Wave

TERMS AND CONDITIONS

RETAINED ACCOUNTING SERVICES ACCOUNTING

THIS SERVICES AGREEMENT (this “Agreement”) is made effective as of the first date set forth on the signature page hereof (the “Effective Date”), by and between Number Ninjas Accounting, LLC, a Washington limited liability company (the “Company”), and the business receiving services from the Company, its subsidiaries, affiliates and the undersigned person or entity (the “Customer”). The Company and the Customer each are sometimes referred to herein as a “Party” and collectively as the “Parties.” In consideration of the covenants and promises herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS.

(a) “Confidential Information” means any proprietary, non-public information relating to Customer’s actual or anticipated business, including but not limited to, financial data, sales data, budgets, costs, forecasts, technical data, trade secrets, know-how, products, services, customers, employees, inventions, business plans, processes, technology. Confidential Information does not include information that (i) was in the Company’s possession without restriction before receipt from Customer; (ii) is or becomes publicly available without breach of this Agreement; (iii) is independently developed by the Company, as shown by the Company’ s written records; (iv) is rightfully received by the Company from a third party without confidentiality obligations.

(b)“Services” means all accounting, bookkeeping and other services and deliverables provided to Customer by the Company as agreed upon between Company and Customer.

(c) "Subsidiaries" shall mean any corporation or other business entity controlled directly or indirectly by The Customer

(d) "Affiliates" shall mean and include any corporation or other business entity directly or indirectly controlling, controlled by or under common control with the corporation or other business entity in question.

2. SUBSCRIPTION OF SERVICES.

The Company's services are month-to-month. The Company agrees to perform the Services in good faith, in a commercially reasonable manner and in accordance with the terms and conditions of this Agreement. The Customer agrees to pay in full via bank draft each month for services rendered.

3. SERVICES TO BE PROVIDED.

Company will provide services relating to accounting, as determined by the Customer's President or the Chief Executive Officer. Customer shall determine the scope of the work to be performed, but Company shall have the ability to select the means, manner and method of performing these services. Company shall have the right to perform the projects in such manner as Company deems appropriate. Company further shall have the right to dictate hours of work and reporting time. Company, however, agrees to use best efforts to promote Customer’s interests, and to give Customer the benefit of its experience, knowledge, and skills. Company undertakes to perform services in a timely and professional manner and to devote such time, attention and skill to the duties under this Agreement as may reasonably be necessary to ensure the performance of the Services to Customer’s Chief Executive Officer’s satisfaction. The Customer acknowledges and agrees that the number of hours set forth in Retained Services are estimates and that the actual numbers may deviate therefrom. The Parties agree such deviation shall not be deemed to be an amendment requiring written consent.

4. SERVICE FEE.

In consideration for the Services, Customer shall pay the Company the agreed upon fee, as

discussed between Company and Customer, as adjusted from time to time in accordance with this Agreement. Retained Services will be billed at the beginning of the month, automatically drafted from the client account. Hourly rates will be billed on the close of each month. Hours and logs will be included in the Company's invoices as separate attachments. Approved invoices should be paid to the Company within five (5) business days.

No changes will be made to pricing unless agreed upon by both Parties. Customer authorizes Company to use any prior financial institution account information provided to Company by Customer for the collection of the Service Fee and other costs and fees as agreed to herein. Customer shall notify Company immediately of any change in financial institution account information provided by Customer to Company. Failure to do so may result in immediate termination of this Agreement.

5. TERM AND TERMINATION.

(a) Term. This Agreement shall commence on the Effective Date and shall continue monthly, unless terminated under the provisions of Sections 5(c)-(e).

(b) Term Review. Twelve (12) months after the date of this document, Customer and Company must meet to review the this Agreement and discuss whether any amendments should be made to ensure that it continues to reflect the intentions of the Parties.

(c) Termination at Review. At the conclusion of the initial term, review of Term or any renewal term, of this Agreement, either Party may terminate this Agreement with 30 days written notice to the non-terminating Party.

(d) Termination without Cause. The Term may be terminated without cause by either party upon thirty (30) day written notice to the other.

(e) Termination for Cause. Company shall have the right to terminate this Agreement at any time for Cause, which termination shall be effective immediately. Termination for Cause shall include: (a) Customer’s material breach of this Agreement; (b) Customer’s willful dishonesty, fraud, or

misconduct with respect to the information provided to Company; and (c) the commission of any

act in direct or indirect competition with or materially detrimental to the best interest of the

Company. Upon termination for Cause, Customer shall not be entitled to any further Services from Company. Customer shall remain obligated to pay Company for any Services provided through the date of termination, and Company shall be entitled to pursue any and all available legal remedies.

(f) Survival. Upon termination, all rights and duties of the Parties under this Agreement shall cease except:

(i) With respect to any termination by the Company during any month, the Company shall refund

the unused portion of the Service Fee paid for such month after such termination, and

(ii) Sections 6, 7, 8, 9, 10 and 13 shall survive termination.

6. INDEPENDENT CONTRACTOR.

Nothing herein shall be construed to constitute a relationship between the Parties of partners, joint ventures, principal and agent or employer and employee. The Company’s relationship to Customer during the term of this Agreement shall only be that of an independent contractor and the Company shall perform all Services pursuant to this Agreement as an independent contractor.

7. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES

NO REPRESENTATIONS, WARRANTIES OR CLAIMS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Customer acknowledges and agrees that (i) the deliverables provided hereunder are accurate only to the extent of the accuracy of the data Customer provides to the Company (the “Data”) and (ii) the Company has no obligation to verify or investigate the accuracy of the Data and (iv) Customer has the sole responsibility interpreting and utilizing the deliverables.

8. SCHEDULE AND AVAILABILITY.

(a) Schedule. In the performance of the services contemplated under this Agreement, the aforesaid services and hours to be worked on any given day will be determined by the Company after consultation with the Customer. The maximum hours/fees is referenced in the Retained Services Summary section of the Retained Accounting Services Agreement. If the Customer or Company deems it necessary for the Company to provide additional hours, Company is not obligated to undertake such work until the Customer and Company have agreed on time and a rate of compensation.

(b) Availability. Company shall be available to provide Services (i) during normal business hours, (ii) Company's scheduled times and (iii) such other times as the Parties may agree.

(c) Time Off. In addition to standard holidays, The Company's employees shall be entitled to take reasonable amounts of time off for vacation, illness, and personal matters. Discretionary absences of longer than one week will be scheduled at such time or times as The Parties determine is mutually convenient.

9. LIMITATION OF LIABILITY AND DAMAGES.

THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT,

INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE HEREOF, WITHOUT RESPECT TO NOTICE OF THE POSSIBILITY THEREOF. THE COMPANY’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY LOSSES, CLAIMS, BREACHES OR DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT

DURING THE THREE (3) MONTHS PRIOR TO SUCH LOSS.

10. INDEMNIFICATION.

Customer agrees to indemnify, defend and hold the Company, its officers, directors, employees and agents harmless from and against any and all claims, proceedings, liabilities, damages, costs and expenses (including but not limited to attorneys’ fees and costs) arising out of or related to this Agreement, the Company’s performance of the Services under this Agreement and Customer’s negligence, intentional misconduct or omissions related to this Agreement.

11. DISPUTE RESOLUTION.

(a) Arbitration. Any and all controversies, claims or disputes arising out of, relating to or resulting

from this Agreement, including the Company’s performance of the Services or the termination

hereof shall be subject to binding arbitration to be held in the state of Utah. Disputes which each

Party agrees to arbitrate, and thereby AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY, include any statutory claims under state or federal law.

(b) Procedure. Any arbitration shall be administered by the American Arbitration

Association, pursuant to their National Rules for the Resolution of Commercial Disputes (the “Rules”) and Utah law, and that a neutral arbitrator shall be selected in a manner consistent with the Rules.

The arbitrator shall have the power to decide any motions brought by any party to the arbitration

prior to any arbitration hearing. The arbitrator shall issue a written decision on the merits and will

have the power to award any remedies, including attorneys’ fees and costs, available under

applicable law.

(c) Remedy. Except as provided by the Rules and Utahn law, arbitration will be the sole, exclusive and final remedy for any dispute between the Parties and, except as provided for by the Rules and Washington law, neither Party shall be permitted to pursue court action regarding claims that are subject to arbitration.

(d) Administrative Relief. This Agreement does not prohibit either Party from pursuing

an administrative claim but does preclude either Party from pursuing court action regarding

any such claim.

(e) Voluntary Agreement. Customer is executing this Agreement voluntarily and without any duress or undue influence. Customer has carefully read this Agreement, has asked any questions needed to understand it and fully understands it. Customer has had an opportunity to seek the advice of an attorney of its choice before signing this Agreement.

12. OWNERSHIP.

Ownership of all deliverables provided to Customer by Company under this Agreement shall be

transferred to Customer upon full payment of the Service Fee. Customer hereby agrees and

acknowledges that any discovery, innovation, improvement, deliverable, idea or invention the

Company conceives of or develops in performing the Services or as a result of the Services related to performance of the Services or to the Company is and shall be the sole and exclusive property of the Company.

13. CONFIDENTIALITY.

The Company shall (i) use the Confidential Information only in connection with the performance of the Services and not disclose any Confidential Information to any third person (except to employees or consultants of the Company as necessary to perform the Services), (ii) hold the Confidential Information in strictest confidence and to apply best efforts to prevent the unauthorized disclosure of such Confidential Information and (iii) not copy any such Confidential Information without the consent of Customer. The Company shall notify Customer in writing immediately upon the occurrence of any unauthorized release or other breach of this Section 13 of which the Company is aware.

14. MISCELLANEOUS

(a) Amendment and Waiver. No amendment, modification or waiver of any provision of

this Agreement shall be effective unless in writing and signed by each Party. No waiver of any of the provisions of this Agreement shall be deemed or constitute a continuing waiver of such provision or a waiver of any other provision.

(b) Entire Agreement. This Agreement (together with any schedules) constitutes the full

and complete understanding and agreement of the Parties with respect to the subject

matter herein and supersedes all prior oral or written understandings and agreements with

respect thereto.

(c) Severability. If any provision of this Agreement is found to be unenforceable by a court

of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.

(d) Governing Law. This Agreement shall be governed by and construed under the laws of the State of Washington without regard to conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its costs and attorneys’ fees.

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be

delivered as follows, with notice deemed given as indicated: (i) by personal delivery, when delivered personally; (ii) by overnight courier, upon written verification of receipt; (iii) by email, upon acknowledgment of read and delivery receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page hereof or to such other address as either party may specify in writing.

(f) Successors and Assigns. No Party may assign this Agreement without the prior written consent of the other Party hereto. Any attempt to assign this Agreement other than as permitted above will be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the successors and permitted assigns of the Parties.

(g) Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one agreement.

IN WITNESS WHEREOF, the Company and Customer have caused this Agreement to be executed by their duly authorized representatives as of the date set forth below.