability.

10.1 Exclusion of Damages.

EXCEPT FOR VERADY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL VERADY BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF USE.

10.2 Cap on Monetary Liability.

EXCEPT FOR VERADY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF VERADY EXCEED THE AMOUNT TENDERED BY CUSTOMER.

11. Term and Termination.

11.1 Normal Duration.

This Agreement will go into effect on the Effective Date and will continue in effect as set forth in the Subscription Page.

11.2 Breach.

If at any time a Party makes a material breach of any of its material obligations under this Agreement and the breach continues for 30 days after notice, then the non-breaching Party may terminate this Agreement.

11.3 Surviving Terms.

The rights and obligations of the Parties set forth in this Section will survive any termination or expiration of this Agreement.

12. Assignment.

This Agreement may not be assigned, in whole or in part, by either Party without the prior written consent of the other Party.

13. Governing Law.

This Agreement and all amendments must be construed under the laws of Georgia.

14. Miscellaneous.

14.1 Notice Procedure.

No notice or other communication under this Agreement is sufficient to affect any rights unless in writing.

14.2 Exhibits.

The following exhibits are incorporated into this Agreement by this reference:

• Exhibit 1 Definitions and Interpretative Guidelines
• Exhibit 2 Services and Specifications
• Exhibit 3 Support Schedule
• Exhibit 4 Privacy and Security Policy

Exhibit 1

VERADY, INC.
SAAS AGREEMENT
DEFINITIONS AND INTERPRETATIVE GUIDELINES

1. Definitions.
   “ Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other code. “ Agreement” means this SAAS Agreement. “ Authorized User” means Customer's employees who are authorized to access and use the Services. “ Customer Data” means information collected from Customer or an Authorized User through the Services. “ Service Levels” has the meaning set forth in Section 4.1. “ Service Level Failure” has the meaning set forth in Section 4.1.