Terms of Service

This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site located at www.entryless.com ("ENTRYLESS"), as owned and operated by www.entryless.com on behalf of those of its direct or indirect subsidiaries and/or affiliates, (collectively referred to as "ENTRYLESS"). By using ENTRYLESS.COM you agree to be bound by the terms and conditions of this Agreement, as they may be amended from time to time in the future (see "Modification" below). Please read carefully this Agreement carefully. It constitutes a binding legal agreement between you and ENTRYLESS.COM.

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR AND YOUR BUSINESS OR OTHER LEGAL ENTITY'S ("YOU") USE OF THE VARIOUS WEBSITES OWNED AND OPERATED BY COMPANY, INCLUDING, WITHOUT LIMITATION, THE WWW.ENTRYLESS.COM WEBSITE AND ENTRYLESS.COM NAME ("SITES"), AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED FROM TIME TO TIME IN CONNECTION THEREWITH (COLLECTIVELY, THE "SERVICE"). BY USING THE SITES OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITES. BY ENTERING INTO 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 AND THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT.

YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE "I AGREE" OR "I ACCEPT" BUTTON YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, "you" and "your" will refer to that company or other legal entity.ification

ENTRYLESS.COM reserves the right, at its sole discretion, to modify or terminate the Service or to modify this Agreement, at any time and without prior notice. If we modify the Service or this Agreement, we will post the modification on the ENTRYLESS.COM website (the "Site") or provide you with notice of the modification. ENTRYLESS.COM will also update the "Last Updated Date" at the top of the home page of the Site. By continuing to access or use the Service after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to use the modified Service and/or to be bound by the modified Agreement. If the modified Service or Agreement is not acceptable to you, your only recourse is to cease using the Service.

Description of the Service

The Service is a personal & enterprise finance information management and automation service that allows Users to automate, consolidate and track their payables, accounting, and financial information on ENTRYLESS.COM . The Service is provided to you by ENTRYLESS.COM without charge (it is free) and is meant as an aid to assist you in organizing and managing your finances. It is not intended to provide legal, tax or financial advice.

Registration

As a condition to using certain aspects of the Service, you will be required to register with Company and select a password and screen name ("Company User ID"). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Company account. You shall not (i) select or use as a Company User ID a name of another person with the intent to impersonate that person; (ii) use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Company User ID a name that is otherwise offensive, vulgar or obscene. Company reserves the right to refuse registration of, or cancel a Company User ID in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Company password. You shall never use another user's account without such other user's express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Account Information from Third Party Sites

Through the Service, you may direct Company to retrieve certain information maintained online by third-party financial institutions or providers with which you have a customer relationship, maintain accounts or engage in financial transactions ("Account Information"). You agree to provide your username, password, PIN and other log-in information and credentials necessary to access your account with such institutions or providers ("Access Information"), and you hereby grant Company permission to use the Access Information and Account Information for the purposes contemplated by this Agreement.

By using the Service, you expressly authorize Company to access, store and use your Account Information maintained by identified third parties, on your behalf as your agent. You hereby authorize Company to store and use your Access Information to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit Account Information. This may include, without limitation, monitoring your usage (including the location of relevant clicks and links) of such third party sites (when accessed through the Service) solely to facilitate such compatibility and our contemplated access to your relevant Account Information in connection with the Service.

For purposes of this Agreement, you grant Company a limited power of attorney, and appoint Company as your attorney-in-fact and agent, to access third party sites using Access Information, and to retrieve, store and use your Account Information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person solely in connection with Company's provision of the Service. YOU ACKNOWLEDGE AND AGREE THAT WHEN COMPANY ACCESSES AND RETRIEVES ACCOUNT INFORMATION FROM THIRD PARTY SITES, COMPANY IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You acknowledge and agree that the foregoing does not imply sponsorship or endorsement by any third party services accessible through the Service. You represent and warrant that neither the foregoing (or anything else in this Agreement) nor your use of the Services will violate any agreement or terms to which you are subject, including without limitation, those with respect to any third party site or service.

Financial Disclaimer

NEITHER ENTRYLESS.COM NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. DOMIAN IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. The Service is intended only to assist you in your financial organization and decision-making and is broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances. THE SERVICE IS NOT INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. COMPANY IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR.

License to use entryless.com Client Application and Services

Subject to your compliance with the terms and conditions of this Agreement, ENTRYLESS.COM hereby grants you a non-exclusive license, with no right to sublicense, to copy and install the ENTRYLESS.COM Client Application on any website that you own or control or operate on behalf of a third party for the sole purpose of using the Service in connection with such websites. The foregoing license includes the right to use any documentation and other materials provided by ENTRYLESS.COM to enable you to use the ENTRYLESS.COM Client Application and to access and use the Service to view analytical reports generated by the Service for such websites.

You will not nor will you allow any third party to (i) modify, adapt, translate or otherwise create derivative works based on the ENTRYLESS.COM Client Application or the Service; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the underlying ideas, algorithms, structure or organization of the ENTRYLESS.COM Client Application or the Service; (iii) rent, lease, sell, assign, distribute or otherwise transfer rights in the ENTRYLESS.COM Client Application or the Service or offer the Service on a timesharing, service bureau or hosted service basis; or (iv) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the ENTRYLESS.COM Client Application or the Service. You will comply with all applicable laws and regulations in your access to and use of the ENTRYLESS.COM Client Application and the Service.

Fees

ENTRYLESS.COM makes the Service available at no charge. However, ENTRYLESS.COM reserves the right, at any time, to modify the Service and this Agreement by beginning to charge fees and establish payment terms (or to change its then-current fees or payment terms) for use of the Service. If ENTRYLESS.COM decides to charge fees and establish payment terms (or to change its then-current fees or payment terms) for use of the Service, any such modification to the Service and this Agreement will be effective in accordance with the terms of the "Modification" paragraph above.

Account Registration

In order to use the Service you must register to create an account ("Account"). During the registration process, you will be required to provide certain information to us and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. ENTRYLESS.COM reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify ENTRYLESS.COM of any unauthorized use of your Account. By signing up for ENTRYLESS.COM you agree that ENTRYLESS.COM may send you occasional emails relevant to your use of the ENTRYLESS.COM service.

Privacy

See ENTRYLESS.COM' Privacy Policy https://www.entryless.com/Privacy_Policy.

Ownership

The ENTRYLESS.COM Client Application and the Service are protected by copyright, trademark, and other laws of the United States and foreign countries. ENTRYLESS.COM and its licensors exclusively own all right, title and interest in and to the ENTRYLESS.COM Client Application and the Service, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the ENTRYLESS.COM Client Application or the Service.

Termination and Account Cancellation

If you breach any of this Agreement, ENTRYLESS.COM will have the right to suspend or disable your Account or terminate this Agreement, at its sole discretion and without prior notice to you. ENTRYLESS.COM reserves the right to revoke your access to and use of the Service at any time, with or without cause. You may cancel your Account at any time by sending an email to support@entryless.com. Upon any termination of this Agreement or cancellation of your Account, you will promptly must destroy all originals and copies of the ENTRYLESS.COM Client Application in your possession or control and so certify in writing to ENTRYLESS.COM and cease any further use of the ENTRYLESS.COM Client Application and the Service.

General Disclaimers

THE ENTRYLESS.COM CLIENT APPLICATION AND THE SERVICE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ENTRYLESS.COM DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ENTRYLESS.COM MAKES NO WARRANTY THAT THE ENTRYLESS.COM CLIENT APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ENTRYLESS.COM OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold ENTRYLESS.COM, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or relating to: (i) your use of or access to the ENTRYLESS.COM Client Application or the Service: (ii) your breach of this Agreement; or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Service.

Limitation of Liability and Damages

EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS, PROFITS OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTY'S OR ITS AFFILIATES' TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AGGREGATE FEES DUE BY ACCOUNT HOLDER TO ENTRYLESS.COM HEREUNDER DURING THE PRIOR TWELVE (12) MONTHS.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of ENTRYLESS.COM used herein are trademarks or registered trademarks of ENTRYLESS.COM. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Juridiction

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the federal or state courts located in the Northern District of California and each of the parties hereto consents to the personal jurisdiction and venue in such courts.

Entire Agreements

This Agreement constitutes the entire and exclusive understanding and agreement between ENTRYLESS.COM and you regarding the ENTRYLESS.COM Client Application and the Service, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between ENTRYLESS.COM and you regarding the Service.

Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without ENTRYLESS.COM' prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. ENTRYLESS.COM may assign or transfer this Agreement, at its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given: (i) by ENTRYLESS.COM via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of ENTRYLESS.COM to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ENTRYLESS.COM. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Contacting ENTRYLESS.COM

If you have any questions about this Agreement, please contact ENTRYLESS.COM at support@entryless.com or send a letter to: 600 California St, 11th Floor, San Francisco, CA 94109 Phone: 415.941.5001. Effective Date: August 20, 2013.

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