Terms of Service Agreement

This Client Portal Agreement ("Agreement") is made by and between CUMMINGS, KEEGAN & CO., P.L.L.P., Certified Public Accountants ("Firm") and you ("Client") and is effective upon Client's electronic acceptance of the terms set forth in this Agreement. The parties hereby agree as follows: Purpose Firm provides a Client Portal to permit easy and secure electronic transfer of documents between Client and the Firm and Client access to certain documents created or maintained by the Firm. Service Availability Firm will use its best efforts to provide 24 hour daily availability of the Client Portal Service. However, Firm makes no representation or warranty that 24 hour service will be available. Security Firm will use its best efforts to make the Client Portal secure from unauthorized access. The Client Portal will require industry standard 128bit encryption on all communications between the Client's end user device and the Client Portal server. The Client Portal server operating system and applications software will be updated and virus-scanned regularly. However, Client recognizes that no completely secure system for electronic data transfer has yet been devised. AS A RESULT, FIRM MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE CLIENT PORTAL AND SHALL NEVER BE LIABLE FOR ANY CLAIMED ACTUAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE CLIENT PORTAL. Logon Accounts and Their Security Firm will set up individual logon accounts for those of Clients' employees who need access to the Client Portal. Each account will have access only to those document areas requested by Client. (Firm strongly recommends that Client establish a policy that logon information not be shared among its employees). In order to maintain security, Client agrees to designate a single individual as the authorized person to contact Firm to request employee logons. All logon passwords will be transmitted to the designee by telephone or email. Termination of Logon Account Client agrees to notify Firm's administration department at admin@ckco-cpa.com immediately when an individual logon account is to be terminated. The Firm will make every effort to terminate access as soon as practically possible. However, Client cannot be assured that access has been terminated until it receives an e-mail confirmation of termination. Dispute Resolution The parties agree that any dispute between Client and Firm relating to this Agreement, or the breach of it, shall, if negotiations and other discussion fail, be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the American Arbitration Association (AAA) then in effect before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve any dispute by mediation. Failure or refusal by either party to mediate shall not in any way affect any subsequent arbitration. The parties agree to conduct the mediation in Hennepin County, Minnesota, or another mutually agreed upon location. If the dispute is not resolved by mediation, the dispute shall be subject to binding arbitration under the Dispute Resolution Rules for Professional Accounting and Related Services Disputes of the AAA, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration shall be heard before one or more arbitrators selected in accordance with these rules. The parties agree to conduct the arbitration in Hennepin County, Minnesota, or another agreed upon location. The arbitrator may only award actual damages and may not award consequential, exemplary, or punitive damages. The prevailing party in any arbitration or litigation shall be entitled to recover from the other party reasonable attorney and expert witness fees, court costs, and the administrative costs, fees, and expenses of the AAA, as the case may be, incurred in the same, in addition to any other relief that may be awarded. Notwithstanding the provisions of the immediately preceding paragraph, neither Firm nor Client shall be compelled to arbitrate any dispute between the parties which arises out of or is related to any claim asserted against either party by a third party unless the third party (whether one or more) agrees to join the arbitration or can be compelled to join it. Term and Termination This Agreement and the services contemplated hereunder may be terminated by either Firm or Client with or without cause, upon advance notice of termination. Miscellaneous This is the entire agreement between Firm and Client regarding its subject matter. This Agreement does not modify or affect any existing or future engagement letter or agreement between Firm and Client. This Agreement is made and entered into the State of Minnesota and shall be construed in accordance with and governed by the laws of the State of Minnesota.

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