Service Level Agreement

1.1 OVERVIEW.

This Service Level Agreement (hereinafter referred to as this "Agreement") will apply to all subscribers of Reach Accountant, an online accounting platform developed by Reach Process Outsourcing Private Limited (Referred hereinafter as "Reach Accountant"). This Agreement contains the covenants and obligations between Reach Accountant and its subscribers. The terms, covenants, rights and obligations contained in this agreement are to be effective throughout the relationship between Reach Accountant and the Subscriber as long as the parties involved are desirous to continue with their business relationship and carry out their rights and obligations under this Agreement or any other supplementary document that contains related terms, covenants rights and obligations as the case may be.

This Agreement outlines the parameters of all services covered as they are understood by the parties to it and does not supersede current processes and procedures unless explicitly stated herein.

1.2 DEFINITIONS.

a) The term "Franchisee" means any organization which now, or in the future, directly or indirectly controls, or is controlled by, or is under common control to Reach Accountant. The word "control" shall mean owning more than 50 percent of the shareholding and/or more than 50 percent voting rights in an organization.

b) The term "Service Term" means the duration of the time for which a subscriber is entitled to enjoy the services provided by Reach Accountant, as specified in the Terms of Service, and which, unless the contrary is indicated, shall proceed on a month-to-month basis.

c) The term "System" means the accounting platform being offered by Reach Accountant and includes the software and any processes involved in the running of the software.

1.3 REFUND POLICY.

a) Refunds. Should any subscriber wish to discontinue his subscription, he/she it will be entitled to recover the amount paid in full, provided the decision to cancel the subscription was made and communicated to us at the earliest possible opportunity. The subscriber may then afterwards discontinue paying any more subscription money. Further, any subscriber who had paid subscription for the whole year is entitled to recover the unused portion of the subscription which shall be determined from the number of months that the subscription as unused, based on the 12 months from the day the first payment was made.

1.4 TERMINATION.

This Agreement shall take effect on the Commencement Date and shall continue for as long as the Subscriber intends to use the services provided by Reach Accountant (hereinafter rendered thus "Agreement Term"), unless earlier terminated as provided in this section. At the end of the initial Agreement Term, the Agreement Term shall automatically renew on a month-to-month basis until terminated by either party upon thirty (30) days' prior written notice to the other party.

If the subscriber makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; or, an involuntary petition in bankruptcy or other insolvency protection against the subscriber is filed and not dismissed within 60 days; or, the subscriber fails to make any payment required hereunder when due, and such failure continues for a period of five (5) business days after written notice from Reach Accountant, or Customer fails to observe and perform any material term of this Agreement (other than payment terms) and such failure continues for a period of thirty (30) days after written notice from Reach Accountant; then Reach Accountant may;
Terminate this Agreement, in whole or in part, in which event Reach Accountant shall have no further duties or obligations there under, and/or;
Pursue any remedies Reach Accountant may have under this Agreement, at law or in equity, subject to part 1.5.

If Reach Accountant makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; or, an Involuntary petition in bankruptcy or other insolvency protection against Reach Accountant is filed and not dismissed within 60 days; or Reach Accountant fails to observe and perform any material term of this Agreement (unless otherwise provided in this Agreement) and such failure continues for a period of thirty (30) days after written notice from Customer; then the subscriber may;

Terminate this Agreement, in whole or in part, in which event the Subscriber shall have no further duties or obligations hereunder, and/or;

Pursue any remedies a subscriber may have under this Agreement, at law or in equity subject to part 1.5.

1.5 LIABILITY AND IDEMNIFICATION.

a) Irrespective of any other provision, neither party may be held liable for damages for loss of profits, loss of goodwill, loss of revenue, loss of anticipated income, loss of data or any direct, special, exemplary or punitive arising out of the performance or failure to perform under this Agreement.

b) Reach Accountant also makes no warranties, express or implied, in fact or in law, statutory or otherwise, including warranties as to merchantability of fitness for a particular use, except those provided for in this Agreement.

c) Each party shall indemnify the other from any claims by third parties and expenses (including legal fees and incidental fees related thereto) respecting damage to property (both tangible and intangible), personal injury or death caused by such party's negligence or willful misconduct arising in connection with this Agreement.

1.6 SERVICE LEVELS.

a). Any subscriber who encounter service interruption may contact Reach Accountant Service by calling the following number in Chennai (044-26428434). In order for Reach Accountant to investigate any reported issues, the subscriber agrees to provide Reach Accountant with supporting information as reasonably requested by Reach Accountant and to the extent such information is available to a subscriber, which may include(as applicable), without limitation, the IP (Internet Protocol) address(es) and username.

b) In the event Reach Accountant experiences a service disruption at the time when the subscriber would like to access the account for a continuous period of at least one hour, Reach Accountant will provide the services free of charge for the upcoming month provided the subscriber requests for the same. Reach Accountant maintenance log will be used for calculating any Service Level events.

1.7 OTHER GENERAL TERMS.

Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its unrealistic control, including but not limited to, acts of God, earthquake, embargo, labour disputes and strikes, riots, war, floods and governmental restrictions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

The parties acknowledge that the service may be provided to the subscriber pursuant to this Agreement by a Franchisee of Reach Accountant, including, without limitation, an Franchisee authorized to provide Service in a country other than the country within which this Agreement has been executed. If a Subscriber requires the delivery of Service in a jurisdiction where, in order for this Agreement to be enforceable against the parties, additional terms must be added, then the parties shall incorporate such terms into this Agreement. Notwithstanding any provision of Service to the Subscriber pursuant to this Agreement by a Franchisee of Reach Accountant, Reach Accountant shall remain responsible to the subscriber for the delivery and performance of the Service in accordance with the terms and conditions of this Agreement.

The parties acknowledge and agree that subscriber's Franchisees may purchase Service under this Agreement; provided, however, any such subscribers' Franchisee purchasing Service hereunder agrees that such Service is provided pursuant to and governed by the Terms of Service and this Agreement. A subscriber shall be jointly and severally liable far all claims and liabilities arising under this Agreement related to Service ordered by any subscriber's Franchisee, and any event of default under this Agreement by any subscriber's Franchisee shall also be deemed an event of default by the subscriber. Any reference to the subscriber in this Agreement with respect to Service ordered by a subscriber's Franchisee shall also be deemed a reference to the applicable subscriber Franchisee.

A subscriber right to use the service (if any)is predicated on such subscriber accepting to comply with Reach Accountants Terms of Service, Privacy Policy and Copyright Notice as communicated in writing to a subscriber from time to time and which are also available through Reach Accountants website at www.Reachaccountant.com .

As provided in the Terms of Service, Reach Accountant may modify, review or otherwise change the Terms of Service, upon which it shall notify the subscribers using reasonable efforts. In the event such modifications materially and adversely affect subscriber's use of the Service, he subscriber may elect to continue to use the affected Service in compliance with the version of the Terms of Service and/or Privacy Policy and/or Copyright Notice (as applicable) that was in effect immediately prior to the new modifications by providing Reach Accountant written notice of such material and adverse affects on the Service within five (5) business days of the subscriber's receipt of written notice from, Reach Accountant of such modifications. However, notwithstanding the foregoing, the subscriber shall not have such right of election as set forth in the foregoing sentence if, in the opinion of Reach Accountant's legal or regulatory counsel, such modification to the Terms of Service and/or Privacy Policy and/or Copyright Notice (as applicable) are necessary in order to adequately protect Reach Accountants interests as a result of any changes in applicable law, regulation, decision, rule or order.

Neither party shall have the right to use the other party's or its Franchisees' trademarks, service marks or trade names without the prior written consent or the other party.

The relationship between a subscriber and Reach Accountant is not and shall not be that of partners, agents, or joint ventures for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, without limitation, for income tax purposes.