Customer Terms

This Client & CleanBooks Agreement (“Agreement”) is entered into as of the date this agreement is signed (“Effective Date”) by and between Clean Accounting, LLC (DBA CleanBooks), a Wisconsin limited liability company (“CleanBooks”) and the client under this Agreement (“Client”). Both CleanBooks and you may be referred to herein as a “Party,” and collectively as the “Parties.” BY PURCHASING SERVICES FROM CleanBooks, CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Non-Disparagement

The Parties agree not to disparage, slander, or defame, directly or indirectly, each other or its principals, agents, officers, owners, directors, or employees whether during the Term or after termination of this Agreement. Further, this term shall apply, without limitation, to all forms of social media and online forums. Nothing herein shall prevent any Party from making any truthful statement in connection with any legal proceedings or with any investigation by any governmental authority.

2. Limitation of Liability

CleanBooks does not make any warranties, whether expressed or implied, regarding the performance of the services it provides. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH: (a) CleanBooks SHALL HAVE NO LIABILITY FOR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE; (b) CleanBooks MAKES AND CLIENT RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND (c) CleanBooks SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Subject to the foregoing and notwithstanding anything to the contrary elsewhere contained, in no event shall the maximum aggregate liability of the CleanBooks in connection with this Agreement exceed the monthly fee paid by the Client in the one (1) month preceding the claim. IN NO EVENT SHALL CleanBooks BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION OR DATA STORAGE, GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF CleanBooks HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3. Force Majeure

Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reasons beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications or utilities, or any act or failure to act by the other Party or such other Party’s officers, employees, agents, or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a Party’s reasonable control.

4. Default

In the event that Client fails to pay any fees or charges under this Agreement, CleanBooks may immediately pause or discontinue this Agreement, among other available remedies, until the Client cures its default.

5. Governing Law

This Agreement shall be governed by the laws of the state of Wisconsin without regard to any choice-of-law provisions.

6. Attorney’s Fees

In any litigation, arbitration, or dispute arising under or relating to this Agreement, each Party shall be entitled to recover reasonable attorney’s fees and litigation costs.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter addressed herein and supersedes all prior communications, agreements, or understandings, written or oral, between the Parties. Any amendment to this Agreement must be in writing and signed by both Parties.

8. Severability

The provisions of this Agreement are severable, and if any provision of this Agreement is determined to be invalid or unenforceable under any controlling law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement.

9. Assignment and Successors; Binding Effect

This Agreement shall be binding upon and inure to the benefit of any and all heirs, successors, and assigns of each of the parties hereto. CleanBooks shall have the right to assign all or any portion of its rights under this Agreement to a third-party assignee without the consent of Client, provided that the CleanBooks shall provide written notice of such assignment to Client contemporaneously with or promptly following any such assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by Client without the prior written consent of CleanBooks.