Terms of Service

Welcome to the 31p1 Internet site/software (the "Site", "Service"). These Terms of Service together with 31 Point 1 LLC’s Privacy Statement (collectively the "Terms") govern the use of this Site. 31p1 retains the rights to change the Terms of Service at anytime deemed necessary by site ownership. Your access to the site in any way, through any medium, is evidence of your acceptance and agreement of the Terms and the enforcement of said Terms. If you do not agree to these terms and conditions, you may not access or use the Site in anyway. 31p1 reserves the right, in its sole discretion, to change, modify, or otherwise alter these Terms at any time effective upon posting of the modified Terms on the Site. Please review the Terms periodically. Your continued use of the Site or any materials or services accessible through the site, after such posting or notification is evidence to your acceptance and agreement to the modifications. The use by you of any content or services accessible through the Site may be subject to your acceptance of separate agreements with 31p1 or third parties.

License and Site Access

31p1 grants you a limited license to access and make personal use of the Site. You may not download (other than page caching), or modify any portion of it, except with the express written or emailed consent of 31p1. The license to use the Site does not include any resale or commercial use of the Site or its contents; or any derivative use of this Site or its contents; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the content on this site for any commercial purpose. By using the Site, you warrant to 31p1 that you will not use the Site, or any of the content obtained from the Site, for any purpose that is unlawful or prohibited by these Terms. 31p1 does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Website. If you violate any of these Terms, your permission to use the Site automatically terminates.

In consideration of your use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, if applicable, and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, 31p1 has the right to terminate your account and refuse any and all current or future use of the Site. You agree not to resell or transfer the Site or use of or access to the Site.

Electronic Communications

When you visit the Site or send e-mails to site personnel including electronic technicians and ownership, you are communicating with us electronically. You consent to receive communications from us electronically. Site personnel will communicate with you via e-mail, phone, text, or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. You are responsible for providing, at your expense, any access to the Internet and any required equipment.

Conduct

By using the Site you agree that you will not do any of the following:

Restrict or inhibit any other user from using and enjoying the Site; or Post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; or Post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by 31p1) or engage in spamming or flooding; or Post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component; or Post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder. 31p1 has no obligation to monitor the Site. However, you acknowledge and agree that 31p1 has the right to monitor the Site electronically at any time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect itself or its subscribers. 31p1 will not intentionally monitor or disclose any private electronic-mail message unless required by law. 31p1 reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Service.

Feedback

31p1 may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its software and services ("Feedback"). You agree that 31p1 may, in its sole discretion, use the Feedback you provide to 31p1 in any way, including in future modifications of the Site, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant 31p1 a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.

Third Party Services

In connection with your use of the Site, you may be made aware of services, products, offers and promotions provided by third parties, and not by 31p1. If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. You agree that the third party, and not 31p1, is responsible for the performance of the Third Party Services.

Third Party Web Sites

The Site may contain or reference links to Web sites operated by third party ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of 31p1. 31p1 is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. 31p1 does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Service is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by 31p1 of any information contained in any Third Party Website. In no event will 31p1 be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at Licensee's own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of 31p1. 31p1 is not responsible for such provisions, and expressly disclaims any liability for them.

Disclaimer of Warranties

Your use of the Site, including any applets, software, and content contained therein, is entirely at your own risk. THE SERVICE IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 31P1, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SITE AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NONINFRINGEMENT. 31P1 DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE SITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. 31P1 DOES NOT WARRANT THAT THE SITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON THAT CONTENT. 31P1 IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT.

Limitation of Liability

THE ENTIRE CUMULATIVE LIABILITY OF 31P1 AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THESE TERMS SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE RELATED SERVICES OR CONTENT PURCHASED FROM 31P1, ITS AUTHORIZED RESELLER OR ITS SERVICE PROVIDERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 31P1 AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE,OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF 31P1 OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 31P1 AND YOU. 31P1 WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.

Banking, Billing or Other Online Services

Access to Online Banking, Online Payment, and any other services available through the Internet and selected 31p1 products (the "Online Service") is provided by your financial institution and not 31p1. You agree not to hold 31p1 liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution. Your access may be limited from time to time, depending on the service provided by your Internet service provider or your financial institution. You may be billed for these Online Services by your financial institution, not 31p1, and such financial institution may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and online service usage.

Termination and Amendment

Your privilege to use or access the Site may be terminated by 31p1 immediately and without notice if you fail to comply with any term or condition of the Terms. Upon such termination, you must immediately cease accessing or using the Site and agree not to re-register or otherwise make use of the Site. Furthermore, you acknowledge that 31p1 reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Site. You understand that 31p1 may exercise this right in its sole discretion.

31p1 reserves the right, in its sole discretion, at any time and periodically to change, modify or discontinue, temporarily or permanently, the Site (or any part thereof). 31p1 shall not be liable to you or other third party for any such modification, suspension or discontinuance except as expressly provided herein.

You agree to defend, indemnify and hold 31p1 and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of these Terms by you or users of your account.

Miscellaneous

Except as expressly set forth in these Terms, these Terms of Service are a complete statement of the agreement between you and 31p1, and set forth the entire liability of 31p1 and its Suppliers and your exclusive remedy with respect to your access and use of the Site. In the event of a conflict between these Terms of Service and the Privacy Policy, these Terms of Service shall prevail. The Suppliers, agents, distributors, dealers, and employees of 31p1 are not authorized to make modifications to the Terms, or to make any additional representations, commitments or warranties binding on 31p1. Any waiver of the terms herein by 31p1 must be in a writing signed by an authorized officer of 31p1 and expressly referencing the applicable provisions of the Terms. If any provision of the Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The Terms will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting these Terms. The Terms do not limit any rights that 31p1 may have under trade secret, copyright, patent or other laws.

Software License Agreement for 31p1® Software

Thank you for selecting 31p1 software. This Software License Agreement (the "Agreement") gives you certain and specific rights and responsibilities depending on the software product license you purchased or subscribed to, as more fully described below (the "Software"). Certain versions of the Software contain Google™ Desktop and Google Maps. This Agreement includes the terms and conditions for Google Desktop. The terms and conditions for Google Maps may be found at http://maps.google.com/help/terms_maps.html. If the version of the Software license you purchased or subscribe to contains Google Desktop and Google Maps, when you accept this Agreement, you also accept the terms and conditions for Google Desktop and Google Maps. This Agreement governs your and your agents' access to and use of the software. If you do not accept this Agreement, you will not be able to use the Software. If you're not completely satisfied with your purchase, you may return it to the place of purchase within 60 days of the date of your purchase, along with your dated receipt, for a full refund. See Section 7. Satisfaction Guaranteed below for more details. You may print this Agreement by clicking on the print button located on the screen where this Agreement is displayed.

1. LICENSE GRANT AND RESTRICTIONS

31 Point 1 LLC ("31p1", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. 31p1 is a web based software currently, but if at any point in the future it becomes available off line the following applies:

(i) Single User License purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional portable computer (e.g., a laptop that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic 31p1 CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or portable computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee.

(iii) Trial Versions. In connection with the foregoing license grant: (a) you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and (b) according to the license grants above in Section 1 (i) for a single user license or (ii) if you are using more than one copy of the trial version of the Software. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or timesharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section 1 (ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of 31p1 or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by 31p1 and may be subject to a transfer fee determined by 31p1 in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact 31p1 at customerservice@31p1.com regarding transferring your license to the new company.

(iv) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Simple Start to Pro, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(v) If you obtained a license for the free version of the Software, there may be additional restrictions on the amount of data or records you can input and use within the Software, as stated within the Software or the accompanying documentation.

(vi) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the 31p1 software, the term "Software" includes any other programs, tools, applications, internetbased services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that 31p1 provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that 31p1 generally makes available to other users of the Software. However, Upgrades (as defined in Section 16(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section 16(3). Certain Software may be accompanied by, and will be subject to, additional terms.

2. RESERVATION OF RIGHTS AND OWNERSHIP

The Software is licensed, not sold and 31p1 reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. 31p1 and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of 31p1.

3. 31P1 SERVICES.

You may be made aware of or offered services, features, products, applications, online communities, offers and promotions provided by 31p1 ("31p1 Services"). If you decide to use 31p1 Services, you may be subject to additional terms and conditions governing these 31p1 Services. You acknowledge that in accessing certain 31p1 Services through the Software you may upload certain data from your account(s) such as employee and vendor names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant 31p1 permission to use information about your business and usage experience to enable us to provide the 31p1 Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services 31p1 may provide to you in the future. You also grant 31p1 permission to combine your company information with that of others in way that does not identify you or any individual personally in order to improve services and to compare business practices with other company standards.

4. THIRD PARTY SERVICES.

. In connection with the promotion or your use of the Software, you may be made aware of or offered services, features, products, offers and promotions provided by third parties, and not by 31p1, such as internet based offerings ("Third Party Services"). Third Party Services may be subject to the terms and conditions specified by the third party providing such Third Party Services. If you decide to use Third Party Services, you are responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. You authorize 31p1 to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. Your participation in such Third Party Services indicates your acceptance of the terms and conditions for such Third Party Service. You agree that the third party, and not 31p1, is solely responsible for the performance of the Third Party Services.

5. THIRD PARY WEB SITES.

The Software and Services may contain or reference links to third party websites. Some of these links are provided as a convenience only. The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by 31p1 or its Suppliers (defined in Section 8 below) of any information contained in any third party website. In no event will 31p1 or its Suppliers be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any other website is at your own risk, and you should be aware that linked websites may contain terms and privacy policies that are different from those of 31p1 and its Suppliers. Neither 31p1 nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them.

You are responsible for providing, at your expense, any access to the Internet and any required equipment including any mobile devices.

6. ADDITIONAL TERMS.
A. Timer Program.

You may use the Timer program (if available) included with the Software, on all computers used in your business and may make the number of copies of the Timer program required for this purpose.

B. Data Files Transfer to 31p1 Online.
C. Registration; Other Restrictions.

If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of 31p1 Online financial software ("QBO") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QBO, the Terms of Service for QBO shall apply to your use of QBO.

C. Registration; Other Restrictions.

The Software includes required registration, so you agree that you must register the Software with 31p1 within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found bythe privacy policy link on the 31p1 website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

D. Software Updates and Programs.

If and when you connect to the Internet and use the Software, 31p1 may also include updates in the transmission or install programs you may have requested.

E. Help and Support.
7. 31P1 SET UP AND TRAINING SERVICES.

31p1 may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and 31p1 Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by 31p1 from time to time. Consult the 31p1 Web site for the most up-todate information relating to this support and any associated charges, as well as updates to the Software. By using 31p1 support, you authorize 31p1 to collect certain company data files in order to provide you with a better customer support experience.

7. 31P1 SET UP AND TRAINING SERVICES.

Certain versions of the Software may give you the option to choose 31p1 Set Up and Training Services ("Set Up Services"). If this version is the one you purchase then:

(i) After you have submitted to 31p1 the information requested in the sign up process and paid the applicable fee, 31p1 will match you with an advisor. The advisor will contact you by telephone and e-mail (if provided) within three (3) business days of your purchase date. After your telephone/email meeting with your advisor, the advisor will schedule a time to meet with you in person or remotely (depending upon local advisor availability) to conduct a needs assessment and create a work plan.

(ii) After the advisor's initial assessment of your business needs, s/he will provide a list of tasks that will be completed as a part of the service and recommend the appropriate 31p1 software for you based on information you provided, if you do not already have such software. If you agree to continue using the Set Up Services after your business needs assessment, you and the advisor will schedule a mutually agreeable time for the advisor to install 31p1 software on your computer (if applicable), either remotely or in person. In the time between the needs assessment and installation, the advisor will setup your 31p1 company file at his/her office. After installation of the 31p1 software, the advisor will migrate your 31p1 company file to your computer and provide you with training on applicable work flows and reports. You may cancel the Set Up Services any time before the advisor installs the applicable 31p1 software on your computer.

31p1 is not providing to you, and the Services provided hereunder are not and shall not be deemed or construed to be, legal, financial or investment advice or recommendations. You should consult with your own legal, financial or investment advisors, as appropriate. Further, you agree that 31p1 is not acting as your agent or fiduciary in connection with your use of the Set Up Services.

(iii) 31p1's obligations under this Agreement are subject to your agreement to, and performance of, your obligations under this Agreement including the following:

(1) Providing 31p1 (by such methods as email or fax or other electronic means) with true, correct and complete business information, workflow information, bank account information and any other data necessary to complete the installation and set-up of the 31p1 software according to your business needs; and

(2) Responding to 31p1 communications and requests for information, and reviewing information provided or prepared by 31p1 including any work plans, promptly and reasonably in advance of the installation of the 31p1 software, notifying 31p1 of any errors.

iv. Limitations of the 31p1 Set Up and Training Services. The below limitations apply to the Set Up Services. (1) You will have up to 5 business days after the installation and training of the software to contact the advisors with any questions related to your 31p1 installation and setup. After that time, the Set Up Services provided by 31p1 will be officially complete and you will receive no further Set Up Services.

(2) The Set up Services may not be available in all cities and states.

(3) 31p1 reserves the right to refuse to provide the Set Up Services to you and, in such instances, will refund any fees for the Set Up Services paid by you to 31p1.

v. Remote 31p1 Installation. If the advisor is providing the Set Up Services to you remotely, the advisor will have control of your computer via WebEx in order to install the 31p1 software and the customized data files on your computer. You acknowledge and agree the advisor may access your computer remotely for the purpose of providing the Services.

8. FEEDBACK.

31p1 may provide you with a mechanism to provide feedback, suggestions and ideas about its Software and Services and participate in online communities ("Feedback"). You agree that 31p1 may, in its sole discretion, use the Feedback you provide to 31p1 in any way, including in future modifications of 31p1, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant 31p1 a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback, in any manner and for any purpose.

9. PRIVACY.

For details about 31p1's privacy policies, please refer to the 31p1 Privacy Statement on the 31p1 website relating to the Software product you purchased. You agree to be bound by the applicable 31p1 privacy policy, as it may be amended from time to time in accordance with its terms.

10. DISCLAIMER OF WARRANTIES.

THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 31P1, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. 31P1 DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, 31P1 DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT 31P1 AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. 31P1 EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

All warranties or guarantees given or made by 31p1 with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.

11. LIMITATION OF LIABILITY AND DAMAGES.

YOU AGREE THAT IN NO EVENT WILL 31P1 BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF 31P1 AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY ARISES FROM OR RELATES TO A SUBSCRIPTION TO AN 31P1 PAYROLL SERVICE, THEN SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO THREE (3) MONTHS OF ANY 31P1 PAYROLL SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY 31P1 IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 31P1 AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET 31P1'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF 31P1, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 31P1 AND YOU. 31P1 WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

12. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT").

(a) Consent to Electronic Communications. 31p1 may be required by law to send "Communications" (as defined below) to you that may pertain to the Software, the use of information you may submit to 31p1, and the Third Party Services you choose. Additionally, certain aspects of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that 31p1, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.31p1.com. You consent to receive these Communications electronically.

The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Third Party Services.

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Third Party Services.

(c) Communication Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I accept the terms of the license agreements" button and accepting this Agreement, you are confirming to us that you have each of these and the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at 31p1 Customer Service 31 Point 1 LLC, 701 W Main St. Artesia, NM 88210. Clearly state your desire to withdraw consent of electronic communication. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software and Third Party Services.

(e) Changes to Your Email Address. In order to provide you with the Communications, you agree to notify us promptly of any change in your email address. You can do so by emailing us at support@31p1.com (please include both your old and new email addresses).

13. MISCELLANEOUS.

Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and 31Poin1, LLC and sets forth the entire liability of 31Point1, LLC and its Suppliers and your exclusive remedy with respect to the Software, 31p1 Services, and Third Party Services and their use. The Suppliers, agents, employees, distributors, and dealers of 31p1 are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on 31p1. Any waiver of the terms herein by 31p1 must be in a writing signed by an authorized officer of 31p1 and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by New Mexico law as applied to agreements entered into and to be performed entirely within New Mexico, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Eddy County, New Mexico or federal court for the New Mexico. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." This Agreement does not limit any rights that 31p1 may have under trade secret, copyright, patent or other laws.

145. TERMINATION AND AMENDMENT.

Your rights under this Agreement may be terminated by 31p1 immediately and without notice if you fail to comply with any term or condition of this Agreement or no longer consent to receipt of electronic Communications. Upon such termination, you must immediately cease using the Software and any Service, and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this Agreement shall not affect 31p1's rights hereunder. 31p1 shall have the right to change or add to the terms of its Agreement at any time (provided that it is not 31p1's intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means 31p1 determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any 31p1 sponsored web site, including www.31p1.com .

The 31p1 Software is subject to 31p1's discontinuation policy and 31p1 reserves the right to discontinue all support for the 31p1 Software, and/or for any features, online or other services or content accessible through the 31p1 Software in accordance with its current discontinuation policy. If the 31p1 Software offers services that require a connection to an 31p1 server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with 31p1's current discontinuation policy.

31p1's current discontinuation policy is to provide support for the 31p1 Software and for online and other services or content accessible through the 31p1 Software for the most current version of the 31p1 Software plus the prior two years' versions.

15. EXPORT RESTRICTIONS.

You acknowledge that this software is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export this product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this product may include technical data subject to export and re-export restrictions imposed by US law.

16. U.S. GOVERNMENT.

The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

17. HEALTH INFORMATION AND PRIVACY.

If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

28. THIRD PARTY NOTICES.

The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2006 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated.

© 2015 31 Point 1 LLC All rights reserved.
31 Point 1 LLC
701 W Main St
Artesia, NM 88210
As of October 20, 2021