This Master SaaS and Services Agreement (this “Agreement”), dated as of the date the digital signature of the Customer is affixed (the “Effective Date”), is by and between the Customer (“Customer” means any person, including their agents and/or representatives or any person acting on their behalf, who is purchasing products and services from the Company or to whom the Company is rendering any Subscription Services. It is the responsibility of the Customer to provide notice and copy(s) of this Agreement and the Terms to all such agents or representatives) and Delverve HR Inc, a Delaware corporation, with offices located at 16192 Coastal Highway, Lewes, Delaware 19958 (the “Service Provider” or “Company”). The Customer and Service Provider may together be referred to as “Parties”.

RECITALS
WHEREAS, Customer desires to obtain certain Services from the Company with respect to its needs; and the Company wishes to provide the Services to Customer, each on the terms and conditions set forth in this Agreement.

WHEREAS, the Customer agrees and acknowledges to be legally bound by the Terms of Use (the “Terms”) and this Agreement, including all schedules/exhibits.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The Company and the Customer are individually referred to as a “Party” and collectively as the “Parties”.

In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

1. SERVICES

1.1 Purpose
This Agreement sets forth the terms and conditions under which the Company agrees to provide (i) certain ”outsourced accounting software as a service” (“Subscription Services”) for services delivered via web and mobile app interfaces therefore, a “Platform” to Authorized Users, as further set forth on each order form (“Order Form”) and (ii) if applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (“Professional Services” together with Subscription Services, the “Services”) related to Customer’s access to, and use of, such Subscription Services and each Platform, as further set forth on each Order Form.

1.2 The Services; Access and Use License
Subject to the terms and conditions of this Agreement, during the Term, the Company shall use commercially reasonable efforts to provide (i) Customer and Authorized Users access to each Platform, and (ii) Professional Services to the Customer. Subject to the terms and conditions of this Agreement, during the Term, the Company hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, non- transferable, worldwide license to access and use each Platform, solely for internal business purposes as set forth herein.

1.3 Subscription Services
The Customer is required to fill out an Order Form which shall identify each applicable Platform, user limitations, fees, subscription terms and other applicable terms and conditions.

1.4 Professional Services
The Customer is required to fill out a Order Form, which shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions.

1.5 Changes to Platform
The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of the Company’s products or services to its customers, (b) the competitive strength of, or market for, the Company’s products or services, (c) such Platform’s cost efficiency or performance, or (ii) to comply with applicable law.

2. PLATFORM ACCESS AND AUTHORIZED USER
2.1 Administrative Users
During the configuration and set-up process for each Platform, Customer will identify an administrative user name and password for Customer’s company account. The Company reserves the right to refuse registration of, or cancel usernames and passwords it deems inappropriate.

2.2 Authorized Users
Customer may allow such number of Customer’s employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of Customer as “Customer Users”. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the applicable Platform.

2.3 Authorized User Conditions to Use
As a condition to access and use of a Platform, (i) each Authorized User shall agree to abide by the terms of the Company’s end-user terms of use which it may adopt from time to time, (ii) Customer Users shall agree to abide by the terms of this Agreement, or a subset hereof, and, in each case, Customer shall ensure such compliance. The Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User.