Last updated: October 1, 2026

We are glad that you have selected the Services offered by Qount to automate and streamline your firm or entity operations. These Terms of Service (available at https://qount.io/terms-of-service/, and as updated from time to time and effective when posted, “Terms“) are a binding legal agreement between you and QountHQ Inc. (“Qount“, “we“, “us“, or “our”) with respect to the use of our qount.io website (“Website”), any subdomain of qount.io, content, updates, new releases, and services, including those made available on our website (collectively, the “Services“). These Terms shall apply to all applicable subscription agreement(s), statements of work, and specific Service terms and API agreements, and our Privacy Policy (collectively, the “Agreement”).

1. Acceptance of the Terms.

By accepting electronically (for example, clicking accept, purchasing a Subscription, or signing in), installing, accessing or using the Services, you agree to these Terms. By requesting and receiving access to our optional Data Connector Service, you agree to be bound by the Data Connector Terms & Conditions set forth in Exhibit B attached hereto and incorporated herein. By purchasing a Seasonal SKU (as defined in the Seasonal SKU Addendum), you agree to be bound by the Seasonal SKU Addendum, which is incorporated herein by reference. By indicating your acceptance of these Terms or by accessing or using the Services you acknowledge that you have read, understand and agree to these Terms and our Privacy Policy (as updated from time to time and effective when posted, and which is incorporated by reference in these Terms) (“Privacy Policy”). If you are accepting these Terms on behalf of an entity or other organization, you represent and warrant that you have the legal authority to accept these Terms on behalf of such entity and to bind such entity. If you do not agree to these Terms or Privacy Policy, you may not use the Services. When “you”, “your”, or “Customer” is used in these Terms, if these Terms are accepted by an individual, it refers to such individual, and if these Terms are accepted by an individual on behalf of an entity, it refers to such entity and its affiliates. Each such affiliate shall be deemed to be a party to these Terms and shall be jointly and severally liable for all obligations under these Terms.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION, AND ALSO CONTAIN A CLASS ACTION AND JURY TRIAL RIGHT WAIVER. Please carefully review Section 19 of these Terms for more information.

2. Modification of the Terms.

Qount reserves the right to change, modify or amend these Terms at any time and, except as set forth herein, such changes, modifications or amendments will be effective upon the posting on our Website. It is your obligation to visit our Website and ensure that you have read and understood the most recent Terms available on the Website. Your continued use of the Services following the posting of changed, modified or amended Terms means that you accept and agree to the changes and the updated version, provided, however, that any change, amendment or modification to the: (i) arbitration, class action waiver, waiver of jury trial, or any other provisions applicable to dispute resolution (see the “Dispute Resolution” section below) shall not apply to any disputes arising prior to the applicable change, amendment or modification, or (ii) except as set forth in Section 6 of these Terms, pricing and/or billing provisions shall not apply to any charges incurred prior to the applicable change, amendment or modification. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Services.

3. Access to the Services.

You are only granted the right to use the Services and only for the purposes described in these Terms. Until termination of the Agreement and as long as you meet any applicable payment obligations and comply with the Agreement, Qount grants to you a limited, nonexclusive, non-transferable, non-sublicensable right and license to use the Services.

You and your Users shall not: (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Services or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Services, or use any of the Services for time sharing or similar purposes for the benefit of any third party; (iii) remove any copyright or proprietary notices contained in the Services or any output thereof; (iv) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Services; (v) access the Services via any bot, web crawler or non-human user; (vi) access or use (or permit a third party to access or use) the Services for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes; (vii) make any use of, or take any other action with respect to, the Services or any component thereof in a manner that violates applicable law or any provision of these Terms; (viii) use the Services to store or transmit infringing, libelous, obscene or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (ix) load test the Services in order to test scalability; (x) circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Services; (xi) use any robot, spider, scraper or other automated means to access the Services; (xii) insert any code or product or manipulate the content of the Services in any way; or (xiii) use any data mining, data gathering or extraction method. You and your Users agree not to flood the Services with requests or otherwise overburden, disrupt, or harm the Services or our systems.

4. Users and Accounts.

“Users” means, for an individual, you, and for an entity, those individuals in your organization who you authorize to access the Services. You may add Users during the Subscription Term, subject to the payment of additional Subscription fees as provided herein. You agree that you will be responsible to determine, set up, modify, cancel and update the Users who get access and what level of access to the Services. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or these Terms.

Where you are an entity, the following in this paragraph applies. You will designate one or more of your employees to serve as the “User Administrator.” The User Administrator shall solely be responsible for authorizing, issuing and deauthorizing a login name, password, and any other credentialing information (collectively, “Login Credentials”) to its Users, administering security profiles of Users, and inputting data regarding the Users. You agree that each User will be assigned unique Login Credentials, and that no Login Credentials will be shared or otherwise utilized by two or more individuals at any time. You are solely responsible for the security of Login Credentials issued to each User. You shall timely deauthorize all Users that are no longer authorized to have access to the Software. You agree to comply with the procedures specified by Qount from time to time regarding obtaining and updating passwords or other security measures for access to the Software. You are responsible for all acts and failures to act of your Users, and for ensuring that all Users are permitted by applicable law to access the Data. Qount shall have no responsibility or liability for any damage or loss caused by your failure to deauthorize a User (e.g., a terminated employee).

You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify Qount of any unauthorized use of your passwords or any other breach of security related to our Services, and you must take all other actions that Qount reasonably deems necessary to maintain or enhance the security of Qount’s computing systems and your access to the Services. Qount is not liable for any loss or damage arising from your and your User’s failure to protect usernames or passwords.

Access to and use of certain features of the Services requires you to register for an account. You agree to provide true, accurate, current, and complete information as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities.

5. Intellectual Property.

The Services are protected by copyright, trade secret, and other intellectual property laws. The Services are owned by Qount and its licensors and are protected under copyright, trademark, and other applicable United States and international laws and treaties. You acknowledge that, as between You and Qount, Qount is and shall remain the sole owner of the Services, including, without limitation, all Intellectual Property Rights (as defined below) therein and thereto. You own all of your Data. However, your access to User Content (as defined below) is contingent on full and timely payment of the applicable Subscription fees when due.

6. Subscription.

Qount offers the Services for a fee on an annual basis (“Subscription”). Your initial one-year Subscription may start on the effective date of your order/proposal in order to permit time for setup and installation of the Services. If so, the “Effective Billing Date” on your order/proposal shall be the date on which your initial one-year Subscription commences. Your Subscription will automatically renew for additional one (1) year term(s) upon the expiration of the Initial Subscription Period (each one (1) year term is defined herein as a “Subscription Period” and collectively referred to as the “Subscription Term“) unless this Agreement is terminated as provided in herein or unless you or Qount provide written notice of non-renewal prior to the end of the then current Subscription Period.

Notice of non-renewal under this Section 6 must be given not less than ninety (90) days prior to the end of the then-current Subscription Period. This ninety (90) day notice requirement applies to any Subscription Period commencing on or after the effective date of this provision and does not apply retroactively to a Subscription Period that commenced before such date.

This Section 6 governs solely the annual Subscription described above. Qount may also make available separate, fixed-term products, modules, or seats sold on a term shorter than twelve (12) months for seasonal capacity (each, a “Seasonal SKU”), including without limitation any 4-month or 6-month SKU. Each Seasonal SKU is a distinct offering, billed and tracked independently of the annual Subscription, and is governed exclusively by the Seasonal SKU Addendum and the applicable order form, and not by this Section 6. None of the auto-renewal, non-renewal notice, or no-downgrade-until-period-end provisions of this Section 6 apply to a Seasonal SKU.

If you provide notice of non-renewal under this Section 6, or otherwise do not renew, the license granted in Section 3 will automatically expire on the last day of the then-current Subscription Period without further action by either party. Continued access to or use of the Services after such expiration is not authorized under this Agreement, and Qount may immediately disable such access without notice, in addition to any other rights or remedies available to Qount.

Your Subscription may be fixed or variable. For example, a Subscription may be variable based on the number of Users or variable based on the number of campaigns, etc. If based on Users, you will be billed for each User, including those that you add during the applicable Subscription Period. You may not decrease your number of Users or downgrade tier level until the end of your applicable Subscription Period.

Any additional Users will be added to your Subscription for the remainder of the Subscription Period at Qount’s then-current rates. You agree to timely report the addition of Users to Qount. Your failure to advise Qount of additional Users does not relieve you of your obligation to pay additional fees associated with such additional Users. Qount will invoice you for additional Users for the remainder of the Subscription Period, including the full month in which the User was added. If you are billed annually, you agree to pay such Invoice within thirty days of receipt. If you are billed monthly, fees for additional Users will be added to your monthly invoice.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, and duties. You must pay with a valid credit card, debit card or bank account with sufficient funds to cover the payment due to Qount on a periodic basis.

Unless otherwise stated in an applicable order/proposal, all Subscription fees are payable in advance and will be charged to the payment method on file. If Qount approves you for monthly invoicing, Qount will issue invoices and payment is due net thirty (30) days from the invoice date. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition to any other rights or remedies available under these Terms, Qount may suspend the Services if any payment is not made in accordance with these Terms.

The Subscription is billed in advance on a monthly or annual basis, depending on the payment plan you select. By starting a Subscription and designating a payment method, you authorize Qount to charge the applicable Subscription fee at the then-current rate to the credit/debit card on file for your account (the “payment method”) for any and all monies owing on your account, for as long as your account is open, regardless of whether or not you are logging into your account or using the Services. You acknowledge that the amount billed for your Subscription fees may vary due to promotional offers, upgrades to your Subscription, or additional Users. You authorize Qount to charge your payment method for such varying amounts. When you enter or update the payment method, a temporary $1.00 transaction may appear as debited from the payment method. This temporary $1.00 transaction is a necessary authorization used to verify the payment method with your bank or financial institution and should disappear within about three days. If we are unable to collect payment from the payment method, for whatever reason, we reserve the right to continue to attempt to collect payment from the payment method until such time as payment collection is successful or the related account is deleted. In no event shall we be held responsible or otherwise liable for any fee(s) assessed to you, or any other person or party, by any bank or financial institution as a result of any billing action related to your account and/or the Services.

If your Subscription is canceled before the end of its then-current Subscription Period, it will not renew for the next Subscription Period; however, you are responsible for any and all charges in connection with your account for the full duration of your then-current Subscription Period.

Upon renewal, we may increase your Subscription fees up to our then-current list price which may be found at www.qount.io/pricing. Qount reserves the right to adjust the pricing for any subscription plan, Services, feature, or usage-based charge to any amount up to and including Qount’s then-current list price, effective upon the start of any renewal Subscription Period, and Qount is not required to provide advance notice of any such adjustment. Notwithstanding Section 22, publication of the then-current list price at www.qount.io/pricing constitutes notice to you of the pricing that will apply upon renewal. If you do not agree to the pricing applicable to a renewal Subscription Period, your sole and exclusive remedy is to provide notice of non-renewal in accordance with this Section 6.

Qount reserves the right to modify, terminate, or otherwise amend the Subscriptions we offer. There are no refunds or credits for partial Subscription Periods or upgrades/downgrades. You can cancel or downgrade the Services to be effective at the end of your applicable Subscription Period. If you cancel the Services, you will not be charged for the next Subscription Period, depending on the plan you select. Canceling or downgrading your Services may cause the loss of Data input or imported into the Services by you or on your behalf and may cause the loss of access to features of the Services or capacity of your account. Qount is not responsible or liable for any such loss of Data.

Use of the Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates, and fees, as well as the terms of any agreement with your mobile device and telecom provider.

7. Representations and Warranties.

Qount makes no warranties or representations of any kind with respect to the availability of third-party telecom services; access to the Services at any time or from any location; any loss, damage, or security intrusion of the telecom services, and any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.

You represent, warrant, and covenant that you: (a) are authorized to access all Data (including all User Content) that you input or import into the Services, including any such information or Data inputted or imported into the Services by any User; (b) own or otherwise have any and all necessary rights in and third party (including, but not limited to, taxpayer) consents relating to such information and Data, so that Qount’s receipt, possession, processing, disclosure, use, and retention of such information and Data (including any User Content) by us as permitted in these Terms does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or any privacy or other rights of any third party or violate any applicable law, rule, or regulation; (c) are authorized to access the processed information and data (including User Content) that is made available to you through your access to and use of the Services (whether that information and data is your own or that of anyone else); (d) are acquiring the right to access and use the Services for the purposes of a business; (e) will verify the identity and contact information of each intended recipient before any packet, communication, or document is transmitted through the Services on your behalf; (f) will review and approve the content of each such packet, communication, or document before transmission, other than automated reminders, notifications, and status communications generated by the Services from content you previously approved, in the exercise of your own independent judgment and, where you are a licensed professional, your professional judgment as to its accuracy, completeness, and suitability; and (g) have obtained, and will maintain records of, all consents required under the Telephone Consumer Protection Act, the CAN-SPAM Act, and any analogous federal or state law for each recipient to receive email, text message, and automated telephone communications through the Services.

8. Disclaimer of Warranties.

YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND QOUNT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER QOUNT NOR ANY PERSON ASSOCIATED WITH QOUNT MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER QOUNT NOR ANYONE ASSOCIATED WITH QOUNT REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVICES THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. QOUNT DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. User Content.

Qount may enable you and your Users to submit, upload, post, share, display, store or transmit to other users (hereinafter, “post“) information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind and other user-generated content (collectively, “User Content“). By making User Content available through your use of Services, you grant Qount a worldwide, royalty-free, non-exclusive license to host and use any User Content provided through your use of Services solely as required to provide the Services, for its internal research and business improvement purposes, or as permitted otherwise in these Terms. Qount is not responsible for the User Content you submit through the Services.

You may not post any User Content that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy rights or right of publicity, or otherwise objectionable; constitutes doxxing or gaslighting, constitutes or promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; contains any material that could give rise to any civil or criminal liability under any applicable laws, rules, or regulations or that otherwise may be in conflict with these Terms; infringes upon, misappropriates, or otherwise violates any patent, trademark, copyright, moral right, or any other intellectual or industrial property rights (“Intellectual Property Rights“) or other rights of a third party; encourages criminal conduct; contains false, misleading, fraudulent, or deceptive claims or content; gives the impression that it emanates from or is endorsed by Qount or any other person or entity, if this is not the case; or contains any virus, malware, spyware, or other harmful content or code.

When you post User Content, you represent and warrant that you are permitted to post such User Content. You are solely responsible for your User Content and acknowledge that Qount is not responsible for and does not endorse any User Content. Qount does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any User Content posted on or through the Services. However, Qount retains the right (but not the obligation), in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move User Content posted on or through the Services.

Qount may disclose any information necessary to satisfy its legal obligations, protect Qount or its Users, or operate the Services properly. Qount, in its sole discretion, may refuse to post, remove, or refuse to remove, any User Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these Terms. You shall not, and shall not permit any of your Users or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Qount or could subject Qount to liability to third parties.

Qount reserves the right to not authorize and may terminate your Subscription and use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses as Qount deems objectionable.

10. Feedback and Data Use Rights.

10.1. Feedback. If you or your Users provide or otherwise make available to Qount any feedback, suggestions, recommendations, data, or other input regarding the Services or resulting from the use thereof (collectively, “Feedback”), Qount may freely use your Feedback. You assign to Qount all rights to the Feedback you provide to Qount in any way, including, but not limited to, in future modifications of the Services, other products or services, advertising or marketing materials. While we appreciate your interest in the Service and our business, Qount does not want and cannot accept any ideas, suggestions, or other Feedback that Users consider confidential or proprietary. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of Qount might seem to others to be similar to users’ own creative ideas, suggestions, or other feedback.

10.2. Data Usage.

10.2.1. Definitions.

10.2.1.1. “Customer Data” means all electronic data (including, but not limited to, Personal Information, uploaded by you or your Users to the Qount Platform.

10.2.1.2. “Deidentified Data” means all (i) Personal Information that is part of Customer Data which has been deidentified, aggregated, pseudonymized, anonymized, and/or otherwise processed so as to be unidentifiable in such a way that the data can no longer be attributed to Customer or a specific individual by reasonable means without the use of additional information, and where such additional information is kept separate and under adequate security to prevent unauthorized re-identification of a specific individual such that one could not, using reasonable efforts, link such information back to a specific individual

10.2.1.3. “Derivative Data” means any of the following: (i) information derived or generated from or based on Customer Data, but not containing Customer Data, or (ii) Customer Data which has been Deidentified .

10.2.1.4. “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular identified or identifiable individual.

10.2.1.5. “Qount Platform” means Qount’s proprietary online hosted software platform, website, operating systems, hardware, and other technical resources used by Qount to provide the Services.

10.2.1.6. “Usage Data” means statistical data related to you and your Users’ access to and use of the Services and data derived from it, that is used by Qount, including to compile statistical and performance information related to the provision of the Services and operation of the Qount Platform.

10.2.2. Ownership of Data. As between you and Qount, you own all Customer Data. Qount shall irrevocably own all Derivative Data and Usage Data and may use, disclose, and dispose of it in any way Qount chooses, so long as neither you nor your Users are identified or identifiable using reasonable means.

10.2.3. Use of Data. You hereby grant Qount and its contractors and service providers a limited, nonexclusive right and license to (a) use all Customer Data to provide the Services; (b) use all Deidentified Data internally to create, develop, test, train, correct, and inform software and algorithms, and product automation; (c) use all Deidentified Data internally to develop and train artificial intelligence (AI) and/or machine learning models, develop, provide, and personalize our current and future Services provided to you and other Qount clients, and gain insights with the help of AI, automated systems, and inferences, so that our Services can be more relevant and useful to you and others; (d) use Deidentified Data internally to develop, create, extract, compile, synthesize, and analyze statistics, analytics, metrics, reports, benchmarks, measures and other information; (e) to create, distribute, publish, and commercialize benchmarking, transactional, performance, statistical, and other information based on or including Deidentified Data; (f) share or publish summary results relating to Deidentified Data and to distribute or license such data to third parties; and, (g) improve or develop existing or new Services, and, after expiration or termination as permitted herein.

10.2.4. Use of Data after Expiration or Termination. Upon your request within 30 days after the expiration or termination of these Terms, Qount will provide you with a copy of Customer Data held by Qount. Upon expiration of such 30-day period, Qount shall convert your account to an inactive status. Qount may, but shall not be obligated to, delete all Customer Data after your account converts to inactive status. The confidentiality obligations as are set forth in this Section 10 shall remain in force and effect at all times during the time you have an active account with us and these Terms are in effect, and (i) with respect to Confidential Information that constitutes a trade secret under applicable law, for so long as such trade secret status has not been lost; and (ii) with respect to Confidential Information that does not constitute a trade secret, for 5 years after termination or expiration of these Terms, and, (iii) with respect to Personal Information held by Qount, forever.

10.2.5. Disablement of Live Access. Qount’s right to suspend, disable, or terminate live access to the Services under Section 6, the Seasonal SKU Addendum, or Section 18 is separate from, and is neither limited by nor conditioned upon, the 30-day period described above. Qount may disable your live access to the Services immediately upon expiration or termination of the Agreement.

10.2.6. This Section 10 shall survive any expiration or termination of these Terms.

11. Installation.

Qount will perform import, setup and installation for you in accordance with your order/proposal. Any schedule provided by Qount is contingent upon you performing your responsibilities and being responsive to Qount in its reasonable requests, including providing all data required by Qount to setup the Services. Your failure to achieve the foregoing contingencies may require adjustment to the schedule and/or payment of additional fees.

12. Modification of the Services.

12.1. Qount reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Services, with or without notice, except that Qount shall provide you with 30-days’ notice of any modification that materially reduces the functionality of the Services. Continued use of the Services following any modification constitutes Subscriber’s acceptance of the modification.

12.2. Such notice shall be provided to you in advance through by way of notification within the Services, email or other notification method deemed appropriate by Qount. Further, Qount shall endeavor to confine planned operational suspensions with a best effort to minimize disruption but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Qount will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.

12.3. Qount may immediately suspend or restrict access to the Service, in whole or in part, with or without notice to you if: (a) Qount reasonably believes that you have violated any applicable law which may have a potentially adverse effect on Qount or its other customers; (b) Qount believes that providing access to the Website or advertising or offering its Services may violate any applicable law or regulation; (c) Qount reasonably believes that it is necessary to protect the servers, systems, infrastructure, data, or information of Qount or its respective third-party providers or other customers or users, from a denial of service attack, security breach, introduction of a virus or other malware, ransomware attack, or similar event; (d) requested or ordered by a law enforcement agency, government agency, or similar authority; or, (e) you fail to cooperate with Qount to investigate suspected violations of these Terms. Upon removal, cessation or mitigation of the underlying cause for any of the above that occurs, Qount will resume providing access to the affected Service unless your account has been terminated.

12.4. Support Level Policy. During the Term, Qount shall use commercially reasonable efforts to (a) make the Services available to you and your Users and (b) provide maintenance and support in accordance with the Support Level Policy set forth in Exhibit A.

12.5. Force Majeure. A “Force Majeure Event” means a cause or event beyond the reasonable control of the party claiming delay of performance, including, but not limited to, (i) labor disputes, strikes, or lockouts (but excluding nonunion labor shortage or disputes), or labor unavailability or workplace closure or restrictions or travel restrictions as required or recommended by government or agency (or implemented as company-wide policy by the party suffering the delay in performance) due to pandemic, epidemic, or other widespread health emergency (e.g., viruses or other diseases, such as, but not limited to, COVID-19, SARS, etc.); (ii) riots, war, acts of terrorism, or other civil disturbance; (iii) fire, flood, earthquake, tornado, hurricane, snow, ice, lightning, or other natural disasters, elements of nature or acts of God, (iv) outages, cable cuts, power crisis shortages, infrastructure outages or failures, internet failures, interruption or failure of telecommunications carriers or digital transmission links, network congestion, computer equipment failures, telecommunication equipment or other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, all of the foregoing in this clause (iv) being of or due to third party providers or utility service providers; (vi) acts of computer, system, or network sabotage or file lockup (e.g., ransomware attack), DDOS or other network attacks, intrusion, or other failures not arising out of a breach of Qount’s data security obligations set forth in these Terms; (vii) any law, regulation, order, direction, action or request of the United States, state or local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of such instrumentality, or of any civil or military authority, or national emergencies, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown; (viii) change in law or regulation making performance impracticable without having material impact on such party’s ability to perform under these Terms without material increase in cost, resources, or time; or, (ix) national or regional shortage of adequate power or telecommunications or transportation.

12.6. Any delay in performance (other than for the payment of amounts due) caused by a Force Majeure Event is not a breach of the Agreement. Upon the occurrence of a Force Majeure Event, the affected party (i.e., the party whose performance is delayed) will promptly notify the other party of the Force Majeure Event. The affected party will (a) exercise commercially reasonable efforts to mitigate damages to the other party and to overcome the Force Majeure Event, and (b) continue to perform its obligations under these Terms to the extent it is reasonably able without incurring additional expense. If the Force Majeure Event renders the Service completely unavailable for more than 30 days, you may terminate the Agreement upon written notice to Qount (in which case you will receive a refund of prepaid fees starting from the beginning of the period of unavailability due to such conditions).

13. Third Party Payment Processors.

You acknowledge that the Services provide the ability to utilize third party payment processors. Qount is not responsible for any actions of such third-party payment processors and does not have access to data provided to such third-party payment processors. Qount shall have no liability for any action or inaction by such third-party payment processors, including but not limited to, data breaches.

14. Indemnification.

14.1. You agree to indemnify, defend, and hold Qount and its officers, directors, employees, agents, licensors, and service providers harmless from and against any third party claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) your and your Users use of the Services, or any violation of these Terms or applicable law; (b) Qount’s making available information to any person with your authorization; and (c) Qount’s refusal to provide any third party access to your information in accordance with these Terms, or providing access to your information as required or requested by law enforcement or governmental agency. Qount reserves the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event, you agree to cooperate with us in defending such action.

14.2. Qount agrees to indemnify, defend, and hold you harmless from and against any third party claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from any violation of these Terms or applicable law by Qount. You reserve the right, at your own expense, to assume the exclusive defense and control of any action subject to indemnification by Qount, and in such event, Qount agrees to cooperate with you in defending such action.

15. Protection of Data.

15.1. The Services do not replace the need for you to maintain regular backups of your Data (including User Content) or redundant data archives. Qount has internal policies and procedures to prevent loss of data, including a daily system back-up regime, but does not make any guarantees that there will be no loss, alteration, destruction, damage, or corruption of Data. Qount has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of any Data.

15.2. If you enable third-party applications for use in conjunction with the Services, you acknowledge that Qount is not responsible for any disclosure, loss, alteration, destruction, damage, corruption, or deletion of your data resulting from any such access by third-party application providers.

16. No Tax or Legal Advice.

Qount is not your accountant, tax preparer, or attorney, and use of the Services does not constitute the receipt of accounting or legal advice. If you have any accounting or legal questions, please contact an accountant or attorney, respectively. It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used; and you remain solely responsible for complying with all applicable accounting, tax, and other laws. It is your responsibility to check the applicable laws related to data storage, access and record-keeping to make sure they meet the legal, statutory and business requirements for your needs. No output of the Services, including any amount, instruction, payee, taxing jurisdiction, or due date that the Services extract, recognize, calculate, prepopulate, or display, constitutes tax, accounting, or legal advice or a determination of any taxpayer’s obligations, and, as between you and Qount, you remain solely responsible for determining those obligations.

17. Limitation of Liability.

17.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL QOUNT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, ENHANCED, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, QOUNT IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL QOUNT’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO QOUNT IN THE 6-MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO ANY CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

17.2. Except as expressly provided in Section 21.7, if you are not satisfied with the Services, your sole and exclusive remedy is to cancel your Subscription and cease all use of the Services. Some jurisdictions do not allow the exclusion or limitation of certain consequential damages, so some of the exclusions and/or limitations in this Section may not apply to you.

18. Termination.

18.1. Qount may immediately, in its sole discretion and without notice, terminate your Subscription or suspend the Services if you fail to comply with these Terms or if you no longer agree to receive electronic communications. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of these Terms shall not affect Qount’s rights to any payments due to it. Except for a Force Majeure Event as described in Section 12, you may not terminate your Subscription prior to the end of a Subscription Period without Qount’s written consent.

18.2. Without limiting the foregoing, Qount may immediately suspend or disable access to the Services, without notice and without any cure or grace period, in the event any payment is not made when due under Section 6, the Seasonal SKU Addendum, or an applicable order form. This right is in addition to, and not in lieu of, Qount’s other rights and remedies under this Section 18.

19. Dispute Resolution.

19.1. Texas state law governs these Terms without regard to its conflicts of laws provisions. Any lawsuit, action, or proceeding arising out of or related to these Terms or the Services, as permitted in this Section 19, shall be instituted exclusively in the state courts of Collin County, Texas or the United States District Court for the Eastern District of Texas. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

19.2. Any dispute or claim relating in any way to the Services or these Terms will be resolved by mandatory binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Texas law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

19.3. The parties will attempt in good faith to resolve any dispute. Each party will designate an officer or senior level management executive with decision making authority (collectively, an “Executive”) with the responsibility and the authority to resolve the dispute. These Executives will meet or hold a telephone conference call within 30 days after the request to identify the scope of the dispute and the information needed to discuss and attempt to resolve such dispute. These Executives will then gather relevant information regarding the dispute and will meet or hold a telephone conference call promptly to discuss the issues and to negotiate in good faith to resolve that issue. In the event the parties are unable to resolve the dispute within 60 days after the specific meeting of the designated Executives as specified above (or such longer time as the parties agree), then the dispute shall be resolved by mandatory binding arbitration, which may be submitted by either party. Such arbitration will be conducted at a location (or virtually) to be mutually agreed to by the parties, or in the absence of such agreement, in Plano, Texas in accordance with the commercial rules (“Rules”) then in effect of the American Arbitration Association by one arbitrator appointed in accordance with such rules and who has at least 15 years’ experience in litigating commercial software agreements. The award rendered by the arbitrator will be final and binding, and judgment may be entered upon it in any court having jurisdiction thereof. In the event the arbitrator determines that either party fails to resolve any dispute in good faith, the arbitrator may award (in any amount deemed appropriate by the arbitrator) the prevailing party its costs and expenses of arbitration, including filing fees and attorneys, accountants, and experts’ fees. All aspects of the arbitration shall be treated as confidential, as provided in the Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Each party shall bear its own costs in the arbitration; however, the parties shall share the fees and expenses of the arbitrator equally.

19.4. The arbitrator(s) will have no authority to award attorneys’ fees (other than fees and costs payable as part of an indemnification obligation under Section 14 or Section 21.8), punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages. The arbitrator(s) will not make any ruling, finding, or award that does not otherwise conform to the terms and conditions of these Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.

19.5. Notwithstanding the foregoing in this Section 19, either party is free to seek equitable relief in a court having jurisdiction in the event of a breach or threatened breach of a party’s obligations with respect to Confidential Information or intellectual property rights.

19.6. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THESE TERMS AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND QOUNT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS.

19.7. You agree that you have expressly and knowingly waived these rights. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Collin County, Texas. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 19 shall survive expiration, termination or rescission of these Terms.

19.8. Any cause of action or claim you may have to arise out of or relating to these Terms or the Services must be commenced within one year after the cause of action or claim accrues, otherwise, such cause of action or claim is permanently barred.

20. Location.

20.1. You acknowledge that the Services, including the mobile application and the underlying software, may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

20.2. Qount is based in the State of Texas in the United States. We make no claims that the Services are accessible or appropriate outside of the United States. Access to and use of the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

21. TaxLinQ Service Terms.

21.1. Scope of TaxLinQ. TaxLinQ is a delivery and workflow feature of the Services. It assembles, transmits, tracks, and provides reminders regarding tax packets, vouchers, engagement letters, authorizations, and related communications that you direct it to send to a taxpayer or other recipient (each such assembled set of materials that you direct the Services to transmit, a “packet”; an automated reminder or notification relating to a packet is not a separate packet and is not separately chargeable). Qount does not prepare tax returns, does not determine the tax obligations of any taxpayer, and does not review your content for accuracy, completeness, or suitability. Except as expressly provided in this Section 21, all other provisions of these Terms, including Section 8, Section 14, Section 16, and Section 17, apply in full to TaxLinQ and to all output of TaxLinQ.

21.2. Verification of Recipient Information. You are solely responsible for confirming the identity and contact information of each intended recipient, including taxpayer and spouse names, email addresses, telephone numbers, and any other delivery or authentication information, before a packet is sent. Qount may prefill recipient information from Customer Data in your account. Prefilled information is provided for your convenience only. Where the Services present a packet in draft state, you may review and correct prefilled information while the packet remains in draft, and Qount does not warrant that a draft state, or any review or correction functionality, will be available for any packet, feature, or sending method. Your act of sending a packet, or your use of any automated or bulk sending method, constitutes your confirmation that the recipient information is accurate and current and that each recipient is authorized to receive the contents of the packet.

21.3. Review and Approval of Content. You are solely responsible for reviewing, correcting, and approving all content delivered through TaxLinQ before it is sent, including (a) content that Qount extracts, recognizes, calculates, prepopulates, or formats from tax documents or other Customer Data, such as estimated tax amounts, voucher amounts, payment amounts and payees, payment and filing instructions, taxing jurisdictions, and due dates, and (b) any manual addition, deletion, or modification made by you or any User. Qount may log changes made to packet content. Any such log is a record only and does not constitute review, verification, correction, or approval by Qount. Your act of sending a packet constitutes your review and approval of its entire contents and, where you are a licensed professional, your professional review and approval of those contents. TaxLinQ facilitates the delivery process; it does not replace your review and does not assume responsibility for determining the obligations of any taxpayer.

21.4. Per-Packet Fees; Recalls and Resends. Fees for TaxLinQ are charged on a per-packet basis at the rate stated in the applicable order/proposal, as that rate may be adjusted at renewal in accordance with Section 6. If no per-packet rate is stated in an applicable order/proposal, the rate is Qount’s then-current published rate www.qount.io/pricing or otherwise made available to you. Except as provided in Section 21.7, a per-packet fee is incurred when the packet is sent and is nonrefundable. If a packet must be recalled, corrected, replaced, or resent for any reason other than a Qount System Error (as defined in Section 21.7), including incorrect, outdated, or incomplete recipient information, an error or omission by you or any User, or a recipient’s failure to act or to provide updated information, the replacement packet is a new packet and a new per-packet fee applies.

21.5. Reminders and Notifications. Reminders, notifications, status indicators, and similar features are provided solely as a convenience. They are not a payment service, a calendaring service, a tax calendar, or a system of record for any filing or payment obligation. As between you and Qount, you are solely responsible for tracking and satisfying, and for ensuring that each taxpayer is informed of, all filing and payment obligations, including determining the correct amounts, payees, taxing jurisdictions, and due dates, and for remitting payment directly to the applicable taxing authority on time. Qount does not remit payments to any taxing authority. You acknowledge and agree that a reminder or notification may fail to be generated or sent, may be delayed, may be blocked, filtered, or misdirected by a recipient’s systems or service providers, may not be received, opened, or read, or may contain or repeat information drawn from content that you approved. In any such event, you remain solely responsible for monitoring and meeting all tax filing and payment obligations, and Section 21.8 applies in full.

21.6. Extraction and Prepopulation. Extraction, optical character recognition, classification, calculation, and prepopulation features are automated and may produce incomplete, inaccurate, or mismatched results. Qount does not represent or warrant that any extracted, recognized, calculated, or prepopulated value is accurate or complete. You acknowledge that you are responsible for detecting and correcting any extraction or prepopulation error through your review and approval under Section 21.3, and that Qount does not undertake to do so on your behalf.

21.7. Qount System Errors; Sole and Exclusive Remedy. “Qount System Error” means a reproducible defect or failure in the TaxLinQ functionality itself that is not caused, in whole or in part, by the inaccuracy, incompleteness, or corruption of Customer Data, by an act or omission of you or any User, by an act or omission of a recipient, by your tax preparation software or any other third-party service or integration, or by any event described in Section 21.5 or in the definition of Force Majeure Event in Section 12. If a packet must be regenerated or resent because of a Qount System Error, Qount will credit or waive the per-packet fee for the affected packet and for the corrected packet. Such credit or waiver is your sole and exclusive remedy, and Qount’s entire liability (including under Section 14), for any Qount System Error and for any failure, delay, error, omission, or defect in the extraction, calculation, prepopulation, generation, transmission, delivery, reminder, notification, or tracking functions of TaxLinQ, whether or not any packet is regenerated or resent, and whether the claim is based in contract, tort (including negligence), strict liability, statute, or any other theory. To be eligible for the credit or waiver, you must request it in writing within thirty (30) days after the affected packet is sent. This Section 21.7 does not limit, waive, or supersede the exclusions and limitations set forth in Section 8 and Section 17. If the credit or waiver described in this Section 21.7 is unavailable in any circumstance, or is held to fail of its essential purpose, Qount’s liability remains subject in all events to the exclusions and to the aggregate limit set forth in Section 17.

21.8. No Liability for Tax Consequences. Without limiting Section 8, Section 16, or Section 17, Qount shall have no liability for any tax, penalty, interest, addition to tax, late-filing or late-payment fee, professional or preparer fee, or other loss, cost, or expense assessed against or incurred by you, any taxpayer, or any other person, and shall have no liability for any claim brought by a taxpayer or other recipient, in each case arising out of or relating to a missed, late, incorrect, duplicated, misdirected, misdelivered, or undelivered filing, payment, packet, reminder, or notification, REGARDLESS OF CAUSE AND INCLUDING ANY SUCH LOSS OR CLAIM ARISING FROM QOUNT’S OWN NEGLIGENCE. You agree to indemnify, defend, and hold Qount and the other persons identified in Section 14 harmless in accordance with Section 14 against any claim, demand, investigation, or proceeding by any person, including any taxpayer, recipient, taxing authority, or regulatory body, arising out of or relating to (i) content that you or any User sent, approved, modified, or did not correct through TaxLinQ, (ii) recipient or contact information that you provided, confirmed, or failed to correct, or (iii) the delivery, misdelivery, or non-delivery of any packet, reminder, or notification, INCLUDING ANY SUCH CLAIM ARISING FROM QOUNT’S OWN NEGLIGENCE.

21.9. Transmission; No Recall. You acknowledge that any recall, retraction, or unsend functionality that the Services may offer is not guaranteed to prevent a recipient from accessing a packet that has already been transmitted, that Qount has no obligation to recall, retract, or unsend any packet, reminder, or notification, and that a recall does not undo any disclosure that has already occurred. If a packet is delivered to an unintended recipient as a result of recipient information that you provided, confirmed, or failed to correct, you are solely responsible for all resulting notification, remediation, reporting, and regulatory obligations and for all costs associated with them.

21.10. Authorizations and Electronic Signatures. Where TaxLinQ transmits, collects, or returns an authorization, consent, or signature, including IRS Form 8879 or a state equivalent, Qount does not independently verify the identity of any signer beyond administering any knowledge-based authentication that the Services present, and does not represent or warrant that any signature, authentication, or record produced or transmitted through TaxLinQ satisfies the requirements of the federal ESIGN Act, the Uniform Electronic Transactions Act, IRS Publication 1345, or any other identity verification, signature, or recordkeeping requirement. Where you act as an electronic return originator or in a similar capacity, you are solely responsible for determining whether each such requirement is satisfied, for supervising the authentication of each signer, and for retaining all signed authorizations and associated audit records.

21.11. Beta Functionality. Qount designates TaxLinQ features as generally available or as beta separately by return type and by supported tax preparation software integration, and Qount may change any such designation at any time. Current designations are stated in Qount’s then-current product documentation. The designation applicable to any feature at any time does not affect the fees stated in your order/proposal. Notwithstanding Section 12, beta functionality is provided on an “as is” basis, may be modified, suspended, or withdrawn at any time without notice, is excluded from the Support Level Policy set forth in Exhibit A, and is subject in full to Section 8 and Section 17.

22. Miscellaneous.

22.1. These Terms, together with any other documents or instruments constituting the Agreement (including any amendments or modifications thereto), constitute the sole and entire agreement between you and Qount with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.

22.2. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

22.3. Qount will not be liable for any delay or failure in the performance of its obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.

22.4. You may not assign or transfer any rights to any third party without Qount’s prior written consent. Any attempted assignment or transfer in violation hereof shall be of no power or effect.

22.5. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect.

22.6. Any notice given under these Terms by either party to the other must be in writing and sent by email and will be deemed to have been given upon transmission, except that Qount may give notice of its then-current list pricing by publication at www.qount.io/pricing as provided in Section 6. Notices to Qount must be sent to [email protected] or to any other email address provided to you by Qount. Notices to you will be sent to the email address associated with your account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

22.7. These Terms benefit solely the parties hereto and their respective permitted successors and permitted assigns and nothing in these terms, express or implied, confers on any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

22.8. If you have any questions about our Service or these Terms, please email us at [email protected] or write to us at QountHQ Inc, 7924 Preston Rd. Ste. 350, Plano, TX 75024.

EXHIBIT A

SUPPORT LEVEL POLICY

This Support Level Policy (“SLP”) sets forth Qount’s performance objectives for the availability of its hosted software platform (the “Qount Platform”). While Qount will not modify this SLP arbitrarily, Qount may do so from time-to-time (e.g., shifting maintenance hours, changing the support email, etc.), provided that no modification will materially reduce Qount’s obligations. Should Qount make a change to this SLP, Qount will notify you. The notification will identify the effective date of any changes.

1. Availability. Qount will use commercially reasonable efforts to maintain availability of the Qount Platform for your use 24×7, except in the event of any of the following, during which the Qount Platform may be partially or totally unavailable:

A. Scheduled Maintenance: Scheduled maintenance, which includes updates and other routine maintenance, will be conducted between 9:00 p.m. – 2:00 a.m. EST weekdays, weekends and/or holidays. However, maintenance may also occur at any other time as is necessary to provide top tier service to Qount’s customers. Qount may change planned maintenance windows at its sole discretion and will notify you of any such changes that affect previously notified plans, provided such maintenance is done during low-volume times. Qount will use commercially reasonable efforts to provide you with at least 24 hours’ prior notice if Scheduled Maintenance downtime will occur at such other time.

Qount reserves the right to temporarily suspend access to the Services for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension.

B. Unscheduled Maintenance: Maintenance not previously planned which is needed to resolve issues that are critical for customers and/or performance of the Qount Platform. Qount will notify customers when possible, via https://status.qount.io, prior to the unscheduled maintenance. When and where practicable, Qount will try to conduct unscheduled maintenance between 9:00 p.m. and 2:00 a.m. EST.

C. Force Majeure Events (as defined in the Terms).

D. Unauthorized use or misuse of the Qount Platform by you, your Users or anyone using any of your authorized User’s login credentials.

2. Availability Goal: Qount will use commercially reasonable efforts to make the Qount Platform available 99.5% of the time, measured on an average monthly basis, exclusive of the following:

A. The events set forth in Section 1.A through 1.D. of this SLP;

B. Any outage lasting less than 5 minutes;

C. Any outage Qount determines to be a result of your or your Users’ breach of the Terms or other acts or omissions of you;

D. Force Majeure Events, provided that Qount timely implements its disaster recovery plan; and

E. Any outage determined to be a result of a failure of outside services or equipment not within the control of Qount, including your hardware and software.

3. Technical Support. Qount provides technical support via phone, email and live chat from 8:00 a.m. to 8:00 p.m. EST, Monday through Friday. During tax season (February 15th – April 15th, and September 1st – October 15th), technical support is also available on Saturdays from 10:00 a.m. to 2:00 p.m. EST.

4. Response Time. Qount endeavors to respond to support requests within 12 hours.

EXHIBIT B

DATA CONNECTOR SERVICE TERMS & CONDITIONS

These Data Connector Service Terms & Conditions (“Data Connector T&C”) supplements, is incorporated in, and forms part of the Qount Terms of Service, available at https://qount.io/terms-of-service/ (and as updated from time to time by Qount, “Terms”). This Data Connector T&C shall apply if Customer purchases a subscription to Qount’s Data Connector™ service as defined herein. All capitalized terms not defined herein have the meanings ascribed to them in the Terms. In the event of and to the extent of any conflict between this Data Connector T&C and the Terms, this Data Connector T&C shall control.

1. Definitions

A. “Connection” means a connection method, such as, but not limited to, via an Application Programming Interface (“API”), a Model Context Protocol (“MCP”) connector, or other connection method used by Qount to provide Customer with a connection to the Database.

B. “Data Connector Service” means Qount’s service of providing Customer with access to the Database via a Connection or providing Customer with a copy of the Database (the specific method to be stated in the applicable Order Form).

C. “Database” means the area or section of Qount’s hosted database containing Customer Data.

2. The Data Connector Service

A. Subject to the terms and conditions in the Terms and this Data Connector T&C, so long as Customer is a subscriber to the Data Connector Service Qount will provide the Data Connector Service to Customer. Qount will use commercially reasonable efforts to make online access to the Database (if applicable) available to Customer as set forth in the Support Level Policy set forth in Exhibit A attached hereto and incorporated herein.

B. Qount has the right to audit and monitor Customer’s use of the Connection and access credentials thereto. Qount has the right to impose reasonable usage limits on the Data Connector Service, including, but not limited to, rate limits, bandwidth limits, extraction frequency limits, concurrency limits, and other technical controls necessary to protect Qount Platform performance, security, and availability.

C. Qount may modify, enhance, replace, deprecate, or discontinue Connection methods, schemas, APIs, MCP connectors, field definitions, or other technical specifications, and Qount will use commercially reasonable efforts to provide advance notice to Customer thereof.

3. Customer Responsibilities

A. Customer may access and download Customer Data from the Database. Customer shall not directly or indirectly attempt to access database tables or other information beyond those specifically provided to Customer pursuant to the Data Connector Service. Violation of this prohibition shall entitle Qount to immediately terminate this Data Connector T&C and the Data Connector Service, with no opportunity for Customer to cure.

B. Qount has no responsibility or liability for any data security of Customer Data downloaded, replicated, or otherwise obtained through the Data Connector Service by Customer, or the use, outputs, recommendations, analyses, forecasts, decisions, or actions generated by any third-party systems or models (such as, but not limited to, software applications, integrations, workflows, AI systems, agents, MCP clients, reporting tools, business intelligence platforms, databases, and other third-party services) using Customer Data obtained through the Data Connector Service.

C. User De-Authorization. Customer shall designate an employee to serve as the “User Administrator” for Customer. The User Administrator will have the authority and ability to authorize and de-authorizing Customer’s users. Customer has the sole responsibility for authorizing (i.e., issuing login credentials) and deauthorizing its authorized users and Customer shall promptly deauthorize a user who is no longer authorized have access to the Database or the Service. Customer agrees that no login credentials will be shared or otherwise utilized by two or more individuals at any time. If Customer suspects that login credentials have been used improperly, Customer shall immediately notify Qount in writing. Customer agrees to comply with the reasonable procedures specified in writing by Qount from time to time regarding obtaining and updating passwords or other security measures. Customer is responsible for all acts and failures to act of its authorized users and for the use of login credentials. Qount shall have no responsibility or liability for any damage or loss caused by the failure of Customer to timely deauthorize an authorized user.

D. Customer shall be responsible for: (i) its users’ compliance with this Data Connector T&C and the Terms; (ii) compliance with any and all applicable third-party terms of service, privacy policies and similar documents for platforms, networks and/or websites on which Customer runs or accesses its applications; (iii) the legality, accuracy and quality of Customer Data, including ensuring that Customer’s use of the Service to collect, process, store and transmit Customer Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its end-users; and, (iv) using commercially reasonable efforts to prevent the unauthorized access to or use of the Data Connector Service or the Qount Platform.

4. Termination of Data Connector T&C

A. These Data Connector T&C shall automatically terminate upon expiration or termination of the Terms. Upon such expiration or termination any Connection or access to the Database or Qount’s systems and any Qount-controlled access points to Customer’s environment (e.g., via RedShift) will be terminated.