Enterprising Hospitality
Date PublishedMay 24, 2018

M3 Accounting + Analytics Terms and Conditions
THIS DOCUMENT PROVIDES THE TERMS OF USE BETWEEN M3 ACCOUNTING SERVICES,
INC., DBA M3 ACCOUNTING + ANALYTICS (“WE,” “US”), AND THE ORGANIZATION ON
WHOSE BEHALF YOU WORK (“AGENCY”) IN RELATION TO M3 ACCOUNTING + ANALYTICS
SOFTWARE (THE “SOFTWARE”), AND ALL RELATED MATERIALS AND SERVICES. BY
ACCESSING ANY SOFTWARE OR APPLICATIONS PROVIDED BY M3 ACCOUNTING +
ANALYTICS, (INCLUDING WITHOUT LIMITATION BY USING LOGIN CREDENTIALS
PROVIDED TO YOU IN A COMMUNICATION REFERENCING THIS AGREEMENT) YOU ACCEPT
THE FOLLOWING TERMS AND CONDITIONS ON BEHALF OF AGENCY. IF YOU DO NOT
AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, DO NOT
PROCEED. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AGENCY, BY
PROCEEDING, YOU ARE WARRANTING AND REPRESENTING TO US THAT YOU HAVE
AUTHORITY TO ACCEPT THESE TERMS FOR AGENCY.
Whereas, M3 Accounting + Analytics and Agency desire to enter into an agreement for the
provision of certain software by M3 Accounting + Analytics for Agency;
Now, therefore, in consideration of the foregoing, the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, both Agency and M3 Accounting + Analytics (“Parties”) agree as follows:
1. Term
1.1. Term of Agreement. This Agreement shall commence as of the date you select “I agree” and
thereby agree to these terms (the “Effective Date”) and shall continue, unless otherwise terminated
earlier pursuant to the terms of this Agreement, until the later of (i) termination of all work
performed by M3 Accounting + Analytics and (ii) the date M3 Accounting + Analytics receives
notice from you that Agency no longer wish to access the Software. Notice may be given by
failing to renew your relevant subscription or by written communication to M3 Accounting +
Analytics.
1.2. Term of Statement of Work. Other than providing access to the Software and providing
standard support services, any work performed by M3 Accounting + Analytics will be described
in a separate statement (a “Statement of Work”) entered into prior to expiration or termination of
this Agreement. The term of each Statement of Work shall continue in effect through the earlier
of: (i) the date all of the services thereunder have been fully completed and accepted (if applicable)
by Agency, or (ii) until such time as such Statement of Work expires or is terminated in accordance
with its terms, or (iii) this Agreement is terminated. “Services” herein means services to be
performed under a Statement of Work.
1.3 M3 Accounting + Analytics Obligations. During the Term of this Agreement, M3 Accounting
+ Analytics will use commercially reasonable efforts to make the Software available to Agency
for use as a service, subject to the terms and conditions of this Agreement, and will use
commercially reasonable efforts to perform the Services in a professional and workmanlike
manner.

  1. Payment Terms and Invoicing 2.1. Fees. In consideration for M3 Accounting + Analytics full performance of the obligations as described herein, Agency shall pay M3 Accounting + Analytics standard monthly fees and applicable setup fees communicated to You prior to your receipt of access credentials to the Software. Paying an invoice that references these terms serves to accept these terms (if they have not previously been accepted for any reason), or to confirm and reiterate such acceptance (if they have been previously accepted). 2.2. Invoicing. M3 Accounting + Analytics shall render invoices to Agency at the beginning for each month for all active properties, entities, non-operating entities, or any unique instance of a company or property setup within the Software. The invoice shall indicate the product used, the price per product, and user fees or other fees, as well as the total amount then due. Except as otherwise provided in a Statement of Work, invoices shall be issued monthly in advance for the Services and Software active during that period and shall be due and payable within fifteen (15) days after receipt of the invoice. 2.3. Invoicing Disputes. Agency shall notify M3 Accounting + Analytics of any invoice dispute in writing within the time frame specified for payment of the invoice. The Parties shall work in good faith to resolve any invoicing disputes as quickly as reasonably possible. The non-payment of any disputed items shall not constitute a breach under this Agreement. Agency shall pay all amounts due that are not in dispute within the time frame specified above. M3 Accounting + Analytics has the right to disable user access in the event of non-payment after 30 days past due for items which are not in dispute, or in the event any dispute is not resolved within 60 days of the date M3 Accounting + Analytics receives notice of the dispute. The Parties agree that they will not invoke the informal dispute resolution procedures or arbitration terms of Section 11 below to resolve an invoice dispute until after all opportunities set forth in this Section 2.3 to resolve the invoice dispute have been exhausted.
  2. Ownership 3.1. M3 Accounting + Analytics Ownership. M3 Accounting + Analytics shall retain all ownership and proprietary rights to the Software and its trademarks, copyrights, patents, trade secrets, and other intellectual property rights and to any commercially available products of M3 Accounting + Analytics that are provided to Agency (“M3 Accounting + Analytics Property”). Under this Agreement, Agency receives only the right to use the Software and receive the Services, subject to Agency’s compliance with the terms and conditions of this Agreement and any applicable Statement of Work. 3.2. Vendor Know-How. M3 Accounting + Analytics shall be free to use, in other engagements, its general skills, know-how, and expertise, whether pre-existing or gained under this Agreement or in connection with the provision of the Services. This Agreement does not grant Agency any licenses under any of M3 Accounting + Analytics’ patents, trademarks, trade secrets, or copyrights.

3.3. M3 Accounting + Analytics’ Materials. If M3 Accounting + Analytics provides to Agency
any tools, equipment, software, lists, files, contacts, or other materials of any kind that are owned
by M3 Accounting + Analytics (collectively referred to as “M3 Accounting + Analytics Provided
Materials”), M3 Accounting + Analytics grants to Agency a non-exclusive, limited, nontransferable
license to use such M3 Accounting + Analytics Provided Materials solely in
connection with the performance of its obligations to which they relate and solely for the term of
this Agreement or the applicable Statement of Work.
3.4 Data. The Software is not intended to be used to store information that identifies any
individual directly or indirectly. To the extent Agency stores any personally identifiable data
using the Software, Agency does so at its own risk, and it is understood and agreed that M3
Accounting + Analytics is not the controller with respect to any such data. Agency is entirely
responsible for complying with all applicable laws and regulations in connection with any
personally identifiable data stored in the Software including, without limitation, maintaining an
appropriate privacy policy that discloses that such data may be processed by third parties in another
country and obtains the user’s informed consent prior to storing any such data in the Software.
Agency will indemnify, defend, and hold M3 Accounting + Analytics harmless in the case of any
third-party claim or enforcement action arising from Agency’s failure to obtain appropriate
informed consent, or any other failure of Agency to comply with all applicable data privacy and
security laws and regulations (including without limitation those of the European Union). M3
Accounting + Analytics’ privacy policy is available at https://www.m3as.com/privacy. By
entering into this Agreement, you confirm that you have read the privacy policy and agree to it on
behalf of yourself and Agency. M3 Accounting + Analytics does not warrant or represent that the
Software includes features that would be required of software that maintains personal data,
including, without limitation, features that allow removal of such information from the Software
upon request of the individual. For this reason and others, You and Agency should not store or
process personal identifiable information using the Software.
3.4 Consolidation of Data. M3 Accounting + Analytics may anonymously consolidate data
collected through the use of the Software for the purposes of benchmark reporting available to
Agency. Information is reported with commercially reasonable efforts to avoid disclosure of
confidential information and shared with designated universities for the purpose of research and
publications. To the extent M3 Accounting + Analytics provides any such information to Agency,
Agency agrees to abide by any and all license requirements and instructions of M3 Accounting +
Analytics related to such information and materials. Agency shall not acquire any right, title or
interest to the M3 Accounting + Analytics Provided Materials by virtue of this Agreement, other
than the limited license expressly granted by M3 Accounting + Analytics. All such information
and materials shall be deemed and treated as M3 Accounting + Analytics’ confidential information
and Agency shall not allow access to such information and M3 Accounting + Analytics Provided
Materials to any third Party. Upon the expiration or termination of this Agreement or relevant
Statement of Work, as the case may be, Agency shall return the M3 Accounting + Analytics
Provided Materials to M3 Accounting + Analytics in substantially the same condition as provided
to Agency and shall not retain any copy thereof.
3.5 Software. With respect to software owned or licensed by M3 Accounting + Analytics and
provided or made accessible to Agency for purposes of using the Software or receiving the

Services, Agency shall not copy, reproduce, modify, adapt, translate, or create any derivative
works from such software (unless specifically authorized by M3 Accounting + Analytics as part
of the Services), or disassemble, decompile, reverse engineer, or make any other attempt by any
means to discover or obtain the source code of such software (if such software is provided and
only intended to be used in object code format). Except as otherwise expressly set forth in a
Statement of Work, Customer shall use such software solely for the purpose of using the Software
and receiving the Services during the term of this Agreement, and otherwise as directed by M3
Accounting+ Analytics.
3.6. Injunctive Relief. Either Party acknowledges that any remedy for money damages for any
violation of Sections 2 or 3 of this Agreement may be inadequate, and the other Party may suffer
immediate and irreparable damage through any direct breach or threatened breach. Accordingly,
the other Party may, in addition to all other legal remedies, specifically seek to enforce this Section
and seek injunctive relief to prevent any threatened or continuing breach without requirement of
notice or posting of bond.
4. Indemnification
4.1 Indemnification and Defense. Each Party (an “Indemnifying Party”) shall defend at its own
expense, the other Party, including the other’s directors, officers, employees, and agents
(collectively, the “Indemnified Parties”) from and against any and all third Party claims, demands,
suits, or actions resulting from, arising out of, or relating to the Indemnifying Party’s (including
its employees and anyone acting on its behalf) (i) alleged or actual breach of this Agreement; (ii)
alleged or actual violation of any statute, law, ordinance, or regulation, or (iii) any alleged or actual
infringement of any patent, copyright, trademark, trade secret, or other intellectual property or
other rights of a third Party arising out of the Services or the use of the Software as permitted under
this Agreement (an “Indemnifiable Claim”). With respect to each Indemnifiable Claim, the
Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against
any and all damages, judgments, awards, expenses, and costs that are awarded and payable to the
third Party by a court of competent jurisdiction or that are payable pursuant to a settlement made
by the Indemnifying Party.
4.2. Notice of Indemnifiable Claim. The Indemnified Party shall give the Indemnifying Party
prompt written notice of any Indemnifiable Claim to the extent reasonably practicable. Such notice
shall not diminish the Indemnifying Party’s indemnity obligations hereunder unless and only to
the extent that the Indemnifying Party is materially and adversely affected by the Indemnified
Party’s failure or delay to give notice.
4.3. Control and Settlement. The Indemnifying Party shall control the defense or settlement of
any Indemnifiable Claim provided, however, that the Indemnifying Party shall not agree to any
admission of liability or injunctive relief that could reasonably affect the Indemnified Party without
the prior written consent of such Indemnified Party. The Indemnified Party shall reasonably
cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party in the defense of
such claim. Any settlement by the Indemnifying Party must be approved by the Indemnified Party,
with such approval not to be unreasonably withheld (except that any settlement requiring the
Indemnified Party to make any admission of liability shall be subject to the Indemnified Party’s

approval in its sole discretion). The Indemnified Party also has the right to retain its own counsel
at its own expense in connection with such claim. If the Indemnifying Party has been advised by
the written opinion of counsel to either Party that the use of the same counsel to represent both
Parties would present a conflict of interest, then the Indemnified Party may select its own counsel
and all costs of the defense shall be borne by the Indemnifying Party.
5. Warranty
M3 Accounting + Analytics warrants that it will use commercially reasonable efforts to make the
Software available to Customer during normal business hours (other than scheduled downtime and
maintenance windows), that the Software will function substantially in accordance with its
documentation, and that it will use commercially reasonable efforts to perform all Services in a
timely, professional, and workmanlike manner. EXCEPT AS EXPRESSLY STATED IN THIS
SECTION 5 OR PROHIBITED BY LAW, M3 ACCOUNTING + ANALYTICS MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR
IMPLIED, WITH RESPECT TO THIS AGREEMENT OR THE SOFTWARE OR ANY
SERVICES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT,
AND M3 ACCOUNTING + ANALYTICS EXPRESSLY DISCLAIMS ANY
AND ALL SUCH WARRANTIES. WITHOUT LIMITING THE FOREGOING, M3
ACCOUNTING + ANALYTICS DOES NOT WARRANT THAT: (i) THE SOFTWARE WILL
OPERATE OR BE AVAILABLE UNINTERRUPTED; (ii) ALL ERRORS CAN OR WILL BE
CORRECTED; OR (iii) THE SOFTWARE OR SERVICES ARE SECURE OR WILL MEET
AGENCY’S BUSINESS, LEGAL, OR REGULATORY REQUIREMENTS. AGENCY’S SOLE
AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY WILL BE THAT M3
ACCOUNTING + ANALYTICS SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO MODIFY THE SOFTWARE TO BE IN COMPLIANCE WITH THE DOCUMENTATION,
OR TO REPERFORM THE NONCONFORMING SERVICES. THE LIMITATIONS IN THIS
SECTION 5 WILL APPLY EVEN IF THE APPLICABLE WARRANTY FAILS OF ITS
ESSENTIAL PURPOSE.
6. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, MULTIPLE, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY
THEREOF. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO
AMOUNTS PAYABLE BY A PARTY PURSUANT TO ITS INDEMNIFICATION
OBLIGATIONS HEREUNDER, BUT SHALL APPLY IN ALL OTHER INSTANCES
REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE
SOUGHT.
7. Termination

7.1. Termination for Breach. If a Party breaches this Agreement, the other Party shall have the
right to terminate this Agreement by providing written notice of termination, if the breach has not
been cured within thirty (30) days following receipt of written notice of the breach. The nonbreaching
Party shall not be obligated to pay for the breaching Party’s time or resources to cure
any breach.
7.2. Termination by Agency. In addition to any other termination rights, Agency shall have the
right to terminate this Agreement for any reason by providing M3 Accounting + Analytics written
notice as set forth in Section 8. For the Agency to avoid being invoiced per paragraph 2.2 of this
Agreement, M3 Accounting + Analytics must receive written notice of termination at least 72
hours prior to the end of the last month during which Services are to be provided, or the Software
is to be used. Failure to do so will result in Agency being invoiced on the first day of the month,
and payment for such invoice will be due, even if services will not be required for any, all, or a
portion of that upcoming month.
7.3. Termination by M3 Accounting + Analytics. In addition to any other termination rights, M3
Accounting + Analytics shall have the right in its discretion to terminate this Agreement or any
Statement of Work under this Agreement, for any reason or for no reason, upon thirty (30) days
prior written notice to Agency.
7.4. Survival. The rights and obligations of any Party which by their nature extend beyond the
expiration or termination of this Agreement, shall continue in full force and effect, notwithstanding
the expiration or termination of this Agreement, including, without limitation, rights and
obligations with respect to payment terms and invoicing, confidential information, ownership of
work product, indemnification, limitations of liability, and termination.
8. Notices
Any and all notices or demands required or permitted to be given to a Party pursuant to the
provisions of this Agreement will be in writing and will be effective and deemed to provide such
Party sufficient notice under this Agreement on the earliest of the following: (i) at the time of
personal delivery, if delivery is in person; (ii) at the time of next day delivery by a reputable courier
service or facsimile, addressed to the other Party at its address specified herein or on-file with M3
Accounting + Analytics (or hereafter modified by subsequent notice to the Parties hereto), with
confirmation of receipt made by printed confirmation sheet verifying successful delivery; or (iii)
at the time of transmission by email, addressed to the other Party at its email address specified
herein or on-file with M3 Accounting + Analytics (or hereafter modified by subsequent notice to
the Parties hereto), provided the other Party provides confirmation of receipt within one business
day thereafter. All notices not delivered personally, by delivery, or email (with confirmation) will
be sent via U.S. Registered Mail or reputable international courier, regular postage and/or other
charges prepaid and properly addressed to the Party to be notified at the address, or facsimile
number or email address as follows, or at such other address, facsimile number, or email address
as such other Party may designate by one of the indicated means of notice herein to the other
Parties hereto as follows:

If to M3 Accounting + Analytics:
M3 Accounting + Analytics
340 Jesse Jewel Parkway SE
Suite 600
Gainesville, GA 30501
Attn: Allen Read
Phone: 770-297-1925
Email: accounting@m3as.com
If to Agency:
Address, Email, and Phone number on-file with M3 Accounting + Analytics
Notices shall be deemed received upon actual receipt or refusal of delivery.
9. Force Majeure
Except for payment obligations, neither Party shall be liable for any delays or other nonperformance
resulting from circumstances or causes beyond its reasonable control that are not due
to the negligence or misconduct of the Party claiming relief under this Section 9, including, without
limitation, fire or other casualty, act of God, war, terrorism, or other violence, any law, order, or
requirement of any governmental agency or authority or other causes beyond the reasonable
control of such Party, provided that such Party has informed the other Party of such force majeure
event promptly upon the occurrence thereof (including a reasonable estimate of the additional time
required for performance to the extent determinable) and such Party uses reasonable commercial
efforts to effect the required performance as soon as reasonably practicable.
10. Confidentiality
10.1. To the extent the Parties entered into a separate, signed non-disclosure agreement (“NDA”),
the terms and conditions of that NDA will prevail over any inconsistent terms in this Agreement.
10.2. Neither Party shall disclose any non-public information received from the other Party
(“Disclosing Party”) that is marked or identified in writing as being confidential or proprietary in
nature or is disclosed in a context where the receiving party (“Recipient”) should have reasonably
understood that the information should be treated as confidential or proprietary, whether or not the
words “confidential” or “proprietary” are used. For avoidance of doubt, and without limitation, it
is understood and agreed that the Software, its related documentation, all information relating to
its performance, and all information relating to planned or in-development features will be deemed
and treated as M3 Accounting + Analytics’ confidential information, and all data entered into the
Software by or for Agency will be deemed and treated as Agency’s confidential information.
10.3. The Recipient shall protect this information using the same degree of care as it uses to protect
its own sensitive business information, but not less than a reasonable degree of care and shall not

disclose such information to any third party without the prior written consent of the Disclosing
Party.
10.4. The Recipient may disclose confidential information to its employees and contractors who
have a need to know such confidential information in order to perform their duties, provided no
confidential information shall be disclosed to a contractor unless the contractor has entered into a
written confidentiality agreement with the Recipient providing at least as much protection for the
Discloser’s confidential information as does this Agreement.
10.5. The obligations in this Article 10 shall not apply to information:
a) that is in the public domain at the time of disclosure or becomes part of the public domain after
disclosure otherwise than through a breach of this Agreement or wrongdoing by a third party; b)
for which the Recipient can provide evidence that it was in its lawful possession prior to disclosure
to it by the Disclosing Party; c) independently developed by a Party outside the scope of this
Agreement without use of any of, or reference to, the other Party’s confidential information; and/or
d) which is required to be circulated by governmental or judicial order or applicable law provided
that (where permitted by law) prior to disclosure, the Recipient shall provide prompt notice to the
Disclosing Party of the information to be disclosed as to permit the Disclosing Party to take such
actions to protect its information as it deems appropriate.
10.6. The obligations set out in this Article 10 shall survive termination, cancellation, or expiry of
this Agreement. For confidential information that qualifies as a trade secret under the U.S. Defend
Trade Secrets Act of 2016 (the “Act”), the obligations will survive until the later or five (5) years
after the termination of this Agreement, and the date on which the confidential information no
longer qualifies as a trade secret under the Act. For all other confidential information, the
obligations will survive for five (5) years after termination of this Agreement.
11. Governing Law and Dispute Resolution
11.1. Choice of Law. This Agreement shall be construed in accordance with the laws of the state
of Georgia, United States of America, excluding conflict of law provisions.
11.2. Informal Dispute Resolution. Prior to taking any action in connection with this agreement,
including without limitation by providing a notice or arbitration or instituting a court action, You
agree to provide Us with written notice of the dispute and to negotiate with Us in good faith for
not less than fourteen (14) days in an effort to resolve such dispute amicably. In the event the
dispute is not resolved during such period, You may then seek formal remedies through the
arbitration process set forth in Section 11.3 below.
11.3. Arbitration. Any dispute, controversy or claim arising out of or in connection with this
Agreement, or the breach thereof which has not been resolved by the Parties within the applicable
notice or cure period (if any) will be finally resolved by arbitration exclusively (i) administered by
the International Center for Dispute Resolution (the “ICDR”) and (ii) under the Commercial
Arbitration Rules of the ICDR, (the “ICDR Rules”). Judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction to do so. The number of arbitrators
shall be one (1), unless the Parties subsequently agree in writing that a three (3) arbitor panel shall
be appointed to resolve such particular dispute. The arbitrator(s) shall be appointed exclusively in

accordance with the ICDR Rules. The place of arbitration shall be Atlanta, Georgia USA, and the
arbitration proceedings shall be conducted in English. Any award of the arbitral tribunal shall be
final and binding on the parties to the arbitration and judgment thereon may be entered in any court
of competent jurisdiction, and application may be made to any court of competent jurisdiction for
injunctive or other relief in aid of such arbitration and for judicial recognition of the award and an
order of enforcement. The Parties hereby waive any right to appeal from any award to the extent
allowed by applicable law and agree that UN Convention on the Recognition and Enforcement of
Foreign Arbitral Awards (the “New York Convention”) is applicable to the enforcement of any
award. The Parties further waive, to the extent permitted under applicable law, any right that they
may have to object to arbitration hereunder on the basis that such an agreement was not entered
into after a dispute had arisen. Except as may be required by law, neither a Party nor any arbitrator
may disclose the existence, content, or results of any arbitration hereunder without the prior written
consent of app parties to the arbitration.
11.4. Exclusive Method for Resolving Disputes. The Parties agree that the informal dispute
resolution procedure followed by arbitration, as set forth in this Section 11, shall be the exclusive
methods for resolving the disputes covered hereby, and no party to this Agreement will commence
any action or proceeding in any court with respect to any such dispute (individually or as part of a
class action) except (i) to enforce this Section 11; (ii) to obtain provisional judicial assistance in
aid of arbitration under this Section; or (iii) to enforce an arbitral award made in accordance with
this Section. Notwithstanding the foregoing, We may bring a court action in any court of
competent jurisdiction without prior notice or notice/cure procedures if We determine that such an
action is necessary to obtain immediate injunctive relief to protect Our intellectual property or
confidential information.
12. General Terms
12.1. Time of the Essence. Time is of the essence with respect to any payment obligations
hereunder.
12.2. Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, the
Parties and their respective heirs, successors, and permitted assigns. Agency shall not assign this
Agreement or any rights hereunder or, except as expressly permitted in this Agreement, delegate
any obligations hereunder to any third Party without M3 Accounting + Analytics’ prior written
consent, which consent shall not be unreasonably withheld, delayed, or conditioned. Any
assignment contrary to the foregoing shall be null and void. Notwithstanding the foregoing,
Agency shall have the right without consent to assign this Agreement or rights hereunder or
delegate obligations to any entity which has acquired a hotel, whether by foreclosure, merger, or
acquisition; provided that (i) any such assignment or delegation to an acquirer is conditioned upon
the assignee’s assumption of all obligations and liabilities of the assignor under this Agreement,
and (ii) prompt notice of the assignment is given to M3 Accounting + Analytics. M3 Accounting
+ Analytics shall have the right in its discretion to terminate this Agreement immediately in
addition to all other available remedies if there is any assignment or delegation in violation of the
foregoing.

12.3. Publicity. Without limiting Agency’s confidentiality obligations in this Agreement, and
notwithstanding anything in this Agreement to the contrary, Agency shall not advertise, market,
disclose, or otherwise make known to others (other than Agency employees) the existence of this
Agreement or any information relating to any terms of this Agreement, without the prior written
consent of M3 Accounting + Analytics, which shall not be unreasonably withheld. However,
Agency may disclose such information as may be expressly required under applicable law without
such consent from M3 Accounting + Analytics; provided that Agency promptly (prior to such
disclosure to the extent reasonably possible) notifies M3 Accounting + Analytics in writing of any
such disclosure required by law, including any notices received by Agency requiring such
disclosure.
12.5. Severability. If any provision of this Agreement is found to be invalid or unenforceable to
any extent, then the invalid portion shall be deemed conformed to the minimum requirements of
law to the extent possible. In addition, all other provisions of this Agreement shall not be affected
and shall continue to be valid and enforceable to the fullest extent permitted by law.
12.6. Amendment. Any modification or amendment of this Agreement (including, without
limitation, any Statement of Work) must be in writing and bear the signature of the duly authorized
representatives of both Parties.
12.7. Entire Agreement; Interpretation. This Agreement together with any Statement of Work
and/or NDA executed by both Parties sets forth the entire agreement and understanding between
the Parties with respect to the subject matter hereof, and supersedes any other agreements,
discussions, proposals, representations or warranties, whether written or oral between the Parties
with respect to the subject matter hereof.
12.8. Remedies. Except as expressly provided in this Agreement, a Party’s exercise of any right or
remedy under this Agreement or under applicable law is not exclusive and shall not preclude such
Party from exercising any other right or remedy that may be available to it. If either Party seeks
monetary damages from the other Party, and a final judgment is entered entirely in favor of the
Party defending the monetary damages claim, then the Party who brought such monetary claim
shall reimburse the defending Party for its reasonable attorney’s fees and costs paid defending that
claim. Otherwise, each Party shall bear its own fees and expenses unless otherwise provided by
statute.
12.9. Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and is not
intended to, and shall not be construed to, create any right or confer any benefit on or against any
third Party, except as expressly provided in this Agreement.
12.10. Effectiveness of Agreement. The preparation, revision or delivery of this document for
examination and discussion is not an offer to enter into any agreement and is merely a part of the
negotiations between the Parties. Neither Party shall have any obligation or liability to the other
whatsoever at law or in equity (including, without limitation, any claims for detrimental reliance
or promissory estoppel) relating to the subject matter hereof unless and until Agency accepts the
terms of this Agreement. The Parties may modify this Agreement, but only in writing with the

understanding that the modified Agreement will be effective when accepted by both Parties, which
acceptance may be in the same manner in which this Agreement was first accepted.
Last revised: _5/7/2018____