My Cart: 0 item(s)

 

Crowe Lease Accounting Express
    Crowe Lease Accounting Express
    Purchase Crowe Lease Accounting Express
    • SKU: Crowe_Lease_Accounting_Express_web-based
      Crowe Lease Accounting Express

    • $3,600.00

      Quantity in Basket:  None

    • Product Terms & Conditions Agreement

      Please read through all the terms & conditions of this product and scroll down to agree to the terms.

      SUBSCRIPTION LICENSE AGREEMENT
      CROWE LEASE ACCOUNTING EXPRESS


      IMPORTANT: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY.

      THIS AGREEMENT TO LICENSE CROWE LEASE ACCOUNTING EXPRESS (“THE APPLICATION”, or “SUBSCRIPTION”) IS MADE BETWEEN CROWE LLP HAVING A PLACE OF BUSINESS AT ONE MID AMERICA PLAZA, SUITE 700, OAK BROOK, ILLINOIS 60181, AND ANY OF ITS ASSIGNS OR SUCCESSORS IN INTEREST (“CROWE” OR “LICENSOR”) AND THE ENTITY WHOSE BEHALF YOU ARE EXECUTING THIS AGREEMENT (“YOU”, “CLIENT”, OR “LICENSEE”) EACH A "PARTY" AND TOGETHER THE "PARTIES." YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT. CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS AGREEMENT SHALL HAVE THE MEANING SET FORTH IN THE SCHEDULES ATTACHED HERETO AND INCORPORATED HEREIN. BY CLICKING THE “ACCEPT” BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE APPLICATION, LICENSEE EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, WHICH GOVERNS LICENSEE’S USE OF THE APPLICATION. IF LICENSEE DOES NOT HAVE THE AUTHORITY OR DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING “REJECT THE LICENSE AGREEMENT” MUST BE SELECTED. IF LICENSEE DOES NOT ACCEPT THE LICENSE AS INDICATED ABOVE, LICENSEE MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE APPLICATION. THIS AGREEMENT IS EFFECTIVE UPON CLICKING THE “I ACCEPT” BUTTON (“EFFECTIVE DATE”).


      1. Authorization. During the Subscription Term and subject to the provisions of this Agreement, Crowe authorizes Client, via its Users, to access and use the Subscription Service during the Subscription Term, solely for its business purposes in accordance with the Documentation. The access and use rights granted under this Agreement shall be limited only to Client and not to any affiliates, subsidiaries or agents of Client. Access to the Subscription Service will be accomplished via an Internet URL (“Website”). Client acknowledges and agrees that as a condition to entering into the Agreement, Client will abide by all of the terms of use set forth in the Agreement and such other terms that may be set forth by Crowe from time to time, including without limitation, any terms posted on the Website. Client and its Users will not otherwise access or use the Subscription Service in a manner that exceeds Client’s authorized access and use rights as set forth in this Agreement.

      2. Fees. In consideration for the access and use authorization granted to Client herein, Client will pay to Crowe subscription fees as set forth herein:
        1. Subscription Fee. The subscription fee for the Initial Term is as set forth in the confirmation email issued by Crowe. After the Initial Term, the monthly subscription fee is subject to change for all subscribers at any time with prior notification provided.

        2. Subscription Fee Payment Terms.
          1. Recurring Payment Terms: If Client selected the “autopay” payment option as set forth in the confirmation email, Client hereby agrees to enroll in Crowe’s recurring payment program and to pay the subscription fee via credit card or debit card which will be charged on the Effective Date and every 12-months thereafter. By enrolling in this recurring payment program, Client hereby expressly authorizes Crowe to initiate recurring charges from Client’s specified credit card. The amount charged to Client’s credit card every year will be the then current subscription fee. Once Client’s enrollment is processed, all payments will be automatically charged to the designated credit or debit card on the subscription fee due date, unless Client terminates its authorization in the manner described herein. Client agree to be bound by any rules the debit or credit card issuer requires for pre-authorized debit or credit card transactions. Client is responsible for all fees charged by the financial institution associated with the pre-authorized payment option. Client shall update all changes to the credit/debit card information by logging into Client’s account. If Client does not update its credit/debit card information and Crowe is unable to charge the credit card or withdraw funds from the debit card for the amount due, Client may be subject to applicable late fees and any fees or charges assessed by its financial institution. Client will pay a finance charge equal to the lesser of 1½% per month, or the amount permitted by law, on the balance not received by Crowe within thirty (30) days of the date of an invoice. Crowe may suspend or terminate access to the Application in the event of untimely or non-payment, without incurring any obligation or liability to Client or any other Person by reason of such suspension or termination. CLIENT HAS THE RIGHT TO TERMINATE ITS AUTHORIZATION AT ANY TIME BY CONTACTING CROWE AT Crowe.LAE@crowe.com OR CLIENT’S ACCOUNT REPRESENTATIVE AND TERMINATING AUTHORIZATION WITH A CROWE CUSTOMER ACCOUNT EXECUTIVE.

          2. Non-Recurring Payment Terms: If Client selected the “non-recurring” payment option as set forth in the confirmation email, then Crowe will invoice Client for the Subscription Fees and payment is due within thirty (30) days of receipt. Client shall make all payments hereunder in U.S. dollars by wire transfer of immediately available funds or other mutually agreeable method, where Client will cover the costs for such payment method. All payments made are non-refundable unless expressly set forth herein. If Client fails to make any payment within thirty (30) days of the date of an invoice then, in addition to all other remedies that may be available, Crowe may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law. Client shall reimburse Crowe for all costs incurred by Crowe in collection of any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Crowe may suspend or terminate access to the Application in the event of untimely or non-payment, without incurring any obligation or liability to Client or any other Person by reason of such suspension or termination.
      3. Use Parameters.
        1. Single Sign-On: Client must have an identity provider solution supporting SAML 2.0.

        2. Use Verification. Crowe may remotely review Client’s use of the Subscription Service, and on Crowe’s written request, Client will provide reasonable assistance to verify Client’s compliance with the Agreement, and access to and use of the Subscription Service.

        3. Access Codes and Passwords. Following Client's execution and delivery of this Agreement together with the Client's payment of the applicable Fees described herein, if applicable, Crowe will provide Client with access codes, passwords, and/or other User identification, credential and authentication (collectively, “Passwords”) that enable Client to access the Subscription Service. Passwords are owned by Client, it will be Client’s responsibility to safeguard and hold as confidential such Passwords. Client and its Users will immediately report any lost or stolen Password, any Password breach, or other breach of information security, to Crowe via email at Crowe.LAE@crowe.com. Client shall, and ensure that its Users shall, access and use the Subscription Service only in connection with Client’s business purpose and only in compliance with all Laws and not use the Subscription Service in a way prohibited by Law, to violate the rights of others, to try and gain unauthorized access to or disrupt any service, device, data, account or network, to spam or distribute malware, in a way that could harm the Subscription Service or impair anyone else’s use of it, in any application or situation where failure of the Subscription Service could lead to the death or serious bodily injury of any person, or to server physical or environmental damage, or to assist or encourage anyone to do any of the foregoing or other activity as further described and set forth in Crowe’s Acceptable Use Policy (“AUP”) set forth in Schedule B, as may be amended from time to time, which is incorporated herein by reference. Client may access and use the Subscription Service to create, approve, and otherwise process an order for services and/or materials from the manufacturer of such services and/or materials to the extent such manufacturer has a current and valid license and right to use the Subscription Service as expressly set forth in a separate written agreement between Crowe and the manufacturer. Client's access to and use of the Subscription Service shall at all times be subject to the terms and conditions of this Agreement.

        4. Additional Obligations. Client and its Users are responsible for obtaining, installing, configuring, maintaining, and operating all computer hardware, software, and Internet access services necessary to use or access any aspect of the Subscription Service, including, but not limited to program installation, operating system release level, audit controls and operating methods, an uninterrupted power supply and sufficient procedures and checkpoints to satisfy Client's requirements for security and accuracy of input and output of data. Crowe will not be responsible for any errors or issues that arise from the malfunction or failure of the hardware, software, or any Internet access services of Client or its Users. Client and its Users are responsible for selecting an operator who is qualified to operate the Subscription Service on Client and its Users’ equipment and is familiar with the information, calculations, and reports that serve as the input and output of the Subscription Service. Crowe may charge additional fees if an operator seeks assistance with respect to such basic background information or any other matters not directly related to the operation of the Subscription Service. Client is wholly responsible for the conduct of its Users, and to the extent those Users have access to, and use the Passwords and Subscription Service, Client will ensure that they are made aware of the relevant provisions of this Agreement and comply with it. Client is responsible for the accuracy and completeness of any information placed in the Subscription Service by Client or Users.

        5. Selection. Client is solely responsible for understanding the various regulatory requirements applicable to Client’s business, for determining the suitability of the Subscription Service with respect to the type of Client Data used with the Subscription Service and for selecting and using the Subscription Service in a manner that comply with the applicable requirements. Client acknowledges and agrees that the Subscription Service is not a critical service, solution or application. Crowe will not be responsible for any errors or issues that arise from the malfunction or failure of the hardware, software, or any Internet access services of Client or its Users. Client acknowledges and agrees that any assistance provided by Crowe in connection with the items under this Section 3(i) shall not create any additional or alter and existing obligation or liability of Crowe other than as set forth in this Agreement or waive and liability disclaimer by Crowe herein.

        6. No Protected Health Information or EU Personal Data. Client represents and warrants that neither it nor its Users will provide or disclose to Crowe any Personal Data that is subject to the European Union General Data Protection Regulation (“EU Personal Data”), any Personal Data consisting of protected health information, financial account numbers, Social Security or other government-issued identification numbers, or other data that, if disclosed without authorization, would trigger notification requirements under applicable law ("Restricted Personal Data"), or otherwise use the Subscription Service to upload, store or process EU Personal Data or Restricted Personal Data. If Client or any of its Users provides Crowe any EU Personal Data or Restricted Personal Data or uses the Subscription Service to upload, store or process EU Personal Data or Restricted Personal Data, then Client shall indemnify and hold harmless Crowe and its personnel against all fines, penalties, costs, fees, expenses, damages and liabilities, including attorney fees and any other fees or defense costs, associated with any data subject, private party or government claim, investigation, or enforcement proceeding, relating to or arising from any EU Personal Data or Restricted Personal Data. This indemnification is intended to apply to the fullest extent allowed by law, regardless of the grounds or nature of any claim, investigation, enforcement proceeding, fine, penalty, liability, or damages asserted, including, without limitation, to claims, liability or damages based on principles of contract, negligence or other tort, fiduciary duty, warranty, indemnity, statute or common law. This indemnification will also apply after termination of this Agreement.

        7. Data Protection. If Crowe holds or uses Client information that can be linked to specific individuals who are Client’s customers ("Personal Data"), Crowe will treat it as confidential as described above and comply with applicable US state and federal law and professional regulations (including, for financial institution clients, the objectives of the Interagency Guidelines Establishing Information Security Standards) in disclosing or using such information to carry out the Services. The parties acknowledge and understand that while Crowe is a service provider as defined by the California Consumer Privacy Act of 2018 and processes information on behalf of Client and pursuant to this Agreement, Crowe retains its independence as required by applicable law and professional standards for purposes of providing attest services and other related professional services. Crowe will not (1) sell Personal Data to a third party, or (2) retain, use or disclose Personal Data for any purpose other than for (a) performing the Services and its obligations on this Agreement, (b) as otherwise set forth in this Agreement, (c) to detect security incidents and protect against fraud or illegal activity, (d) to enhance and develop our products and services, including through machine learning and other similar methods and (e) as necessary to comply with applicable law or professional standards. Crowe has implemented and will maintain physical, electronic and procedural safeguards reasonably designed to (i) protect the security, confidentiality and integrity of the Personal Data, (ii) prevent unauthorized access to or use of the Personal Data, and (iii) provide proper disposal of the Personal Data (collectively, the “Safeguards”). Client will, in accordance with all applicable laws and before submitting any Personal Data to the Subscription Service, perform an appropriate risk assessment to determine whether the security measures within the Subscription Service provide an adequate level of security, taking into account the nature, scope, context and purposes of the processing, the risks associated with the Personal Data, and the applicable laws. Client is solely responsible for determining the adequacy of the security measures within the Subscription Service in relation to the Personal Data to be processed. Client warrants (i) that it has the authority to provide the Personal Data to Crowe in connection with the Services, (ii) that Client has processed and provided the Personal Data to Crowe in accordance with applicable law, and (iii) will limit the Personal Data provided to Crowe to Personal Data necessary to perform the Services. To provide the Services, Client may also need to provide Crowe with access to Personal Data consisting of protected health information, financial account numbers, Social Security or other government-issued identification numbers, or other data that, if disclosed without authorization, would trigger notification requirements under applicable law ("Restricted Personal Data"). In the event Client provides Crowe access to Restricted Personal Data, Client will consult with Crowe on appropriate measures (consistent with legal requirements and professional standards applicable to Crowe) to protect the Restricted Personal Data, such as: deleting or masking unnecessary information before making it available to Crowe, using encryption when transferring it to Crowe, or providing it to Crowe only during on-site review on Client’s site. Client will provide Crowe with Restricted Personal Data only in accordance with mutually agreed protective measures. Otherwise, Client and Crowe agree each may use unencrypted electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement. Crowe will reasonably cooperate with Client in responding to or addressing any request from a consumer or data subject, a data privacy authority with jurisdiction, or the Client, as necessary to enable Client to comply with its obligations under applicable data protection laws and to the extent related to Personal Data processed by Crowe. Client will promptly reimburse Crowe for any out-of-pocket expenses and professional time (at Crowe’s then-current hourly rates) incurred in connection with providing such cooperation. Client will provide prompt written notice to Crowe (with sufficient detailed instructions) of any request or other act that is required to be performed by Crowe. As appropriate, Crowe shall promptly delete or procure the deletion of the Personal Data, after the cessation of any Services involving the processing of Client’s Personal Data, or otherwise aggregate or de-identify the Personal Data in such a way as to reasonably prevent reidentification. Notwithstanding the forgoing, Crowe may retain a copy of the Personal Data as permitted by applicable law or professional standards, provided that such Personal Data remain subject to the terms of this Agreement. Client acknowledges and consents to Crowe’s use of the third-party hosting provider as a subprocessor of any Personal Data. If Crowe uses a third-party provider, Crowe will include terms substantially similar to those set forth in this Data Protection Paragraph into an agreement with the provider.

      4. Restrictions. With respect to the Crowe Technology, Client shall not, directly or indirectly, alone or with another party (and will not permit Users or any other third party to): (a) use it in excess of contractual use parameters or limits, in a manner that circumvents use parameters or limits or technological access control measures, or for any other unauthorized purposes; (b) copy, create derivative works based on, or otherwise, modify it, except as may be otherwise expressly stated in this Agreement; (c) sell, rent, lease, license, sublicense, resell, distribute, time share, transfer or otherwise make any of it available for access by third parties; (d) access it for the purpose of developing or operating products or services for third parties in competition with the Crowe Technology; (e) disassemble, reverse engineer, or decompile it; (f) remove or modify a copyright or other proprietary rights notice in it; (g) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other Intellectual Property Rights (including the rights of publicity) without first obtaining permission of the owner; (h) use it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or otherwise engage in a malicious act or disrupt its security, integrity, or operation; (i) allow any third party, including but not limited to third party consultants, vendors, service providers, etc. to Client, to access or use the Subscription Service without Crowe’s prior written consent; (j) access or disable any Crowe or third-party data, software, or network (other than Client’s instance of the Subscription Service under this Agreement); (k) use any means to circumvent, hack, or otherwise bypass the login protocols, passwords, and other security features limiting access to the Subscription Service or any data that may be accessible by the Subscription Service from time to time; or (l) upload, or use the Subscription Service to process, manage, analyze, summarize, or report, any data of any person or entity other than Client. Before Client engages in any of the foregoing acts that it believes it may be entitled to, it will provide Crowe with thirty (30) days’ prior notice to CroweLegal@crowe.com, and reasonably requested information to allow Crowe to assess Client’s claim. Crowe may, in its discretion, provide alternatives that reduce adverse impacts on Crowe’s Intellectual Property Rights or other rights.

      5. Requirements. Client will and ensure that its Users will: (a) obtain, install, configure, maintain, and operate all computer hardware, software, and Internet access services necessary to use or access any aspect of the Subscription Service, including, but not limited to, program installation, operating system release level, audit controls and operating methods, networking, communication services, data rights, an uninterrupted power supply and sufficient procedures and checkpoints to satisfy Client's requirements for security and accuracy of input and output of data; (b) implement, maintain and use reasonable physical, electronic and procedural controls, procedures and safeguards necessary for the security of its own computer systems and the security of its access to, connection with and use of the Subscription Service, and to securely administer the distribution and use of all Passwords, protect against unauthorized access to or use of the Subscription Service, and control the content and use of Client Data, including the uploading or other provision of Client Data for processing by the Subscription Service; (c) select a User who is qualified to operate the Subscription Service on Client and its Users’ equipment and is familiar with the information, calculations, and reports that serve as the input and output of the Subscription Service (with the acknowledgement that Crowe may charge additional fees if a User seeks assistance with respect to such basic background information or any other matters not directly related to the operation of the Subscription Service); (d) cooperate with Crowe’s investigation of outages, security problems, unauthorized use of the Subscription Service and/or any suspected breach of this Agreement, the AUP, or any Laws or court order; (e) comply with applicable license terms or terms of use for any software, content, service or website which Client or any of its Users accesses or uses when accessing or using the Subscription Service; (f) provide to Crowe true, accurate, current, and complete User and account information and timely update such User and account information; (g) be responsible for all activity occurring under or in connection with any Password and for all use of the Subscription Service by any User and any person who gains access to Client Data, or the Subscription Service as a result of Client’s failure to use reasonable security precautions, even if such access or use was not authorized by Client, and for the conduct of its Users, and to the extent those Users have access to, and use the Passwords and Subscription Service, Client will ensure that they are made aware of the relevant provisions of this Agreement and compliance therewith; (h) be responsible for the accuracy and completeness of any information placed in the Subscription Service by Client or Users; (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Service; (j) immediately notify Crowe of any known or suspected unauthorized use of any Password (including any lost or stolen Password), the Subscription Service or any other breach of security; (k) be responsible for any viruses, Trojan horses, malware, spyware, worms or other harmful programming code or routines in the Client Data, and the consequences thereof; (l) promptly suspend access to the Subscription Service for any person who ceases to qualify as a User, Client no longer wishes to have access to the Subscription Service, or Client knows or reasonably believes is causing Client to breach of any provisions of this Agreement; (m) limit the access to and the use of the Subscription Service to Users with a need to evaluate the operation and functionality of the Subscription Service, and then only those Users subject to binding disclosure restrictions at least as protective as those in this Agreement; (n) use the Crowe Technology at its own risk; and (o) conduct its own review and confirmation of any results or report generated from or in connection with the Crowe Technology. Client shall submit desired data feeds to Crowe for review prior to the Client enabling and scheduling the transfers in order to evaluate potential adverse impact on system resources. Client is responsible for all Users’ compliance with the requirements set forth in this Section 5. Crowe is not responsible to Client or any third party for unauthorized access to Client Data or the unauthorized use of the Subscription Service unless the unauthorized access or use results from Crowe’s failure to meet the security obligations set forth herein. Nothing in this Agreement shall constitute a representation or warranty by Crowe that Client Data storage or transmission will be inaccessible to unauthorized third-parties. Crowe may modify the security procedures from time to time in accordance with changes to industry standards, legal requirements, etc. For the avoidance of doubt, Client will not allow any third party, including but not limited to third party consultants, vendors, service providers, etc. to Client, to access or use the Subscription Service without Crowe’s prior written consent. Client will not upload, or use the Subscription Service to process, manage, analyze, summarize, or report, any data of any person or entity other than Client. The access and use rights granted under this Agreement shall be limited only to Client and not to any affiliates, subsidiaries or agents of Client.

      6. Intellectual Property.
        1. Crowe Ownership. As between the parties, Crowe and its licensors exclusively own all right, title, and interest in and to all Intellectual Property Rights in the Crowe Technology, notwithstanding anything in this Agreement purportedly to the contrary. Except as set forth in Section 1, Crowe, on behalf of itself and its licensors, reserves all rights in the Crowe Technology and does not grant Client any rights (express, implied, by estoppel, through exhaustion, or otherwise). Any Crowe Technology delivered to Client or to which Client is given access shall not be deemed to have been sold, even if, for convenience, Crowe makes reference to words such as “sale” or “purchase” in any document.

        2. Feedback. If Client provides suggestions, proposals, ideas, recommendations, or other feedback and related media and documentation regarding improvements, additions or modifications to the Crowe Products resulting from Client’s access and use of the Subscription Service or any other collaboration between Crowe and Client (including their respective personnel) (collectively, “Feedback”). All copyrightable aspects of the Feedback are a “work made for hire” within the meaning of the Copyright Act of 1976, 17 U.S.C. §§ 101 et seq., as amended (the “Act”), of which Crowe is to be the “author,” and constitute the sole and exclusive property of Crowe for all copyright terms, renewal terms and revivals thereof throughout the world, for all uses and purposes whatsoever. If, for any reason, any applicable Feedback or any part or element thereof is found as a matter of law not to be a “work made for hire” within the meaning of the Act, Client hereby irrevocably assigns to Crowe all right, title and interest to such Feedback, including all Intellectual Property Rights, without restriction, compensation or other obligation. Client warrants that it will not provide Feedback that is subject to a license requiring Crowe to license anything to third parties because Crowe exercises any of its above rights in the Feedback, and it owns or otherwise controls all of the rights to such Feedback and that no such Feedback is subject to any third party rights (including any personality or publicity rights). Client will assist and fully cooperate with Crowe (as reasonably required, but without financial expense to Client) during the Term and thereafter in obtaining, perfecting, maintaining, enforcing, using and prosecuting all Crowe’s rights to patents, copyrights, trademarks and other protections relating to the Feedback, including, without limitation, executing all documents and other instruments necessary to grant Crowe complete legal ownership of any Intellectual Property Rights therein or appurtenant thereto. Client hereby irrevocably appoints Crowe as Client’s agent and attorney-in-fact for purposes of effectuating the acts contemplated herein, such agency and power being an agency and power coupled with an interest. Notwithstanding the foregoing and for the avoidance of doubt, Client Data is exclusively owned by Client and will remain Client’s Confidential Information.

      7. Subscription Service. Subscription Service terms related to maintenance, updates, and data protection that are not set forth in this Agreement are set forth in the Subscription Service Outline, in Schedule A, attached hereto and incorporated herein.

      8. Confidential Information.
        1. Confidentiality Obligations. The recipient of Confidential Information will: (i) at all times protect it from unauthorized disclosure with the same degree of care that it uses to protect its own confidential information, and in no event use less than reasonable care; and (ii) not use it except to the extent necessary to exercise rights or fulfill obligations under this Agreement. Each party will limit the disclosure of the other party’s Confidential Information to those of its employees with a need to access such Confidential Information for a party’s exercise of its rights and obligations under this Agreement, and then only to its employees subject to binding disclosure and use restrictions at least as protective as those in this Agreement. Each party’s obligations under this Section 6 will remain in effect during, and for three years after termination of, this Agreement. Receiving party will, at disclosing party’s request, return all originals, copies, reproductions, and summaries of Confidential Information and other tangible materials and devices provided to receiving party as Confidential Information, or at disclosing party’s option, certify permanent erasure or destruction of the same. However, any obligation to return, destroy or permanently erase Confidential Information shall not be applicable to Confidential Information that forms part of an electronic back-up system which is not immediately retrievable as part of day-to-day business. Provisions for return of Client Data are set forth in Section 13(c) (Return of Client Data).

        2. Third-Party Requests. This Agreement will not be construed to prevent receiving party from disclosing the disclosing party’s Confidential Information to a court, or governmental body pursuant to a valid court order, Law, subpoena, or regulation, provided that the receiving party: (i) gives prompt notice (or the maximum notice permitted under Law) before making the disclosure, unless prohibited by Law; (ii) provides reasonable assistance to disclosing party in any lawful efforts by disclosing party to resist or limit the disclosure of such Confidential Information; and (iii) discloses only that portion of disclosing party’s Confidential Information that is legally required to be disclosed. In addition, receiving party will cooperate and assist disclosing party, at disclosing party’s cost, in relation to any such request and any response to any such court order, Law, subpoena, or regulation.

        3. Remedies. The parties acknowledge that the legal remedies for breach of any provision of this Agreement may be inadequate and, therefore, agree that in the event of any actual or threatened breach of any provision of this Agreement by the receiving party, and in addition to any other right or remedy which the disclosing party may have, the disclosing party shall be entitled to specific performance of such provision through injunctive or other equitable relief obtained from a court with appropriate equity jurisdiction, and the receiving party hereby waives any requirement for any bond or similar requirement for such relief.

      9. Disclaimer of Warranties. THE CROWE TECHNOLOGY IS PROVIDED OR MADE AVAILABLE HEREUNDER “AS IS” WITHOUT WARRANTY OF ANY KIND WHATSOEVER AND WITH ALL FAULTS. CLIENT’S USE OF THE CROWE TECHNOLOGY IS AT CLIENT’S SOLE RISK. THE CROWE TECHNOLOGY MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, CROWE MAKES NO WARRANTIES HEREIN, EXPRESS OR IMPLIED, AND CROWE SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE). WITHOUT LIMITING THE FOREGOING, CROWE SPECIFICALLY DOES NOT WARRANT THAT THE CROWE PRODUCTS WILL MEET THE REQUIREMENTS OF CLIENT OR OTHERS OR WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR. CROWE MAKES NO WARRANTY UNDER THIS AGREEMENT WITH RESPECT TO THIRD PARTY SOFTWARE OR HARDWARE. CLIENT ACKNOWLEDGES THAT IN ENTERING THIS AGREEMENT, IT HAS NOT RELIED ON ANY PROMISE, WARRANTY, OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. CROWE IS EXPRESSLY NOT LIABLE FOR CLIENT DATA INTEGRITY OR FOR ANY DAMAGE THAT MAY OCCUR TO CLIENT DATA, CLIENT’S BUSINESS, OR ITS BUSINESS RELATIONSHIPS DUE TO MALFUNCTIONING OR UNAVAILABLE SUBSCRIPTION SERVICE.

      10. Limited Liability. Except where it is judicially determined that Crowe acted with recklessness or intentional misconduct, Crowe’s cumulative liability and any liability of its personnel, to the extent permitted by Law, will not exceed the fees actually paid to Crowe under this Agreement, if any, during the twelve (12) month period prior to occurrence of the event giving rise to liability, and a return of such fees paid will be the exclusive remedy for any direct damages. This limitation of liability will apply to the fullest extent allowed by Law and will apply to any claim, liability, or damages including, without limitation, claims, liabilities, or damages based in negligence or other tort, contract, warranty, fiduciary principles, statute or common law. The existence of more than one claim will not enlarge this limit. This provision will survive termination of this Agreement, in whole or in part.

      11. Excluded Damages. Crowe will not be liable to Client or any third party for: (a) any special, indirect, consequential, incidental, punitive, or exemplary damages (including damage to business, reputation, or goodwill), or indirect damages of any type however caused, whether by breach of warranty, breach of contract, in tort (including negligence), or any other legal or equitable cause of action; or (b) any lost profits, lost savings, loss of use or date, or lost business opportunity, even if Crowe was advised or had reason to be aware of the possibility of such damages in advance or if such damages were foreseeable. The limitations of liability contained in this Section 11 are intended to apply to any alleged or actual claim, liability or damages, including without limitation claims, liabilities, or damages based in negligence or other tort, contract, warranty, fiduciary principles, statute or common law. This provision will survive termination of this Agreement, in whole or in part.

      12. Indemnification.
        1. Crowe. (i) Subject to the limitations set forth herein, Crowe will: (1) defend Client and its officers, directors, and employees against any Claim: (a) to the extent alleging that any Crowe Technology accessed or used in accordance with this Agreement infringes any third-party United States patent, copyright, or trademark, or misappropriates any third-party trade secret; or (b) to the extent alleging that Crowe’s personnel when onsite at Client’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (2) pay any court-ordered award of actual damages, under the forgoing subsections (1)(a) and (b) to the extent arising from such Claim. (ii) To the extent any Claim alleges any part of the Crowe Technology infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret, Crowe may: (1) contest the Claim; (2) obtain permission from the claimant for Client’s continued use of its instance of the Subscription Service or any applicable Crowe Technology; (3) avoid such Claim by replacing or modifying Client’s access to and use of its instance of the Subscription Service or any applicable Crowe Technology as long as Crowe provides a substantially similar Subscription Service; or, if Crowe determines the foregoing (1), (2), and (3) are not commercially practicable, then (4) terminate Client’s access to and use of the affected Subscription Service on 15 days’ prior notice. (iii) Notwithstanding the above, Crowe will have no obligation or liability for any Claim under Section 10(a)(i)(1)(a) to the extent arising in whole or in part from: (1) any access to or use of any Crowe Technology not expressly authorized under this Agreement, to the extent the Claim would have been avoided without such unauthorized access or use; (2) Client Data; or (3) access to or use of the Crowe Technology: (a) in violation of Law; (b) after termination under Section 10(a)(ii)(4); (c) as modified to Client’s specifications or by anyone other than Crowe or its contractors, if the Claim would have been avoided but for such modifications; or (d) combined with anything not provided by Crowe, if the Claim would have been avoided but for such combination. The provisions of this paragraph state Crowe's entire liability and Client's sole and exclusive remedy with respect to any infringement or claim of infringement.

        2. Client. Client will indemnify, defend and hold harmless Crowe and its officers, directors, and personnel against any Claim or allegation by a third party for infringement of patents, copyrights, trade secrets, trademarks, or other intellectual property rights relating to or arising from Client or its vendors, personnel or affiliates’ systems, data, or information access, used or otherwise processed by the Subscription Services. Client will also indemnify and hold harmless Crowe, its personnel, and its subcontractors against all claims, allegations, damages, costs, fees, expenses, or other liabilities, including without limitation attorney fees, defense costs and legal fees, with a third-party claim alleging reliance on the Subscription Services or any service provided by Crowe for Client. This indemnification will apply to the fullest extent allowed by law and will apply to any claim, liability, or damage including, without limitation, claims, liabilities, or damages based in negligence or other tort, contract, warranty, fiduciary principles, statute or common law.

        3. Process. The indemnified party shall (i) notify the indemnifying party promptly in writing of any known actual or threatened Claim, (ii) give the indemnifying party sole control of the defense of such Claim and of any related settlement negotiations, and (iii) cooperate, at the indemnifying party’s reasonable request and expense, in such defense. Neither party will stipulate, acknowledge, or admit fault or liability on the other’s part without the other’s prior, written consent. The indemnifying party will not publicize any settlement without the indemnified party’s prior, written consent.

      13. Termination.
        1. Termination. Each party may terminate the Term of this Agreement in its entirety: (i) without cause, for convenience or for no reason, with at least thirty (30) days prior notice to the other; or (ii) immediately on notice if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors. Crowe may terminate this Agreement at any time for any reason consistent with applicable professional standards as determined by Crowe.

        2. Effect of Termination. On termination or expiration of the Subscription Service, Client will stop accessing and using, and Crowe will stop providing, the Subscription Service and all related rights granted to Client in this Agreement will terminate immediately, automatically, and without notice. Termination or expiration of this Agreement will not affect any rights or obligations that have accrued prior to such termination. All payments are non-refundable and will not be refunded upon termination, regardless of cause.

        3. Return of Client Data. After termination or expiration of this Agreement, upon Client’s written request, Crowe will provide any Client Data in the Subscription Service to Client in Crowe’s standard database export format at no additional charge. Client must submit such request to Crowe within fifteen (15) days after termination or expiration of this Agreement. Crowe is not obligated to maintain or provide any Client Data after such fifteen (15) day period and will, unless legally prohibited, delete all Client Data in its systems or otherwise in its possession or under its control, and delete Client’s instances of the Subscription Service.

        4. Survival. Sections 4 (Restrictions), 6 (Intellectual Property), 8 (Confidential Information) through 12 (Indemnification), 13(b) (Effect of Termination), 13(c) (Return of Client Data), and 15 (General Provisions), together with any other terms required for their construction or enforcement, will survive termination or expiration of this Agreement.

      14. Professional Services. In the event that Client desires to request that Crowe perform any professional services, other than the Subscription Service under this Agreement, such as, expert consulting, software development, implementation of configurations and integrations, interface development, custom code development, programming, coding, customization, testing, maintenance, website development, documentation, integration services, or any other professional services (“Professional Services”), Crowe will, upon receipt of a written request from Client, make available to Client a written proposal, and when the parties agree to all requirements of the proposed Professional Services, a separate Professional Services agreement will be executed by the parties. All Professional Services proposals, work orders, service requests will be subject to the terms and conditions of the separate Professional Services agreement. Professional Services performed by Crowe are not exclusive to Client, and Crowe may perform services of any type or nature for any other person or entity at any time. All Professional Services are considered out of scope of the Subscription Service provided under this Agreement. Professional Services are separately ordered from the Subscription Service and are not required for use of the Subscription Service.

      15. General Provisions.
        1. Definitions.
          1. Claim” means any third-party suit, claim, action, proceeding or demand.

          2. Client Data” means electronic data uploaded by or for Client or Client’s agents, employees, or contractors, and processed in the Subscription Service, including Personal Data, but excluding Crowe Technology.

          3. Confidential Information” means: (1) Crowe Technology (which is Crowe Confidential Information); (2) Client Data and Client Technology (which is Client Confidential Information); (3) any information of a party that is disclosed in writing or orally and is designated as “Confidential” or “Proprietary” at time of disclosure (and, for oral disclosures, summarized in writing within thirty (30) days of initial disclosure and delivered in written summary form to the receiving party), or that, due to the nature of the information or circumstances of disclosure, receiving party would understand it to be disclosing party’s confidential information; and (4) the specific terms of this Agreement and any amendment or attachment to any of these, between the parties (which will be deemed Confidential Information of both parties). Confidential Information excludes any information that: (A) is or becomes generally known to the public through no fault or breach of this Agreement by receiving party; (B) was already rightfully in receiving party’s possession, without restriction on use or disclosure, when receiving party received it under this Agreement; (C) is independently developed by receiving party without use of disclosing party’s Confidential Information; or (D) was or is rightfully obtained by receiving party, without restriction on use or disclosure, from a third party not under a duty of confidentiality to disclosing party.

          4. Crowe Products” means, collectively, the Subscription Service and Documentation.

          5. Crowe Technology” means: (1) the Subscription Service, Documentation, and technology and methodologies (including products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects, and documentation) created by or for, or licensed to, Crowe; and (2) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing and related technical or end user documentation or manuals.

          6. Documentation” means the then-current Crowe product documentation relating to the operation and use of the Subscription Service published by Crowe within the Subscription Service. Documentation includes technical program documentation, User manuals, operating instructions, or release notes.

          7. Intellectual Property Rights” means all intellectual property or other proprietary rights worldwide, including patents, copyrights, trademarks, moral rights, trade secrets, and any other intellectual or industrial property, including registrations, applications, renewals, and extensions of such rights.

          8. Law” means any applicable law, rule, statute, decree, decision, order, regulation, judgment, code, and requirement of any government authority (federal, state, local, provincial, regional, territorial or international) having jurisdiction.

          9. Subscription Service” means a production instance of the Crowe “Lease Accounting Express” software-as-a-service solution in an operations environment solely for Client’s internal business purposes.

          10. Subscription Term” means the period of Client authorized access to and use of the Subscription Service commencing on the Effective Date and continuing in effect for a period of one (1) year (the “Initial Subscription Term”) and thereafter automatically renewing on each anniversary of the Effective Date for another one (1) year period (each, a “Renewal Subscription Term”). Crowe may adjust the Subscription Fee for any Renewal Term with notice at least 90 days prior the termination of the then-current Initial or Renewal Term.

          11. Term” means the Subscription Term.

          12. User(s) ” means employees of Client that are authorized by Client to access and use the Subscription Service.

        2. Independent Contractor Relationship. The parties are and will be independent contractors to one another, and nothing herein will be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement will be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either Crowe or any employee, agent, or subcontractor of Crowe. Crowe will bear sole responsibility for payment of compensation to its employees and subcontractors. Crowe will report for all of its employees performing services under this Agreement, federal and state income tax withholding, social security taxes, and unemployment insurance applicable to such employees. Crowe will bear sole responsibility for health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which such employees may be entitled and will require any of its subcontractors to have the same responsibilities.

        3. Assignment. Neither party may assign or novate its rights or obligations under this Agreement, by operation of law or otherwise (any of the foregoing, “Assign”), without the other party’s prior written consent. Notwithstanding the foregoing, on notice and without Client’s consent: (i) Crowe may in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, Assign this Agreement in its entirety to its successor; and (ii) Crowe may Assign this Agreement in its entirety to any Crowe affiliate. Any attempted or purported Assign in violation of this Section 15(c) will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

        4. Compliance With Laws. Crowe will comply with all Laws applicable to providing the Crowe Products under this Agreement, including those applicable to privacy and security of personal information (including mandatory trans-border data transfers and mandatory data breach notification requirements), but excluding Laws specifically applicable to Client and its industry not generally applicable to information technology service providers regardless of industry. Client will comply with all Laws applicable to its use of the Crowe Products, including those applicable to data controllers and the collection and processing of Client Data, including Personal Data, in Crowe systems through the Subscription Service. Client will provide any required disclosures to and obtain any required consents for the transfer of Client Data to Crowe.

        5. Export Compliance. Each party will comply with local and foreign export control Laws, including U.S. export control Laws. Client acknowledges that the Crowe Products are subject to U.S. Export Administration Regulations (“EAR”) and that Client will comply with EAR. Without limiting the foregoing, Client represents and warrants that: (i) it is not located in, and will not use any Crowe Products from, any country subject to U.S. export restrictions (currently including Cuba, Iran, North Korea, Sudan, Syria, and Crimea Region); (ii) Client will not use the Crowe Products in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems; and (iii) Client is not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, Client is responsible for complying with any local Laws that may impact Client’s right to import, export, or use Crowe Products or any of them.

        6. Data Aggregation. Client hereby acknowledges and agrees that Crowe may from time to time collect, use, and disclose quantitative data and certain anonymous performance metrics derived and aggregated from use of the Subscription Service by Client and its Users (“Data Aggregations”) for any lawful purposes including, without limitation, product and service development, industry analysis, benchmarking, analytics, marketing, internal testing, quality improvement initiatives, and other business purposes in support of the provision of the Subscription Service. The Data Aggregations will not contain any reference to Client or any Client Confidential Information, or any derivative thereof. All Data Aggregations will be the sole and exclusive property of Crowe.

        7. US Government Rights. Crowe maintains the Subscription Service software is commercial computer software (as defined in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases) and Crowe services are commercial items. If such software is licensed or services acquired by or on behalf of a civilian agency, Crowe provides such software, its Documentation, and any other technical data subject to this Agreement consistent with FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data). If such software is licensed or services acquired by or on behalf of any DOD agency, Crowe provides such software, its Documentation, and any other technical data subject to this Agreement consistent with DFARS 227.7202-3. If this is a DOD prime contract or DOD subcontract, the DOD agency Client may acquire additional rights in technical data under DFARS 252.227-7015(b). This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

        8. Notice. Except as otherwise provided in this Agreement, any notice or demand required or permitted under this Agreement will be in writing and deemed effective immediately upon the receipt thereof, as evidenced by a written record of delivery from (i) a nationally recognized overnight courier for the next business day delivery, (ii) certified or registered mail, or (iii) a signed delivery receipt in the case of delivery by hand. Email will not be sufficient for notices regarding a Claim or alleged breach. Notices will be sent to the primary contact for each party to the address as set forth on the first page of this Agreement or as subsequently updated in writing.

        9. Force Majeure. Crowe is not, and may not be construed to be, in breach of this Agreement for any failure or delay in fulfilling or performing the Subscription Service, when and to the extent such failure or delay is caused by or results from acts beyond Crowe’s reasonable control, including: strikes, lock-outs, or other industrial disputes; trespass, sabotage, theft or other criminal acts export bans, sanctions, war, terrorism, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, in each case outside of Crowe’s local network; breakdown of plant or machinery; nuclear, chemical, or biological contamination; fire, flood, natural disaster, extreme adverse weather, or other acts of God (each a “Force Majeure Event”). Crowe will use reasonable efforts to mitigate the effects of such Force Majeure Event.

        10. High Risk Activity. The Crowe Products are not designed for any purpose requiring fail-safe performance, including stock trading, financial transaction processing, operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, weapons systems, or other management or operation of hazardous facilities or applications for which failure could result in death, personal injury, or severe physical, property, or environmental damage. Crowe, its licensors, and Crowes expressly disclaim all warranties of fitness for any such use.

        11. Waiver. No provision of this Agreement will be deemed waived, unless such waiver will be in writing and signed by the party against which the waiver is sought to be enforced. The waiver will not be construed to be a waiver of any succeeding breach of any such provision, a waiver of the provision itself, or a waiver of any other provisions of this Agreement. No delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have under this Agreement will operate as a waiver of any breach or default.

        12. Modifications. Crowe may, from time to time in its sole discretion, upon notice to Client amend, update, change or modify the terms of this Agreement. If the Client does not agree with such amendments, Client’s sole recourse shall be to terminate the Agreement in accordance with Section 13(a)(i) (termination for convenience). This Agreement may not be modified except through a written and properly executed instrument in writing entered into by duly authorized representatives of the parties.

        13. Severability. The provisions of this Agreement will be severable and, if any provision of this Agreement is held or declared to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof, and the remainder of this Agreement, disregarding such illegal, invalid, or unenforceable portion, will continue in full force and effect, either as though such illegal, invalid, unenforceable, or void provision had not been contained in it if the rights and obligations of the parties contained herein are not materially prejudiced and the intentions of the parties continue to be effective or as though the illegal, invalid, unenforceable, or void term will be deemed amended or replaced by a valid, legal, and enforceable term that matches the intent of the original language as closely as possible.

        14. No Construction against Drafter. The parties acknowledge that each has participated, and each has been represented by counsel, in preparation and execution of this Agreement, and for purposes of the rule of contract interpretation that construes a document against its drafter, neither Client nor Crowe nor their respective counsel will be considered the drafter of this Agreement. Each party represents to the other that it has carefully read this Agreement, understands the Agreement’s binding effect, and that it is voluntarily entering into this Agreement.

        15. Headings. The headings in this Agreement are for reference only and are not intended to be a part of or to affect the meaning, application or interpretation of this Agreement or any portion thereof.

        16. Response to Legal Process. If Crowe is requested by Client, any third party, or any other person or entity, by subpoena, investigation, other legal process, or other request to produce documents or testimony pertaining to Client or the Subscription Service, and Crowe is not named as a party in the proceeding, Client will pay Crowe for its professional time, plus out of pocket expenses, costs, and fees, as well as reasonable attorney fees, incurred in responding to such request.

        17. Crowe Global Network. Crowe LLP is an independent member of Crowe Global, a Swiss organization. “Crowe” is the brand used by the Crowe Global network and its member firms, but it is not a worldwide partnership. Crowe Global and each of its members are separate and independent legal entities and do not obligate each other. Crowe LLP and its subsidiaries are not responsible or liable for any acts or omissions of Crowe Global or any other Crowe Global member and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Global or any other Crowe Global member. Crowe Global does not render any professional services and does not have an ownership or partnership interest in Crowe LLP or any other member. Crowe Global and its members are not responsible or liable for any acts or omissions of Crowe LLP and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe LLP. Visit www.crowe.com/disclosure for more information about Crowe LLP, its subsidiaries, and Crowe Global.

        18. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or will be construed to confer upon any person other than the parties hereto any right, remedy or claim under or by reason of this Agreement.

        19. Construction. Crowe is obligated to provide Crowe Products only in the English language, unless otherwise agreed upon in writing. The parties have expressly requested that this Agreement and all related documents be drafted in English. Section headings are for convenience only and are not to be used in interpreting this Agreement. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. Lists of examples following “including,” “e.g.,” “such as,” or “for example” are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.” Unless stated or context requires otherwise: (i) all internal references are to this Agreement, its parties, and its Exhibits; (ii) “days” means calendar days; (iii) “may” means that the applicable party has a right, but not a concomitant duty; (iv) all monetary amounts are expressed and, if applicable, payable, in U.S. dollars; (v) “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised or performance rendered or measured; (vi) the word “or” will be deemed to be an inclusive “or”; (vii) URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at such URLs; (viii) a writing is “signed” when it has been hand-signed (i.e., with a pen) or electronically signed using an electronic signature service by duly authorized representatives of both parties; (ix) a party’s choices, elections, and determinations under this Agreement are in its sole discretion; (x) the singular includes the plural and vice versa; (xi) a reference to a document includes any amendment, replacement, or novation of it; and (xii) a reference to a thing includes a part of that thing (i.e., is interpreted to include “in whole or in part”).

        20. Entire Agreement. This Agreement, including the Schedules and any documents or provisions attached hereto or expressly referenced herein (all of which are expressly deemed incorporated in this Agreement by this reference), contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous written or oral understandings, agreements, negotiations, representations, undertakings, proposals, commitments, or any other writing or communications with respect to such subject matter. The terms of this Agreement apply to the exclusion of any other terms Client seeks to impose or incorporate, or that may be implied by trade, custom, practice, or course of dealing.

        21. Non-Reliance. Client acknowledges that (i) there are no representations or warranties other than those expressly set forth in this Agreement; and (ii) it has not relied and will not upon any duty of disclosure or any document, written information, or oral information, except as reduced to writing and made a term of this Agreement.

        22. Time Limits on Claims. No action against Crowe arising from or relating this Agreement may be brought after the earlier of (i) one (1) year after the date on which occurred the act or omission alleged to have been the cause of the injury alleged; or (ii) the expiration of the applicable statute of limitations or repose.

        23. Negotiation and Mediation. If a dispute arises, in whole or in part, out of or related to this Agreement, or after the date of this Agreement, between Client or any of Client’s affiliates or principals and Crowe, and if the dispute cannot be settled through negotiation, Client and Crowe agree first to try, in good faith, to settle the dispute by mediation administered by the American Arbitration Association, under its mediation rules for professional accounting and related services disputes, before resorting to litigation or any other dispute-resolution procedure. The results of mediation will be binding only upon agreement of each party to be bound. Costs of any mediation will be shared equally by both parties. Any mediation will be held in Chicago, Illinois.

        24. Choice of Law. This Agreement, including any dispute arising out of or related to this Agreement, will be governed and construed in accordance with the Laws of the State of Illinois applicable to agreements made and wholly performed in that state, without giving effect to its conflicts of Laws rules to the extent those rules would require applying another jurisdiction’s Laws. To the extent permitted by Law, choice of Law rules and the provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and will not apply to this Agreement or the Subscription Service hereunder.

        25. Consent to Jurisdiction and Forum Selection. Subject to the section on Arbitration, the parties irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in DuPage or Cook County, Illinois, for the purposes of adjudicating any dispute arising out of or related to this Agreement. Each party expressly consents to service of process by registered mail. This choice of venue is intended to be mandatory and is not permissive in nature. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar argument, and each party waives any objection to venue. Notwithstanding anything to the contrary in the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding the receiving party’s disclosure or threatened disclosure of Confidential Information, except as provided in this Agreement, or a party’s infringement or misappropriation of the other party’s Intellectual Property Rights, either of which may result in irreparable injury for which a remedy in money damages may be inadequate.

        26. Arbitration. If any court rules or finds that the JURY TRIAL WAIVER section below is not enforceable, then any dispute, controversy, or claim arising out of, relating to, or having any connection with this Agreement or the parties’ relationship generally, or the breach, termination, enforcement, interpretation or validity of this Agreement, including without limitation the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding and confidential arbitration in Chicago, Illinois, unless the parties agree in writing on a different location. Regardless of the amount in controversy, the arbitration will be administered by JAMS, Inc. (“JAMS”), pursuant to its Streamlined Arbitration Rules & Procedures. In the event of a conflict between such rules and this Agreement, this Agreement will control. The parties will agree within a reasonable period of time after notice is made of instituting the arbitration process whether to use one or three arbitrators, and if the parties cannot agree within fifteen (15) business days, the parties will use a single arbitrator. If the parties cannot agree upon arbitrator(s) within an additional fifteen (15) business days, the arbitrator(s) will be selected by JAMS. However, no arbitrator may be appointed unless and until he/she has agreed to these procedures. The arbitrator(s) must be a retired judge or an attorney with at least fifteen (15) years of experience in the field of commercial litigation. The arbitrator(s) will apply substantive Law and may award injunctive relief or any other remedy available from a judge. The arbitrator(s) may authorize only limited discovery upon a showing of substantial need by the party seeking discovery. No forensic examination of respondent’s electronic records will be permitted in any arbitration. All aspects of the arbitration will be treated by the parties and the arbitrator as confidential. If it is the prevailing party on any issue or claim in the arbitration, the respondent will be awarded its reasonable attorney’s fees and arbitration costs by the arbitrator(s). Otherwise, the parties will share the costs of arbitration equally. In no event will claimant be awarded its attorney’s fees or arbitration costs. The final award must be delivered by the arbitrator(s) within one year of the initial demand (or less) absent written agreement by the parties to the contrary. None of the time limits in this Section are jurisdictional. Any award will be accompanied by a reasoned opinion describing the basis of the award. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

        27. JURY TRIAL WAIVER. FOR ALL DISPUTES RELATING TO OR ARISING BETWEEN THE PARTIES, THE PARTIES AGREE TO WAIVE A TRIAL BY JURY TO FACILITATE JUDICIAL RESOLUTION AND TO SAVE TIME AND EXPENSE. EACH PARTY AGREES IT HAS HAD THE OPPORTUNITY TO HAVE ITS LEGAL COUNSEL REVIEW THIS WAIVER. THIS WAIVER IS IRREVOCABLE, MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND APPLIES TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS WRITTEN CONSENT TO A BENCH TRIAL WITHOUT A JURY. HOWEVER, AND NOTWITHSTANDING THE FOREGOING, IF ANY COURT RULES OR FINDS THIS JURY TRIAL WAIVER TO BE UNENFORCEABLE AND INEFFECTIVE IN WAIVING A JURY, THEN ANY DISPUTE RELATING TO OR ARISING FROM THIS ENGAGEMENT OR THE PARTIES’ RELATIONSHIP GENERALLY WILL BE RESOLVED BY ARBITRATION AS SET FORTH IN THE PARAGRAPH ABOVE REGARDING “ARBITRATION.”

        28. Notification of Non-Licensee Ownership. Crowe and certain owners of Crowe are licensed by the California State Board of Accountancy. However, Crowe has owners not licensed by the California State Board of Accountancy who may provide services under this Agreement. For any questions regarding licensure of the personnel performing services under this Agreement, please contact Crowe.


      Schedule A
      to that certain Subscription License Agreement (Crowe Lease Accounting Express)
      (Subscription Service Outline)


      This Subscription Service Outline is incorporated by reference in that certain Subscription License Agreement (Crowe Lease Accounting Express) (“Agreement”). Capitalized terms used in this Schedule A but not expressly defined herein will have the meaning stated in the Agreement.

      1. Maintenance.
        1. Availability. Client acknowledges and consents to Crowe’s use of a third-party hosting provider as subcontractor to Crowe. Consistent with the terms of the Agreement, Crowe will be responsible for errors or omissions of the hosting subcontractor as if committed by Crowe. If Client’s production instance of the Subscription Service falls below the Availability SLA during a calendar month, Client’s exclusive remedy for failure of the Subscription Service to meet the Availability SLA is to request that the affected Subscription Term be extended for the number of minutes the Subscription Service was not Available in the month in accordance with the Availability SLA. Client acknowledges that the Subscription Services in any non-production instance or testing environment for evaluation purposes are at-risk services and, as such, not eligible for any service level credit in the form of any cash value, monetary payment or credit against any fees or costs incurred after the applicable calendar month in which the Availability SLA was not met or the Subscription Term. Crowe will provide daily offsite disk-based backup storage.

        2. Requests. Client must request all extensions in writing to Crowe within ten (10) days of the end of the month in which the Availability SLA was not met, identifying the support requests relating to the period Client’s production instance of the Subscription Service was not Available.

        3. Notice. Except for regularly scheduled Infrastructure Modification that will occur each Sunday morning from 12:00 a.m. until 5:00 a.m. Central Time, Crowe will give Client three (3) days’ prior notice of an Infrastructure Modification if Crowe, in its reasonable judgment, believes that the Infrastructure Modification will impact Client’s use of its production instance of the Subscription Service, unless, in the reasonable judgment of Crowe, the Infrastructure Modification is necessary to: (i) maintain the availability, security, or performance of the Subscription Service; (ii) comply with Law; or (iii) avoid infringement or misappropriation of third-party Intellectual Property Rights.

        4. Definitions.
          1. Availability SLA” means that the production instance of the Subscription Service will be targeted to be Available at least 98% of the time during a calendar month, excluding Excused Downtime.

          2. Available” means that the Subscription Service can be accessed by Client’s Users.

          3. Excused Downtime” means: (1) Maintenance Time; and (2) any time the Subscription Service is not Available due to circumstances not within Crowe’s control, including modifications of the Subscription Service by any person other than Crowe or a person acting at Crowe’s direction, a Force Majeure Event, a Suspension Event, general Internet outages, failure of Client’s infrastructure or connectivity (including direct connectivity and virtual private network connectivity to the Subscription Service), computer and telecommunications failures and delays, and network intrusions or denial-of-service or other criminal attacks.

          4. Infrastructure Modification” means any repairs, maintenance, improvements, or changes to the cloud infrastructure used by Crowe to operate and deliver the Subscription Service.

          5. Maintenance Time” means the time the Subscription Service is not Available due to an Infrastructure Modification or an Update.

          6. Suspension Event” means any of the following for which Crowe may suspend the Subscription Service for Client or a User without liability: (1) Crowe reasonably believes that the Subscription Service is being used by Client or any User in violation of the Agreement, applicable law, or industry policies and practices, or otherwise in a manner deemed to be harmful to the Subscription Service; (2) Client doesn’t cooperate with a reasonable investigation of any suspected violation of the Agreement; (3) there is an attack on the Subscription Service or the Subscription Service is accessed or manipulated by a third party without Client’s consent, (4) suspension is required by Law, or a regulatory or government body, including any investigation of suspicious activities, (5) there is any event for which Crowe reasonably believes that the suspension of Subscription Service is necessary to protect the cloud infrastructure used by Crowe to operate and deliver the Subscription Service or other clients. Crowe will use commercially reasonable efforts to provide Client advance notice of a suspension resulting from a Suspension Event of at least twelve (12) business hours, unless Crowe reasonably determines that a suspension on shorter or contemporaneous notice is necessary to protect the Subscription Service, the cloud infrastructure used by Crowe to operate and deliver the Subscription Service, or other clients from imminent and significant operational, legal, or security risk.
        5. Disaster Recovery. Crowe maintains a disaster recovery plan for the Subscription Service that is tested annually.

        6. Documentation. Crowe will provide materially updated Documentation for any modification to the Subscription Service to Client as such Documentation is generally released.

      2. Support.
        1. Scope. Client acknowledges and agrees that the Subscription Service is not mission-critical for Client and the operation of Client’s business is not dependent upon the uninterrupted or error-free operation of the Subscription Service. Crowe will provide support to Client upon an email or telephone request for technical assistance with respect to: (i) questions related to Subscription Service operations or functions, (ii) Subscription Service outage, performance, or connectivity issues between the cloud infrastructure used by Crowe to operate and deliver the Subscription Service and an associated router that provides connection to the Internet (which is the extent of control of Crowe), and (iii) resolution of defects that cause a nonconformity in the Subscription Service as compared to the Documentation. A resolution to a defect may consist of a fix, patch, workaround, or other relief, as Crowe deems reasonable. Client support does not include assistance with or resolution of any issues outside the control of Crowe, such as Client inability to access the Subscription Service when it is up and running but Client is unable to connect, or related to any data, database, etc., requests to export or import data, Client Data, review of any code or processes related to a feature not performing as expected, or any communications related to any of the foregoing, or the performance of the following services: implementation services; configuration services; integration services; customization services, or other custom software development; training; or assistance with administrative functions. Crowe support is not required to provide resolutions for immaterial defects or defects due to modifications of the Subscription Service made by any person other than Crowe or a person acting at Crowe’s direction. Crowe will not have any responsibility to correct anything related to the Client database, or any issues, defects or damage caused by or arising out of the improper use of the Subscription Service by Client or its Users or input issues or defects made by Client or its Users. Crowe will have no responsibility to make changes to the Subscription Service in order to make it compatible with changes in the computer equipment of the Client or its Users. If an alleged issue or defect cannot be reproduced, or if Crowe determines that an alleged issue or defect is not caused by Crowe, and Client cannot provide credible evidence to dispute that determination, Client will compensate Crowe at its then-current published rate for all the time spent responding and analyzing the alleged issue or defect.

        2. Contact. Client support may be contacted by email at Crowe.LAE@crowe.com 24 hours a day, seven days a week. Crowe will respond to Client requests and assist Client in problem resolution during Crowe’s normal business hours (i.e., 7:00 a.m. – 5:00 p.m. Central Time, not including Crowe observed holidays that include but are not limited to: Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Eve Day, Christmas Day and New Year’s Day) for requests made during or after normal business hours.

        3. Response Times. Crowe will use reasonable efforts to provide such support services in accordance with the following response schedule, based upon the severity of the event for which support is requested:

          Severity Level

          Description

          Target Initial Response Time

          Target Effort Level

          Critical

          Inability to use any major functions of the Subscription Service, resulting in a critical impact on User objectives.

          Four (4) hours during normal business hours

          Continuously during normal business hours

          High

          An important existing functionality is not available and there is not an acceptable workaround.

          Four (4) hours during normal business hours

          Continuously during normal business hours

          Medium

          Incorrect behavior of the Subscription Service or an important existing functionality is not available but there is an acceptable workaround.

          One (1) business day during normal business hours

          As appropriate during normal business hours

          Low

          All other issues, including a serious, non-critical problem with a suitable workaround. The business impact is that work is able to progress using minimally disruptive and sustainable workarounds.

          Three (3) business days during normal business hours

          As appropriate during normal business hours


        4. Client Responsibilities. Client will receive communications from Crowe via email or phone. Client will appoint no more than one contact (“Client Authorized Contact”) to engage Client support for questions and technical issues. Client will maintain and forward to Crowe current information for the Client Authorized Contact. Only the Client Authorized Contact will contact Client support. Client will train the Client Authorized Contact on the use and administration of the Subscription Service. Client will cooperate to enable Crowe to deliver the Subscription Service and Client support. Client is solely responsible for the use of the Subscription Service by its users.

      3. Updates. Crowe may provide to Client, updates, upgrades, releases, patches, hot-fixes, new features, and/or enhancements to the Subscription Service that Crowe develops and makes generally available to its clients using the Subscription Service (“Updates”). All Updates will become part of the Subscription Service. The Subscription Service is provided without maintenance or support, except as set forth herein.


      Schedule B
      to that certain Subscription License Agreement
      Acceptable Use Policy


      This Acceptable Use Policy (this “AUP”) is incorporated by reference in that certain Subscription Service Agreement (Crowe Anomaly Detection Tool) (“Agreement”). Capitalized terms used in this Schedule B but not expressly defined herein will have the meaning stated in Schedule A or the Agreement.

      1. No Abuse or Offensive Content. Neither the Subscription Service, the cloud infrastructure used by Crowe to operate and deliver the Subscription Service, nor the network on which it resides may be used to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including: unauthorized access to or use of data, systems or networks, including any attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network or attempting to penetrate security measures (often known as “hacking”) that might be used as a precursor to an attempted system penetration (i.e., port scan, stealth scan, or other information gathering activity); monitoring data or traffic on any network or system without the express authorization of the owner of the system or network; interference with service to any user of this network or another network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; use of an Internet account or computer without the owner’s authorization; collecting or using email addresses, screen names or other identifiers without the consent of the person identified (including, without limitation, phishing, Internet scamming, password robbery, spidering, and harvesting); collecting or using information without the consent of the owner of the information; using any false, misleading, or deceptive TCP-IP packet header information in an email or a newsgroup posting; distributing software that covertly gathers information about a user or covertly transmits information about the user; advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this AUP, which includes the facilitation of the means to spam, initiation of pinging, flooding, mail-bombing, denial of service attacks, and piracy of software; accessing any other network, chat room, community room forum, or other website; distributing information regarding the creation of and sending Internet viruses, worms, Trojan horses, pinging, flooding, mail-bombing, or denial of service attacks; activities that disrupt the use of or interfere with the ability of others to effectively use the network or any connected network, system, service, or equipment; sending bulk or commercial email or for otherwise sending messages to any person or entity other than to Crowe or Client or a user; distributing of advertisement delivery software unless: (a) the user affirmatively consents based on a clear and conspicuous notice of the nature of the software, and (b) such software is easily removable by standard tools included on major operating systems (such as Microsoft’s “add/remove” tool); or engaging in any conduct that is likely to result in retaliation against Client, Crowe, or Crowe employees, officers or other contractors, including engaging in behavior that results in any server being the target of a denial of service attack. No publication, transmission, or storage on or via Crowe’s network or equipment any content or links to any content that Crowe reasonably believes is illegal; that relates in any way to child pornography, bestiality, or non-consensual sex acts; is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech; is unfair or deceptive under any state or federal consumer protection statutes; is defamatory; violates personal privacy; exporting encryption software over the Internet or otherwise, to points outside the United States; creates a risk to a person’s safety or health or to public safety or health, compromises national security, or interferes with a Law enforcement investigation; improperly exposes trade secrets or other confidential or proprietary information; is intended to assist in defeating technical copyright protections; infringes on or misappropriates any other person’s intellectual or other property right; promotes illegal drugs, violates export control statutes, relates to illegal gambling, or illegal arms trafficking; or is otherwise malicious, fraudulent, or may result in retaliation against Crowe by offended viewers. Content “published or transmitted” via Crowe’s network or equipment includes Web content, email, bulletin board postings, chat, and any other type of posting or transmission that relies on the Internet. Crowe may test and otherwise monitor compliance with its requirements.

      2. Vulnerability Testing. No attempt to probe, scan, penetrate, or test the vulnerability of Subscription Service or the cloud infrastructure used by Crowe to operate and deliver the Subscription Service or to breach Crowe’s security or authentication measures, whether by passive or intrusive techniques, may be done without Crowe’s express written consent.

      3. Copyrighted Material. Neither the Crowe network nor the Subscription Service may be used to download, publish, distribute, or otherwise copy or use in any manner any text, music, software, art, image, or other work protected by copyright Law unless expressly authorized by the owner of the copyright for the work to copy the work in that manner, or otherwise permitted by established copyright Law to copy the work in that manner.

      4. Other. Only the authorized accounts assigned by Crowe may be used in connection with the Subscription Service. Crowe may quarantine or delete any data stored on a shared system if the data is infected or otherwise corrupted, and has the potential to infect or corrupt the system or other Clients’ data that is stored on the same system. No credit will be available under the Agreement for interruptions of the Subscription Service resulting from AUP violations.
    •  

    Designed by the accounting and technology professionals at Crowe LLP, the Crowe Lease Accounting Express allows companies to comply with the Financial Accounting Standards Board (FASB) ASC 842 and the International Accounting Standard Board (IASB) IFRS 16 regulations on accounting standards for leases and automate the financial transactions associated with their leases. Built as a cloud application, the application supports specific requirements related to lease accounting, including:

    • Calculation of the present value of future minimum lease payment, lease liability amortization, and right-of-use asset depreciation
    • Automatic classification of leases as either operating or finance for ASC842 purposes
    • Complete lease information management such as commencement date, and transfer of ownership options
    • Automatic generation of journal entries for the initial recognition and subsequent measurement of the lease liability and right-of-use asset
    • Balance sheet-sheet impact calculator
    • Excel import/export tools for all lease data
    • Prepare required quantitative note disclosures