E D A T A Q U I C K — T E R M S O F S E R V I C E

Last Update: January 18, 2019

1. Introduction:

Welcome to eDataQuick’s Terms of Service.

1.1. These Terms of Service (sometimes referred to as “TOS” or “Agreement”) sets out your relationship with e Data   Services, U.S., LLC (a Delaware Limited Liability Company, doing business as and sometimes referred to as eDataQuick or eData Services), together with its officers, directors, employees, agents, subsidiaries and affiliates (collectively referred to as “eDataQuick” and sometimes also referred to as “we” or “us”). This document defines the bookkeeping services (sometimes referred to as “Service” or “Services”) that eDataQuick will be providing you. This is a legal contract between you and eDataQuick.

1.2. References in this Agreement to “eDataQuick Online Portal Account” refers to the contents and communications that appear during and after your login on the eDataQuick web page. We sometimes refer to the information contained in your eDataQuick Online Portal Account as your “Account Information.” We sometimes refer to the login on the eDataQuick web page as the “eDataQuick Portal.”

1.3. References in this Agreement to “you” or “your” refers to the entity or entities that you identify and list in your Account Information contained in the “eDataQuick Portal, as well as other entities that are associated with them and for whom we are providing Services.

1.4. By clicking on “I accept the Terms of Service” when you sign into the eDataQuick Portal, or by using our Services, you are agreeing to all of the terms contained in this Agreement and have verified that you have read, understood, and agreed to be bound by and comply with the terms of this Agreement.

1.5. If you are using the Services on behalf of an organization, partnership, corporation, or other entity, you represent and warrant that you are an authorized representative of that entity and you are authorized to bind the entity to this Agreement. If you do not agree to all of the terms contained in this Agreement, you are not a client of eDataQuick, eDataQuick has no obligations to you, and you may not use our Services.

1.6. Please read this Agreement carefully. It includes important information about your legal rights, and covers areas such as method of payment, warranty disclaimers, limitations of liability, resolution of disputes by arbitration and a class action waiver.

2. Description of Services Offered By eDataQuick:

2.1. eDataQuick offers a broad range of bookkeeping Services, some of which you may elect to subscribe to. If a service is not listed on our website or in this Agreement, we will make an effort to provide that service to you as long as it is supported by QuickBooks1. It is within our sole discretion not to provide a service requested by you. Included among the available Services are:

2.1.1. Bookkeeping and General Accounting;

2.1.2. Accounts Receivable Processing;

2.1.3. Accounts Payable Processing;

2.1.4. Invoice Preparation;

2.1.5. Bank and Credit Card Account Reconciliation;

2.1.6. Inventory Accounting;

2.1.7. Cash Basis Reporting;

2.1.8. Accrual Reporting;

2.1.9. Financial Reports, including Balance Sheets, Profit and Loss Statements, Cash Flow Statements, Aging of Accounts Receivable, and Aging of Accounts Payable;

2.1.10. Payroll processing;

2.1.11. Form Preparations, including 1099s, 1098s, Payroll Tax Returns, W2s, Sales Tax Returns;

and 2.1.12. Catch Up Bookkeeping.

2.2. Unless otherwise indicated in this Agreement, we exclusively use QuickBooks Online and QuickBooks Desktop to process our Services.

2.3. With your authorization, we will download your monthly bank and credit card statements into your QuickBooks bookkeeping database. We will reconcile these accounts and inform you of any discrepancies or imbalances.

 2.4. You may send us receipts, invoices, copies of checks drawn against your accounts, copies of bank deposits, and other documents. We will attach these documents to the appropriate place in QuickBooks. The documents may be sent to us by email, through our eDataQuick Portal, or by fax.

 2.5. We operate 24 hours a day, 7 days a week. You may call an Account Manager anytime, day or night, to discuss your account. You may also use our online chat communication located on our webpage or email us your questions. 

 2.6. eDataQuick DOES NOT provide any tax or legal advice, nor do we prepare income tax returns. If you request that we refer you to a CPA to prepare your tax returns, we will gladly recommend one to you. However, eDataQuick assumes no responsibility or liability for any error committed by the referral. 

2.7. Our Services do not include business management. eDataQuick will not review or analyze the appropriateness of the payment of any of your invoices or bills. If information provided to us in connection with our Services appears to us to be unusual or out of the ordinary, we will call it to your attention. However, we do not take any responsibility in the discovery of any errors, irregularities, or fraud committed by you or against you. While eDataQuick will exercise reasonable care in the preparation of all materials, the information and Data we compile is based on the Data and information submitted by you and we do not guarantee the accuracy of such information. eDataQuick shall not be responsible for any errors or oversights in your reporting to third parties from our Services. Reports and information compiled by eDataQuick are prepared exclusively for your use and not for the use of any third party.

 3. Some of your responsibilities: 

3.1. You are responsible for the collection, organization, editing and inputting of all data necessary for eDataQuick to process your bookkeeping requirements. Among documents that you are required to timely provide us are:

3.1.1. Access to your online banking and credit cards;

3.1.2. Bank statements;

3.1.3. Detailed list of company assets and liabilities; and

3.1.4. Any other documents and information that we may request from time to time.

3.2. You will provide us with all required documents on a timely basis for us to process the Services. Timely means that you will provide this information during the calendar month in which you receive it.
3.3. You agree to provide eDataQuick all of your contact information requested in the Information Page of the eDataQuick Login. You also agree to update such information to keep it true, accurate, current and complete.
3.4. Keep your eDataQuick Portal password confidential. You are responsible for any activity or dissemination of Account Information after you use your password to login. If you learn of any unauthorized use of your password, please contact us immediately.
3.5. By using our Services, you agree to comply with all applicable laws, statutes, ordinances, and regulations. We have the right to investigate complaints or alleged violations of our Terms of Service and take any action we deem appropriate, including terminating our relationship. 

4. Reports that we provide you:

4.1. The basic monthly reports that we will provide includes a balance sheet, profit and loss statement, and cash flow statement.

4.2. If you elect to use QuickBooks Desktop, we will provide you with regular reports that reflect your financial status at the time the report was created. For a sample of the reports, please examine or download a copy from our website. Based on your business needs, these reports can be provided to you monthly, weekly, or daily.
4.3. If you elect to use the QuickBooks Online services, you can view your current financial condition in the QuickBooks dashboard when you log into your account.

4.4. Based on your business needs we can also customize reports that can be automatically processed through the QuickBooks platform.

5. Subscription Fees charged by QuickBooks and Other Software Vendors:

5.1. You have the option of selecting whether you want us to process the bookkeeping Services utilizing QuickBooks Desktop, QuickBooks Online Essentials, or QuickBooks Online Plus.

5.1.1. If you elect to use QuickBooks Desktop, except as may be provided for in elsewhere in this Agreement, eDataQuick pays for the Intuit and QuickBooks charges for utilizing the Desktop Accounting Software.

5.1.2. Pursuant to our Intuit agreement we receive a 50% discount on the current monthly subscriptions charged by QuickBooks Online Essentials and Plus. We are billed monthly for each Online subscription. If you elect to use QuickBooks Online, we will sign you up for the Online service and charge you each month, in advance, the monthly Intuit charges. We do not receive any portion of the amount you are charged for the QuickBooks Online Subscription. You may cancel the Intuit Online subscription any time you wish without incurring any penalty.

5.1.3. QuickBooks If you subscribe to QuickBooks Online and have us process your payroll through the Online Subscription, QuickBooks currently charges an additional $19 plus $2 per employee per month for their Enhanced Payroll Add On. If you elect to use this service, we will sign you up and charge you, in advance, the monthly Intuit charges.

5.1.4. If you subscribe to QuickBooks Desktop and have us process your payroll, QuickBooks charges $2 per employee per month for the direct deposit of payroll. If you elect to use the direct deposit service, we will sign you up and charge you, in advance, the monthly Intuit charges.

5.1.5. QuickBooks may have other fees that it charges for processing of Tax Returns and the filing of other forms with government agencies. Should there be a fee for any of these QuickBooks services, we will inform you and get your authorization before incurring any expense on your behalf.

5.1.6. There are other applications that are available to simplify the payment of your bills, the collection of your invoices, the transmittal of 1099s and W2s, and the sorting and importing of data into QuickBooks. Your Account Manager will discuss with you any applications that we recommend. Should there be a fee for any of these QuickBooks services, we will inform you and get your authorization before incurring any expense on your behalf.

6. Fees charged by eDataQuick:

6.1. eDataQuick’s monthly fees are calculated based on two criteria:

6.1.1. eDataQuick charges a monthly base fee for providing bookkeeping services (the monthly base fee is sometimes referred to in this Agreement as the “Base Fee.”). The amount of the Base Fee depends on the dollar amount of your company’s monthly expenses. The different ranges of expenses (hereafter referred to as Expense Range”) used to calculate the Base Fee attributable to each are as follows:

6.1.1.2. For an Expense Range that is from $5,000 to $10,000, the Base Fee is $65 and includes 10 Manual Activities (see section 6.1.2. for a definition of Manual Activities).

6.1.1.3. For an Expense Range that is from $10,000 to $100,000, the Base Fee is $95 and includes 20 Manual Activities.

6.1.1.4. For an Expense Range that is from $100,000 to $250,000, the Base Fee is $195 and includes 25 Manual Activities.

6.1.1.5. For an Expense Range that is from $250,000 to $400,000, the Base Fee is $300 and includes 25 Manual Activities.

6.1.1.6. For an Expense Range that exceeds $400,000, eDataQuick will analyze the resources needed to perform the work and will quote a Base Fee accordingly.

6.1.1.7. Notwithstanding the Base Fee amounts stated in sections 6.1.1.1 through 6.1.1.6, we reserve the right to modify the Base Fee on any individual account. Should such a change be implemented by eDataQuick, we will give you 60 days’ notice of the change.

6.1.2. In addition to the Base Fee described in section 6.1.1, eDataQuick also charges for manual activities that require data entry or analysis (hereafter referred to as a “Manual Activity” or “Manual Activities”). A Manual Activity includes any bookkeeping activity that exceeds the download and automatic categorization of bank and credit card statement.

6.1.3. Included in each Base Fee Expense Range is a certain number of Manual Activities that will not be charged for. The number of included Manual Activities for each Expense Range is listed in sections 6.1.1.1 through 6.1.1.7. Manual Activities include, but are not limited to:

6.1.3.1. Each invoice that we process counts as one Manual Activity.

6.1.3.2. Each manually posted check or other form of payment counts as one Manual Activity.

6.1.3.3. Each manually posted payable, receivable or income counts as one Manual Activity.

6.1.3.4. A Manual Activity is counted for each payroll check or direct deposit to your employees.

6.1.3.5. A Manual Activity is counted for each supporting document attached to your QuickBooks database.

6.1.3.6. Each manually posted journal entry or adjustment counts as one Manual Activity.

6.1.3.7. We will assign a certain number of Manual Activities for work that is processed outside of QuickBooks. We will inform you and secure your authorization before you incur any additional charge.                                                 
6.1.3.8. We will assign a certain number of Manual Activities for preparing returns and reports that are not automatically generated by QuickBooks. We will inform you and secure your authorization before you incur any additional charge.                                                                                                                                                                                                            
6.1.3.9. We reserve the right to assess additional Manual Activities if we, in our sole discretion, deem it appropriate. We will inform you and secure your authorization before you incur any additional charge.

6.1.4. eDataQuick will charge you $0.35 for each Manual Activity that exceeds the allotted number listed in sections 6.1.1.1 through 6.1.1.7.

 6.2. Catch up services. If you are behind on your bookkeeping, we can provide you with catch-up services and bring you up to date. We will give you a 50% discount off of the Base Fees for this service. The Account Manager will review the work that needs to be done and quote you a price for the catch-up work. The amount quoted will be payable, in advance, before we start this service. 

 7. Free Trial: 

 7.1. Upon signing up with eDataQuick, you will receive two free consecutive months of our bookkeeping Services as described in Section 2, above.

7.2. Each of the two free months will cover one calendar month of bookkeeping service. For example, if you sign up for the Free Service on March 15, we will provide you with bookkeeping services for the bookkeeping data applicable to the entire months of March and April. Alternatively, you may elect on March 15 to have us commence the Free Service covering April and May bookkeeping data.                                                                                                      
7.3. If you are behind on your bookkeeping, we can bring you up to date. However, we will need to charge you for the catch-up service as provided for in Section 6.2, above. You may elect to have us post the two free months of service before we do the catch-up work. All of your options can be discussed with the Account Managers.                          
7.4. During your Free Trial Period, you will receive a sample invoice that shows you how we calculate and charge for our Services and how much you would have paid had we provided the Services after the trial period. 

8. How we charge for our Services:

8.1. We bill monthly for our Services. On or before the 10th day of each month, we will send an invoice to the designated email address provided to us. We will also post a copy of the invoice in the invoice folder of your eDataQuick Online Portal Account. The invoice will contain the following charges:                                                             

8.1.1. A Base Fee deposit for the upcoming month. The amount of the Base Fee deposit will be equal to the amount of the Base Fee amount for the previous month.

8.1.2. QuickBooks charges and any other vendor charges for the upcoming month.

8.1.3. All other eDataQuick charges incurred during the previous month that were not covered by the Base Fee deposit.

8.2. This Agreement authorizes us to charge your credit card for the fees contained in the invoice described in section 8.1, three days prior to the last day of each month.               

 8.2.1. If the payment for the invoice is declined by the credit card company, we will immediately notify you by email and/or fax of this event. We will also post a Notice on your eDataQuick Online Portal Account. If the credit card payment does not clear by the first day of the following month, we will immediately suspend our Services without prior notice. Prior to reinstatement of the Services, you will be required to pay a reinstatement fee of $100 plus the amount reflected in section 0 and all Base Fees that accrued during the suspension. You agree that eDataQuick shall not be liable to you or to any third party for any liabilities, claims or expenses arising from or relating to suspension of Services resulting from your nonpayment.                 

8.2.2. If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any fees payable to us (“Chargeback”), we may, at our option, suspend or terminate our Services without further notice. If you have questions about a payment made to us, we encourage you to contact us before filing a Chargeback and we will make every effort to adjust the issue to your satisfaction. We reserve the right to dispute any Chargeback.

8.3. We use a third-party payment processor (the “Payment Processor”) to charge you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to any terms contained in this Agreement. Our current Payment Processor is Intuit QuickBooks, and your payments are processed by QuickBooks in accordance with QuickBooks’ terms of service and privacy policy. You agree to pay us, in accordance with our payment terms, for all of our charges through the Payment Processor. You agree to make the payment using the Credit Card you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

8.4. Time to contest the invoice and presumption of correctness. You have 90 days from the time we send you an invoice to challenge its accuracy. If you fail to challenge the accuracy of an invoice within the 90-day period, the invoice for all legal purposes will be presumed correct.

8.5. You are responsible for the payment of all bank charges assessed by your bank related to your accounts and any downloads from them.

8.6. We reserve the right to suspend or terminate Services if we reasonably conclude that (a) you or a user of our Services is causing immediate and ongoing harm to eDataQuick or others; or (b) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event of suspension or termination of Services due to such circumstances, we shall immediately notify you of the discontinuance of Services.

9. Term of this Agreement

9.1. This Agreement shall commence upon the date you complete the online signup with us and agree to the terms contained in this Agreement.

9.2. This Agreement will remain in effect, from month-to-month, until terminated by you or eDataQuick.

9.2.1. You may terminate this Agreement at any time by informing us in writing of your desire to terminate. Any amounts owed to eDataQuick will be immediately payable at the time you inform us of the termination.

9.2.2. We may terminate this Agreement by providing you with a written 60-day notice. All terms contained in this Agreement will remain in effect during the 60-day period. The notice will become effective upon our sending you an email to the address provided by you in the eDataQuick Portal and our posting a message to that effect in the eDataQuick Portal.

9.3. Upon termination of this Agreement, eDataQuick will deliver to you, at no charge, an Excel spreadsheet download of your QuickBooks Desktop data. If you are a QuickBooks Online Subscriber, we will assist you in transferring the QuickBooks Online account to you. You may also elect to have us provide you with an Excel spreadsheet download of your QuickBooks Online bookkeeping data, at no charge.

9.4. If we were providing you Services through QuickBooks Desktop, we will archive your data for 12 months following the termination and will make the data available to you during this 12-month period at no charge.

10. Limitations of Liability

10.1. In no event, will eDataQuick, its affiliates, directors, officers, employees or agents be liable to you for any claims arising out of or related to the Services or this Agreement for any indirect, special, incidental, exemplary, punitive or consequential damages, including lost profits, lost revenue, lost data, lost goodwill or any other intangible loss, whether or not we were aware or should have been aware of the possibility of these damages. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory.

10.2. In no event, shall the aggregate liability, including statutory attorney fees, of eDataQuick for all claims arising out of or related to the Services and this Agreement exceed the greater of fifty dollars ($50) or the amounts paid by you to eDataQuick in the twelve (12) months immediately preceding the event that gave rise to such claim.
10.3. eDataQuick is only responsible for backing up and storing the data that we process and include in your QuickBooks Desktop account. We are not responsible for the backup provided by QuickBooks Online services. We are not responsible for storing or backing up any supporting records or data that you may send to us. This includes, but is not limited to, invoices, bills, and notices.

10.4. Other than as expressly set out in this Agreement, eDataQuick does not make any specific promises about the Services. For example, we don’t make any commitments about the content created by the Services, the specific functions of the Services, or the ability of the Services to meet your needs.

10.5. Some jurisdictions provide for certain warranties, like the implied warranty of merchantability and fitness for a particular purpose. To the extent permitted by law, we exclude all warranties.

11. Indemnification:

11.1. You agree to indemnify and hold harmless eDataQuick and its directors, officers, employees, agents, stockholders, and affiliates from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to or result from any act or omission on your part.

 12. Security, confidentiality and ownership of data and information provided by you:

12.1. We take the protection of your personal information and financial data (sometimes referred to as “Bookkeeping Data”) seriously. While there is no fool proof method to protect data being transferred through the Internet, we take reasonable steps to protect your personal and financial information. However, you understand and agree that any steps we take will not guarantee that your information will be protected from security breaches or other threats.

12.2. All data that you upload to eDataQuick, including the data processed by us, shall remain your property. You authorize us to process the data in order to perform and deliver to you the Services set out in this Agreement. The data is only viewed on a need to know basis by those persons responsible for processing our Services. We do not subcontract any of our work and we will not share your personal information with anyone outside of eDataQuick.

12.3. Upon your written request or upon the termination of this Agreement and except as provided in this Agreement, we shall return or destroy your data and cease further use of it. However, we may retain a copy of the data for the purpose of being able to comply with any legal or regulatory requirements. We may also disclose the content of your data, when necessary, in order to enforce our rights under this Agreement. Should a disclosure be required pursuant to this paragraph, we will promptly notify you and assist you in securing an appropriate protective order. 

12.4. Your Bookkeeping Data is maintained encrypted while in transit and at rest when utilizing the eDataQuick Account Online Portal. Your Bookkeeping Data is stored in our service providers’ servers.

12.5. If you provide us any feedback related to our Services, you agree that we may use the information contained in your feedback to modify eDataQuick’s marketing, modifying or implementing Services we offer or provide to other customers, or any other purpose. You agree that you will not be owed any compensation related to the product or services that incorporates the feedback.

12.6. Notwithstanding anything contained in this Agreement, you acknowledge that our Services are provided on a non-exclusive basis and nothing shall prevent or restrict eDataQuick’s ability to provide our Services, including any features or functionality first developed for you, to other parties.

12.7. You may wish to share the Bookkeeping Data or end products with your accountants, CPAs or other representatives. You authorize us to disclose and provide your Bookkeeping Data to your representative when you request us to do so. We do not have control and are not responsible for the use of the data delivered to your representative.

13. Dispute Resolution

13.1. Before filing a claim against eDataQuick, you agree to try to resolve the dispute by first emailing legal@eDataQuick.com with a description of your claim. We’ll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or eDataQuick may then bring a formal proceeding.

13.2. Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

13.3. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be governed by the following rules:

13.3.1. Arbitration shall be subject to the Federal Arbitration Act (“FAA”) and not any state arbitration law. The arbitrator shall apply the rules of the FAA in the event there is a conflict between the FAA and the AAA.
13.3.2. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed.                                            
13.3.3. Each side shall pay its own attorneys’ fees and expenses.

13.3.4. The arbitration decision will be based on the submission of documents and there shall be no in-person or oral hearing.

13.3.5. The arbitrators will have no authority to award indirect, special, incidental, exemplary, punitive or consequential damages, including lost profits, lost revenue, lost data, lost goodwill or any other intangible loss, whether or not eDataQuick was aware or should have been aware of the possibility of these damages.
13.3.6. Except as may be provided for in this Agreement, any award in an arbitration initiated under this section shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount.
13.3.7. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration.

13.3.8. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.                                                                                                     
13.3.9. You may only resolve disputes with us on an individual basis. You may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren’t allowed (the “Class Action Waiver”). The arbitrator has no authority to invalidate this Class Action Waiver. The validity and effect of the Class Action Waiver may be determined only by a court located in Los Angeles County, California. We acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the Parties and is non-severable from the agreement to arbitrate claims. If the Class Action Waiver is limited, voided, or found unenforceable, then our agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. WE ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL A CLASS ACTION BE ARBITRATED.

 14. Additional Terms

14.1. The terms contained in this Agreement are to be interpreted based on their plain meaning. You and eDataQuick agree that neither of us shall be deemed to be the drafter of any provision of this Agreement for purposes of contract interpretation or construction.                                                                      
14.2. This Agreement constitutes the entire agreement between you and eDataQuick regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services such as QuickBooks’ Online Subscription. This Agreement creates no third-party beneficiary rights.                                                                                                                                                                                         
14.3. You and eDataQuick agree to receive communications from each other in an electronic form, such as by email, fax, and messages through our eDataQuick Online Portal. You further agree that any electronic communication sent between us satisfies any legal requirement that the communication be transmitted in a written format. This Agreement to accept electronic communications applies to all interactions between you and eDataQuick.                         
14.4. This Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions.                                                        

14.5. eDataQuick does not offer services to any person or entity located outside of the United States. This Agreement and the Services provided by eDataQuick assumes that you are a business entity based in the United States and that you entered into this Agreement with eDataQuick in the United States. If this assumption is incorrect, then it is presumed that you provided eDataQuick misinformation and this Agreement is null and void from its inception.
14.6. If for any reason a judicial proceeding is filed, you and eDataQuick agree that any judicial proceeding arising out of or in connection with this Agreement (including its existence, formation, enforcement of arbitration, Class Action Waiver, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts located in the City of Los Angeles, State of California. You and eDataQuick consent to venue and personal jurisdiction in such courts.

14.7. Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later.

14.8. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.

14.9. You authorize us to monitor and record any inbound and outbound calls between you, your employees, and representatives, on the one hand, and eDataQuick’s employees, on the other, for training, support, compliance and other purposes. You agree to notify your employees and representatives that the calls are being recorded. You further agree to indemnify and hold eDataQuick harmless from any claim arising from said monitoring or recording.

14.10. During the term of this Agreement, and for a period of two (2) years immediately thereafter, you agree not to solicit any eDataQuick employee on behalf of your company or any other business enterprise, nor shall you induce any employee of eDataQuick to terminate or breach an employment, contractual or other relationship with us. Liquidated damages for such a breach shall be $10,000.

14.11. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.

14.12. We may modify this Agreement from time to time, and will always post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will never apply retroactively. You are responsible for regularly reviewing the current version of this Agreement which is always available on our website. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If there is a conflict between the terms contained in this Agreement and any terms modifying this Agreement, the modified terms will control any conflict or dispute.

14.13. This Agreement controls the relationship between eDataQuick and you. It does not create any third-party beneficiary rights.

14.14. From time to time we are required to briefly shut down your access to our services in order to make repairs or upgrade hardware and software. We will attempt to do this at times that we conclude will result in the least inconvenience to the majority of our clients. eDataQuick is not liable to you for any downtime of our hardware and software, whether intentionally created by eDataQuick or otherwise.

14.15. If you object or refuse to agree to the changes, eDataQuick may, at our sole discretion, stop providing the Services to you.

14.16. We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.

14.17. The contents contained in the blue shaded boxes and the headings of sections in this Agreement are for reference purposes only and have no substantive effect.