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    • End-User License Agreement

    v0.1.1Effective Sept. 26, 2026

    This End-User License Agreement (the “Agreement”) is a binding contract between Suncea, LLC, a Wyoming limited liability company with its registered office at 30 N Gould St, Ste N, Sheridan, WY 82801 (“Suncea”, “we”, “us”, or “our”), and you.

    Please read it carefully. By clicking to accept it, or by accessing or using the Service, you agree to be bound by this Agreement and by our Privacy Policy, which is incorporated into this Agreement by reference. If you do not agree, do not use the Service.

    1. Who “You” Are

    The Service is used by the businesses that pay for it and by two kinds of people, and this Agreement applies to all three.

    1. Customer. The accounting or bookkeeping practice, or other business, that registers an Account and pays for the Service. If you register an Account, or accept this Agreement while acting on behalf of a business, you represent that you have the authority to bind that business, and “you” means both you personally and that business. The business is the “Customer”.
    2. Admin User. A person who administers a Customer’s Account. An Admin User accepts this Agreement personally, and their acceptance also binds the Customer they act for.
    3. Client User. A person who is invited into the Service by a Customer, usually as a client of the Customer’s practice, and who uses the Service to exchange messages, documents, and signature requests with that Customer. A Client User accepts this Agreement personally, for their own use of the Service.

    Where a section applies only to a Customer, or only to a Client User, it says so. Otherwise it applies to everyone.

    2. Definitions

    • “Account” means a Customer’s account on the Service, and everything in it.
    • “Authorized User” means any Admin User or Client User of an Account.
    • “Customer Data” means all information, documents, files, messages, and other content that Authorized Users upload to, send through, or create in the Service, including personal information of a Customer’s clients and their tax and financial records.
    • “Documentation” means the guides, help text, and other materials we make available for the Service.
    • “Effective Date” means the effective date shown at the top of this Agreement.
    • “Fees” means the amounts payable for the Service, as described in Section 8.
    • “Order” means the plan, prices, and terms that a Customer selects or is shown when registering for or changing the Service, whether on a pricing page, in a sign-up flow, in the Service itself, or in a document we send.
    • “Service” means the Suncea web application, including its administrator interface and its client interface, together with all related software, features, Documentation, and services we provide under it, under whatever name or logo we offer it.
    • “Third-Party Service” means any product or service not provided by us that the Service connects to or relies on, such as electronic signature, identity verification, cloud hosting, email delivery, or sign-in providers.

    3. Eligibility

    You must be at least 18 years old, and able to form a binding contract, to use the Service. The Service is offered to, and intended for, people and businesses located in the United States. You may not use the Service if you are barred from doing so under the laws of the United States or of the place where you are located.

    4. Your Account

    1. Registration. You must give accurate, current, and complete information when you register or are invited, and keep it that way.
    2. Credentials. You are responsible for everything that happens under your login, including sign-in links, passwords, and any connected sign-in provider. Keep your credentials confidential, and tell us promptly at the address in Section 22 if you believe your credentials have been compromised. We are not liable for any loss caused by someone else using your credentials, with or without your knowledge, before we have had a reasonable time to act on your notice.
    3. Admin Users (Customers only). A Customer is responsible for every Admin User it adds, and for every Client User it invites, including their compliance with this Agreement. A Customer may add, deactivate, and remove its Admin Users and Client Users through the Service. Deactivating an Authorized User ends their access but does not, by itself, delete anything they uploaded.
    4. Client Users. If you are a Client User, your accountant or other Customer invited you. Your relationship for the accounting, tax, or other professional work is with that Customer, not with us. We do not provide accounting, tax, legal, or financial advice, and nothing in the Service is such advice.

    5. The Service

    1. What we provide. During the term of this Agreement, and subject to it, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service, for the Customer’s internal business purposes (in the case of a Customer and its Admin Users) or for your own dealings with the Customer that invited you (in the case of a Client User).
    2. Changes. The Service is a product under active development. We may add, change, replace, or remove features, interfaces, integrations, Third-Party Services, and infrastructure at any time, with or without notice. We may also release features in preview, beta, or trial form, which may be changed or withdrawn at any time. Nothing in this Agreement obliges us to keep any particular feature.
    3. Availability and support. We aim to keep the Service available and to respond to support requests in a reasonable time, but we do not promise any particular level of availability, response time, or outcome. We may suspend the Service, in whole or in part, for maintenance, for security, or as otherwise described in this Agreement, and no suspension, interruption, or change to the Service is a breach of this Agreement or entitles you to a refund or credit, except as Section 14.3 provides.
    4. Documentation. The Documentation is provided for convenience. Where the Service and the Documentation differ, the Service controls.
    5. Deadlines and reminders. The Service can schedule recurring work and show what is due. Those are tools, not advice. You are responsible for knowing and meeting every filing, payment, and other deadline that applies to you or your clients, and for checking that the Service reflects them correctly. We are not liable for a missed deadline, or for any penalty, interest, or loss that results from one, however it came about.

    6. Acceptable Use

    You agree not to, and not to allow anyone else to:

    1. use the Service to upload, store, send, or request anything unlawful, infringing, defamatory, or harmful, or anything you do not have the right to share. This includes material that infringes anyone’s copyright, trademark, patent, or trade secret rights; material obtained without authorization, including stolen documents, credentials, or records; material whose disclosure is restricted by law, contract, or a government classification; and material whose possession or distribution is itself unlawful;
    2. use the Service to send unsolicited messages, or to contact people who have not agreed to be contacted through it;
    3. access or use the Service in a way that could damage, disable, overburden, or impair it, or interfere with anyone else’s use of it;
    4. probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, other than through a program we have expressly authorized in writing;
    5. copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or underlying ideas from the Service, except to the extent that applicable law expressly prohibits this restriction;
    6. rent, lease, lend, sell, sublicense, resell, distribute, host, or otherwise make the Service available to any third party, or use it to build a competing product or service;
    7. use any robot, spider, scraper, or other automated means to access the Service, other than through interfaces we provide for that purpose;
    8. remove or alter any proprietary notice on the Service; or
    9. use the Service in violation of any applicable law, including laws about the privacy and security of tax and financial information; or
    10. use the Service in a way that causes us to breach the terms of a Third-Party Service, or that causes a Third-Party Service to suspend, restrict, or terminate our access to it, or to claim against us.

    We may investigate suspected violations, and may suspend or terminate access, and remove content, to address them.

    7. Customer Data

    1. Ownership. As between you and us, the Customer owns its Customer Data. Nothing in this Agreement transfers ownership of Customer Data to us.
    2. License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, back up, and otherwise use Customer Data, and to permit our Third-Party Services and subprocessors to do the same, in each case as needed to provide, secure, support, maintain, and improve the Service, to comply with law, and as otherwise permitted by this Agreement and the Privacy Policy. This license lasts for as long as we hold the Customer Data, including in backups, under Section 13.
    3. Your responsibility for it. The Customer is responsible for Customer Data: for its accuracy and lawfulness, for having every right, consent, and notice needed to upload it and to share it with its Client Users and with us, and for how its Authorized Users use it. If you are a Client User, you are responsible for what you upload and send.
    4. Sensitive information. The Service is designed to hold tax returns, financial statements, government identification numbers, and similar sensitive information, and you may store that kind of information in it. You may not use the Service to process payment card transactions, to store protected health information governed by HIPAA, or to store information subject to export control laws. Financial records that happen to contain an account or card number, kept for accounting work, are not prohibited by this sentence.
    5. Tax return information (Customers only). If Customer Data includes tax return information within the meaning of Internal Revenue Code Section 7216, then, as between the Customer and us, the Customer is the tax return preparer and we are a contractor providing auxiliary services in connection with the preparation of tax returns. We will use and disclose such information only as needed to provide the Service and as permitted by this Agreement, and we acknowledge that we have been notified in writing that the restrictions and penalties of Sections 7216 and 6713 of the Internal Revenue Code apply to it. The Customer is responsible for obtaining any consent from its clients that the law requires before disclosing their tax return information to us or through the Service.
    6. Safeguards (Customers only). We will maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, and disclosure, appropriate to the nature of the information and to a service of our size, and consistent with the safeguards a service provider to a financial institution is expected to maintain under the FTC Safeguards Rule (16 C.F.R. Part 314). The Customer is responsible for its own compliance with the Safeguards Rule, IRS Publication 4557, and any professional or licensing rule that applies to it, including the requirement to have its own written information security program.
    7. Our use of data. Subject to Section 7.5 as to tax return information, and in addition to providing the Service, we may use Customer Data and data about how the Service is used to operate, secure, support, maintain, troubleshoot, and improve the Service; to develop new features and services; to understand how the Service is used; to provide customer support; to enforce this Agreement; and to comply with law. We may create and use data that has been aggregated or de-identified so that it does not identify you, the Customer, or any person, for any lawful purpose, including analytics, benchmarking, product development, and business development, and we may keep and use such data after this Agreement ends.
    8. No sale to data brokers. We do not sell Customer Data, and we do not sell the personal information of Authorized Users or of a Customer’s clients, to data brokers or to anyone else for their own marketing purposes. Sharing with Third-Party Services and subprocessors to provide the Service, and a transfer as part of a corporate transaction under Section 24.3, are not sales for this purpose.
    9. Where it lives. We host the Service, and store Customer Data and backups, in the United States. We may move it between locations in the United States.

    8. Fees and Payment (Customers only)

    We do not charge Client Users. This Section applies to the Customer.

    1. What you pay. The Customer will pay the Fees stated in its Order. Unless the Order says otherwise, Fees consist of a recurring platform fee for each billing period, plus per-item fees for certain things the Customer uses. As of the Effective Date, per-item fees apply to electronic signature requests and to knowledge-based authentication of a signer. A signature request is charged once. Knowledge-based authentication is charged for each signer each time it is attempted, so a signer who begins it, stops part-way, and returns later is charged again, as is a signer for whom it is attempted a second time after an unsuccessful attempt. We may add per-item fees for new features we introduce, and will describe them in the Service or on a pricing page before they are charged.
    2. Billing. We bill monthly, in advance for the platform fee and in arrears for per-item fees incurred since the last invoice. The Customer authorizes us, and any payment processor we use, to charge the Customer’s payment method for all Fees when due, including on a recurring basis, until the Customer cancels. The Customer must keep a valid payment method on file.
    3. Price changes. We may change the Fees, and the way Fees are structured, on at least 30 days’ notice, given by email to the Account’s owner or through the Service. A change takes effect at the start of the first billing period after the notice period ends. If the Customer does not agree, its remedy is to cancel before then.
    4. Taxes. Fees do not include sales, use, value-added, or similar taxes. The Customer is responsible for all such taxes, except for taxes on our net income.
    5. Late payment. Fees not paid within 7 days after they are due are late. We may charge interest on late amounts at 1.5% per month, or the highest rate permitted by law if lower, and may recover the reasonable costs of collection.
    6. Suspension for non-payment. If any Fees remain unpaid 7 days after they are due, we may suspend the Account, in whole or in part, until all overdue amounts are paid. During a suspension, Authorized Users may be unable to sign in, and the Customer remains responsible for the Fees that accrue.
    7. Termination and deletion for non-payment. If any Fees remain unpaid 90 days after they are due, we may terminate this Agreement and close the Account, and we may delete the Customer Data in it as described in Section 13. We have no obligation to retain, or to return, Customer Data of an Account that has been closed for non-payment.
    8. No refunds. Fees are non-refundable, except as expressly stated in this Agreement or as required by law. There are no refunds or credits for partial billing periods, unused features, or periods during which the Account was suspended under this Agreement.
    9. Disputes. The Customer must tell us in writing about any disputed charge within 60 days after the invoice date, or the charge is accepted.
    10. Trials and promotions. We may offer the Service free, or at a reduced price, for a trial or promotional period. Unless we say otherwise when offering it, Fees at the then-current rates begin when the period ends, unless the Customer cancels before then. We may change or end a trial or promotion at any time.

    9. Third-Party Services

    1. Reliance. The Service is built on, and connects to, Third-Party Services. As of the Effective Date these include cloud infrastructure and storage provided by Google Cloud, electronic signature and identity verification provided by BoldSign, transactional email delivery, and optional sign-in through Google. We may add, replace, or remove Third-Party Services at any time. The current list is kept in our Privacy Policy.
    2. Their terms. Some Third-Party Services have their own terms and privacy policies, which apply to your use of the corresponding feature. In particular, electronic signatures and identity verification are performed through BoldSign, and a person who signs a document through the Service is subject to BoldSign’s terms for that signature. We are not a party to those terms, and we are not responsible for a Third-Party Service, for its availability, or for anything it does or fails to do.
    3. Sharing with them. You authorize us to transmit Customer Data to Third-Party Services and subprocessors, and to let them process it, as needed to provide the feature you use or the Service generally, for example sending a document to BoldSign for signature, or storing files with our cloud storage provider. A Third-Party Service may keep its own copies and records under its own terms, for example the record of a completed signature, which we do not control.
    4. What you send them. When you use a feature that relies on a Third-Party Service, what you upload reaches that provider. You are responsible for what you send in the same way you are responsible for it here, and for not sending anything whose transmission to that provider would be unlawful or would breach that provider’s terms. We do not review what you upload before it is sent.
    5. Electronic signatures. The Service lets a Customer request signatures on its own documents. The Customer is responsible for deciding whether an electronic signature is appropriate and legally sufficient for a particular document, for obtaining any consent to electronic records that the law requires from the signer, for the content of everything it sends for signature, and for keeping its own copies of signed documents. We do not warrant that a signature obtained through the Service will be valid, enforceable, or accepted by any authority. Where the Customer chooses knowledge-based authentication for a signer, the signer is asked questions drawn from records held by BoldSign’s identity verification providers; we do not receive or store the questions or the answers, and the Customer is responsible for having a proper basis to require identity verification of that person. Knowledge-based authentication is available only for signers in the United States, and a signer who does not pass it cannot sign electronically through the Service - the Customer is responsible for deciding what to do instead, including obtaining a handwritten signature.
    6. Trademarks of others. BoldSign, Google, Google Cloud, and any other third-party names, logos, and marks that appear in the Service or in this Agreement are the property of their respective owners. We use them only to identify the corresponding product or service. Their appearance does not mean that their owners are affiliated with us, sponsor us, or endorse the Service.

    10. Intellectual Property

    1. Ours. The Service, the Documentation, and everything in them, including all software, designs, text, graphics, interfaces, logos, and the names “Suncea” and any other name under which we offer the Service, and all intellectual property rights in them, are owned by us or our licensors. Except for the limited right to use the Service granted in Section 5, nothing in this Agreement gives you any right, title, or interest in the Service, and we reserve all rights not expressly granted.
    2. Feedback. If you give us suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose, without any obligation to you.
    3. Usage data. We own all data about the operation and use of the Service that does not include Customer Data, such as logs, metrics, and performance data, and all data we create under Section 7.7.

    11. Confidentiality

    Each of us may receive information from the other that is marked as confidential, or that a reasonable person would understand to be confidential. Each of us will use the other’s confidential information only to exercise rights and perform obligations under this Agreement, and will protect it with at least reasonable care. Customer Data is the Customer’s confidential information. The Service, its non-public features, and our pricing that is not publicly posted are our confidential information. These obligations do not apply to information that is or becomes public through no fault of the recipient, that the recipient already knew, that the recipient develops independently, or that the recipient receives from someone else without a duty of confidentiality. Either of us may disclose confidential information when required by law or legal process, giving the other reasonable notice where lawful.

    12. Security and Incidents

    1. Our measures. We use measures designed to protect the Service and Customer Data, including encryption of data in transit and at rest, access controls, logging, and backups. We may change these measures over time, provided we do not materially reduce the overall protection of Customer Data during the term.
    2. Your measures. You are responsible for the security of your own devices, networks, and credentials, and for the actions of your Authorized Users.
    3. Incidents. If we become aware of unauthorized access to Customer Data in our possession, we will notify the affected Customer without undue delay, and in any case within the time the law requires, and will give the Customer the information we reasonably have to help it meet its own notification obligations. The Customer is responsible for any notice it must give to its clients, regulators, or others.

    13. Retention, Backups, and Deletion

    1. While the Account is open. We keep Customer Data for as long as the Account is open and the Customer Data has not been deleted by an Authorized User. An Authorized User’s deletion of a file or record removes it from the live Service. Copies may persist for a limited time in versioned storage and backups, as described below.
    2. Backups. We back up the Service on a rolling schedule and keep backups for a limited period, so that we can recover from errors and failures. Backups are kept in encrypted storage in the United States. How long they are kept is described in the Privacy Policy. Backups are for the operation of the Service. They are not an archive that you may request records from, and the deletion of a backup follows its own schedule rather than a request.
    3. Your own records. The Service is not a system of record for any retention obligation you have. Accountants, tax return preparers, and their clients are subject to their own record-keeping requirements under federal and state law and under professional rules. The Customer is solely responsible for meeting those requirements, and for keeping its own copies of anything it needs to keep, including copies of tax returns, signed documents, and client records, independently of the Service.
    4. When the Account closes. When this Agreement ends for any reason, the Customer may export its Customer Data using the features available in the Service, or by asking us, for a period of 30 days after it ends, except where the Agreement ended for non-payment or for a breach of Section 6, in which case we may condition export on payment of everything owed. After that period we may delete the Customer Data from the live Service, and copies in backups will be deleted as those backups expire in the ordinary course. We have no obligation to keep Customer Data after the Account closes.
    5. Closing an Account on request. A Customer may ask us to close its Account and erase what is in it, by writing to the address in Section 22. We will confirm the request with the Account’s owner before acting on it. Once confirmed, the Customer has the export period in Section 13.4, and we will erase the Customer Data from the live Service, and instruct our Third-Party Services to erase the copies they hold, within 90 days of the confirmation. Copies in backups are deleted as those backups expire. Deletion is not reversible, which is why a person confirms it rather than a button doing it.
    6. What we keep. We may keep information that we are required to keep by law, that is needed to resolve disputes or enforce this Agreement, or that documents our relationship with you, such as billing records, records of your acceptance of this Agreement, and security and access logs. We may also keep aggregated or de-identified data under Section 7.7.
    7. Client Users. Customer Data about a Client User, including what a Client User uploads, belongs to the Account of the Customer that invited them, and is retained and deleted under this Section as part of that Account. A Client User who wants a record corrected or removed should ask the Customer. We will help the Customer respond, and we will honor any request that the law requires us to honor directly.

    14. Term and Termination

    1. Term. This Agreement starts when you first accept it or use the Service, and continues until it ends under this Section. A Customer’s subscription renews automatically each billing period until cancelled.
    2. Cancellation by the Customer. The Customer may cancel at any time through the Service or by writing to us. Cancellation takes effect at the end of the current billing period. Fees already paid are not refunded.
    3. Termination by us. We may suspend or terminate this Agreement, or your access to the Service, immediately if you breach this Agreement, if we are required to by law, if your use of the Service creates a security or legal risk for us or for others, or under Section 8. We may also end this Agreement, or discontinue the Service, for any reason on at least 30 days’ notice, in which case we will refund any prepaid Fees for the period after the Service ends.
    4. Client Users. A Client User’s access ends when the Customer that invited them removes or deactivates them, when the Customer’s Account closes, or when we terminate it under this Section.
    5. Effect. When this Agreement ends, your right to use the Service ends, Fees accrued through the end date remain payable, and Section 13 governs Customer Data. Sections 7, 8 (as to amounts owed), 10, 11, 13, 15 through 19, and 21 through 24 survive, together with any other provision that by its nature should survive.

    15. Disclaimers

    THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT ANY DATA WILL NOT BE LOST, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR ANY LEGAL, REGULATORY, OR PROFESSIONAL REQUIREMENT THAT APPLIES TO YOU. WE DO NOT PROVIDE ACCOUNTING, TAX, LEGAL, OR FINANCIAL ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

    Your sole and exclusive remedy for any dissatisfaction with the Service is to stop using it and, for a Customer, to cancel under Section 14.

    Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you. In that case, our warranties are limited to the minimum scope and duration the law requires.

    16. Limitation of Liability

    1. No indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES THE CUSTOMER PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (US $100).
    3. Scope. These limitations apply to us and to our members, managers, officers, employees, contractors, agents, licensors, and Third-Party Service providers, and apply to every kind of claim, whether in contract, tort (including negligence), strict liability, or otherwise. They are an essential basis of the bargain between us, and apply even if a remedy fails of its essential purpose.
    4. Exceptions. Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, for gross negligence or willful misconduct where the law does not permit it to be limited, or for death or personal injury caused by negligence.
    5. State law. Some jurisdictions do not allow the limitation or exclusion of certain damages. If you are a consumer in such a jurisdiction, these limitations apply to you only to the extent permitted by the law of that jurisdiction. If you are a New Jersey resident, nothing in Sections 15, 16, or 17 limits our liability for damages caused by our own negligence, for punitive damages awarded under the New Jersey Punitive Damages Act, for claims under the New Jersey Products Liability Act or the New Jersey Consumer Fraud Act, or for any other liability that New Jersey law does not allow to be limited.
    6. Data. Our entire liability, and your sole remedy, for any loss, corruption, or unavailability of Customer Data is for us to use commercially reasonable efforts to restore it from the most recent backup we hold. We are not liable for the loss of anything you did not keep your own copy of, as Section 13.3 requires.
    7. Release. If you have a dispute with another user of the Service, including a dispute between a Customer and a Client User, or between a Customer and any client of the Customer, you release us and the people named in Section 16.3 from all claims, demands, and damages of every kind arising out of or related to that dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

    17. Indemnification

    1. By the Customer. The Customer will defend, indemnify, and hold harmless Suncea and its members, managers, officers, employees, contractors, and agents from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data, including any claim that Customer Data, or our use of it as permitted by this Agreement, infringes or misappropriates a third party’s rights or violates any law; (b) the Customer’s, or its Authorized Users’, use of the Service in violation of this Agreement or of applicable law; (c) any accounting, tax, financial, or other professional services the Customer provides; (d) any dispute between the Customer and a Client User or other client of the Customer; or (e) any claim by, or liability we incur to, a Third-Party Service arising out of Customer Data or out of the Customer’s or its Authorized Users’ use of the Service, including any amount that provider charges us, any loss of our access to it, and the cost of moving to another provider because of it.
    2. By a Client User. If you are a Client User, then, to the extent permitted by the law of the state where you live, you will indemnify and hold harmless Suncea and the people named in Section 17.1 from any claim, loss, or expense (including reasonable attorneys’ fees) arising out of anything you upload or send through the Service, or your use of the Service in violation of this Agreement or of applicable law. This includes a claim by, or a liability we incur to, a Third-Party Service arising out of what you upload or send.
    3. By us. We will defend the Customer against any claim by a third party that the Service, as provided by us and used in accordance with this Agreement, infringes that third party’s United States patent, copyright, or trademark, and will pay the damages and costs finally awarded against the Customer, or agreed by us in settlement, for that claim. This does not apply to claims arising from Customer Data, from a Third-Party Service, from a use of the Service in breach of this Agreement, or from a combination of the Service with anything we did not provide. If such a claim is made, or we think one is likely, we may modify or replace the affected part of the Service, obtain a license for it, or, if neither is commercially reasonable, terminate the affected part of the Service and refund any prepaid Fees for it. This Section states our entire liability for infringement claims.
    4. Process. The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose an obligation on the indemnified party, other than payment covered by the indemnity, without its consent), and give reasonable cooperation at the indemnifying party’s expense.

    18. Dispute Resolution

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING WHERE A CLAIM MAY BE BROUGHT AND HOW.

    1. Informal resolution first. Before starting a lawsuit, you and we agree to try to resolve any dispute informally. The party raising the dispute will send the other a written notice describing the dispute and the relief sought, using the contact information in Section 22 (for notices to us) or the email address on the Account (for notices to you). Both of us will make a good-faith effort to resolve the dispute. If it is not resolved within 60 days after the notice is received, either party may proceed under this Section. Any applicable statute of limitations is paused during those 60 days.
    2. Courts and venue. Any dispute arising out of or related to this Agreement or the Service that is not resolved informally will be brought only in the state or federal courts located in Sheridan County, Wyoming. You and we consent to the personal jurisdiction of those courts and waive any objection to them as a forum, except that either party may seek to enforce a judgment in any court with jurisdiction. If you are an individual using the Service for personal purposes and the law of the state where you live gives you the right to bring a claim in the courts of that state, this Section does not take that right away.
    3. Class action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THAT NO COURT MAY AWARD RELIEF THAT AFFECTS ANYONE OTHER THAN THE INDIVIDUAL PARTY SEEKING IT. If this waiver is found unenforceable as to a particular claim, it will not apply to that claim, and the rest of this Agreement will continue to apply.
    4. Jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE.
    5. Time to bring a claim. To the extent permitted by law, any claim arising out of or related to this Agreement or the Service must be brought within one year after the claim arose, or it is permanently barred. This does not shorten any period that the law does not allow to be shortened.
    6. Equitable relief. You acknowledge that a breach of Section 6, Section 10, or Section 11 would cause us harm that money alone could not repair, and that we may seek an injunction or other equitable relief for such a breach in any court with jurisdiction, without posting a bond where the law permits and without first following Section 18.1.
    7. Attorneys’ fees (Customers only). In any action between us and a Customer to enforce this Agreement, including an action to collect Fees, the prevailing party may recover its reasonable attorneys’ fees and costs from the other.
    8. Small claims. Nothing in this Section prevents either party from bringing an individual claim in a small claims court with jurisdiction, if the claim qualifies and stays there.

    19. Governing Law

    This Agreement, and any dispute arising out of or related to it or the Service, is governed by the laws of the State of Wyoming and the federal laws of the United States, without regard to conflict-of-laws rules, and without regard to the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. If you are an individual using the Service for personal purposes, this choice of law does not deprive you of the protection of any mandatory consumer protection law of the state where you live.

    20. Consumer Notices

    1. California residents. Under California Civil Code Section 1789.3, California residents are entitled to the following notice: the Service is provided by Suncea, LLC, 30 N Gould St, Ste N, Sheridan, WY 82801. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. The Fees for the Service are described in Section 8. Complaints about the Service, and requests for further information, may be sent to us using the contact information in Section 22.
    2. Automatic renewal. A Customer’s subscription renews automatically each month and the payment method on file is charged each month until the Customer cancels, as described in Sections 8 and 14. The Customer may cancel at any time through the Service or by contacting us as described in Section 22.

    21. Electronic Communications and Records

    1. Consent. By using the Service, you consent to receive communications from us electronically, including by email to the address on your Account and by notices posted in the Service. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing. To use the Service and receive these communications you need a current web browser, an internet connection, and a working email account. You may request a paper copy of this Agreement or the Privacy Policy, at no charge, by contacting us as described in Section 22. You may withdraw this consent by closing your Account, or, for a Client User, by asking the Customer that invited you to remove you.
    2. Records of acceptance. Each time you accept a version of this Agreement or the Privacy Policy, we record the version, the date and time, and information about the connection it was accepted from. You agree that these records are an accurate record of your agreement, and may be used as evidence of it.
    3. Notices to you. We may give you notices by email to the address on your Account, by posting them in the Service, or by requiring you to accept an updated version of this Agreement before continuing. Notice by email is effective when sent. Notice in the Service is effective when posted. You are responsible for keeping your email address current.

    22. Notices to Us

    Notices to us, including notices under Section 18, must be in writing and sent by email to legal@suncea.com, or by mail to Suncea, LLC, 30 N Gould St, Ste N, Sheridan, WY 82801. Notice is effective when received. Support requests may be sent to support@suncea.com.

    23. Changes to This Agreement

    We may change this Agreement from time to time. Each version carries a version number and an effective date. When we make a change, we will post the new version in the Service, and we will ask you to accept it before you continue using the Service, so that your acceptance of a change is always affirmative. Once you accept a new version, it replaces the version you accepted before. Changes will not apply retroactively, and will not affect a dispute that arose before the change was accepted. The version you most recently accepted is available at any time from your account settings in the Service.

    24. General

    1. Entire agreement. This Agreement, together with the Privacy Policy and any Order, is the entire agreement between you and us about the Service, and replaces any earlier agreement or understanding about it. If a Customer has a separately signed written agreement with us, that agreement controls to the extent it conflicts with this one. Terms in a Customer’s purchase order or other document, or terms proposed by a Customer, are rejected and have no effect.
    2. Assignment. You may not assign or transfer this Agreement, or any right under it, without our written consent, and any attempt to do so is void. We may assign this Agreement, in whole or in part, without your consent, including to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or of the business to which this Agreement relates.
    3. Corporate transactions. In connection with a transaction described in Section 24.2, or its negotiation, we may disclose and transfer Customer Data and other information about you to the other party and its advisors, subject to confidentiality obligations and, after the transaction, to this Agreement and the Privacy Policy as they then stand.
    4. Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, failure of the internet or of a Third-Party Service, or utility or power failure, except that this does not excuse a payment obligation.
    5. Independent contractors. You and we are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship.
    6. No third-party beneficiaries. Except as stated in Sections 16.3, 16.7, and 17, there are no third-party beneficiaries of this Agreement.
    7. Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the rest of this Agreement will remain in full force.
    8. Waiver. A failure or delay in exercising any right under this Agreement is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party.
    9. Export and government use. You may not use or export the Service in violation of United States export laws. The Service is commercial computer software, and any use by or for a United States government entity is subject to the restrictions in this Agreement, as permitted by the applicable acquisition regulations.
    10. Interpretation. Headings are for convenience only. “Including” means “including without limitation”. No rule of construction against the drafter applies. This Agreement is written in English, and any translation is for convenience only.
    11. Publicity (Customers only). We may identify the Customer as a customer of ours, by name and logo, on our website and in our marketing materials, unless the Customer asks us in writing not to. We will not describe the Customer’s clients, or anything in its Account, without its written consent.
    12. Contact. Questions about this Agreement may be sent to us using the contact information in Section 22.