Date of Last Revision: July 17th, 2015

This Acculation Consulting User Agreement (the “Agreement”) is a contract between you (the “Client” or “User”) and Acculation, Inc., a Delaware corporation with its principal place of business at 5482 Wilshire Blvd #342, Los Angeles, CA , U.S.A. (“Acculation”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to purchase or obtain consulting or related products and services through our website https://www.acculation.com. Acculation may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by Acculation. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the Acculation consulting services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON, OR BY PURCHASING CONSULTING OR OTHER PRODUCTS AND SERVICES FROM ACCULATION, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT PURCHASE OR USE CONSULTING SERVICES OR RELATED PRODUCTS AND SERVICES FROM ACCULATION. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF THIS AGREEMENT. IN SUCH EVENT, “YOU,” “YOUR” AND “CLIENT” AS APPLICABLE, WILL REFER AND APPLY TO SUCH ENTITY.

1. Acculation consulting services

1.1 Eligibility.

Acculation consulting services are available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not: (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

1.2 Entity Users.

If a person agrees to the terms of this Agreement on behalf of a legal entity, such person solely responsible for (a) ensuring that only authorized representatives of the entity are permitted to perform or receive, as applicable, Services on behalf of the entity hereunder and (b) prior to performing or receiving any Services hereunder, providing all such representatives with a copy of this Agreement and obtaining the agreement by all such representatives to be bound by all of the terms and conditions herein.  Such entity is solely responsible for any breach of this Agreement by any such representative.

2. GENERAL POLICIES REGARDING ACCESS TO ACCULATION CONSULTING SERVICES AND ACCULATION WEBSITE

2.1 Identity Verification.

Acculation reserves the right to validate Client information at any time, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm the Client’s identity. You authorize Acculation, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide information about you and/or your business when requested is a violation of this Agreement.

By registering as a User, you authorize Acculation, and Acculation reserves the right but not the obligation, to utilize third-party service providers to verify on an ongoing basis that your registration data is accurate (“Verification Checks”). You agree that Acculation may take such action in response to Verification Checks as it deems appropriate in its sole discretion, including without limitation suspending and/or terminating your membership, should it determine that you have violated any representation or warranty or any other provision of this Agreement or are otherwise unsuitable for Acculation.

Additionally, you hereby represent, understand and expressly agree that Acculation does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in a Verification Check. Acculation does not typically communicate the results of a Verification Check to any third party, though we reserve the right to do so. Notwithstanding the foregoing, you expressly acknowledge that Acculation has no obligation to perform Verification Checks on any Clients. To the extent Acculation performs such checks on certain Clients, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to provide or receive Services through Acculation.

2.3 Account Security.

User is solely responsible for ensuring and maintaining the secrecy and security of the User’s Acculation account password on the Acculation website.  User agrees not to disclose this password to anyone (or, in the case of an Agency (as defined below), not to disclose this password to anyone who is not a subcontractor of such Agency), and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the Acculation. You must notify Acculation Support at [email protected] immediately if you suspect that your password has been lost or stolen. By using your User account, you acknowledge and agree that Acculation’s account security procedures are commercially reasonable.

2.4 Enforcement of Agreement and Policies.

Acculation has the right, but not the obligation, to suspend or cancel your access to the Acculation consulting services or the Acculation website if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Acculation’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further consulting services or access to the Acculation website to you if: (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other Users or for Acculation. Once suspended or terminated, you MAY NOT continue to use the Acculation website under a different account or reregister under a new account. If you attempt to use the Acculation website or purchase Acculation consulting services under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the Acculation website, including data, messages, files and other material you keep on the Acculation website..

3.   POLICIES REGARDING ENGAGEMENT AND PAYMENT FOR SERVICES.

3.1 Premium Memberships; Renewal and Cancellation.

To the extent you elect to purchase other services or product offerings Acculation may offer for a fee, you authorize Acculation to charge your chosen payment provider for these services and/or products you purchase.

3.2 Non-Payment.

If a Client fails to pay Acculation amounts due under this Agreement, whether by canceling Client’s credit card, initiating an improper chargeback, disputing services via PayPal, or by any other means, Client’s Acculation account will be suspended, no additional payments will be processed, and Acculation will stop any work-in-progress. Without limiting other available remedies, Client must reimburse Acculation for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, Acculation may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

4. RESTRICTIONS ON ENGAGEMENTS.

4.1 Prohibited Engagements. 

Acculation shall decline to participate or discontinue participation in the performance of any Services where such participation could reasonably be expected to result in: (a) the breach of any agreement, obligation or duty (including any company policy or procedure) to which the Acculation or an Acculation consultant is subject (including NDAs with prior employers that an Acculation consultant may be subject to); (b) a violation of any law, rule or regulation; (c) a violation of any terms and conditions of this agreement or the Acculation website Terms of Service, including without limitation the terms and conditions of this Agreement; or (d) a conflict of interest or an appearance of a conflict of interest for the Acculation consultant.

4.2 Relationship to a Company. 

Acculation and its consultants shall decline to participate or discontinue participation in the performance of any Services relating in whole or in part to any company with respect to which the Acculation consultant: (a) is, or has been during the prior six (6) months, (i) a director, officer or other employee of such company or any entity that such company controls, is controlled by or is under common control with (an “Affiliate”), or (ii) serves, or has during the prior six (6) months served, such company or its Affiliate as a consultant, advisor or in a similar capacity; (b) possesses sole or shared power to vote or dispose of at least two percent (2%) of any class of equity securities of such company; (c) has any other significant relationship that could result in access to material nonpublic information about such company; or (d) has or reasonably expects to have material nonpublic information about such company.

4.3 Restricted Advice. 

For administrative and other reasons, Acculation and its consultants do not provide to any Client any investment advice, or ratings, recommendations or other discussion of the value of, or the merits of acquiring or disposing of, particular securities or groups of securities or derivatives related thereto, or any legal, medical, veterinarian, business valuation, traditional engineering, construction, accounting or tax advice.  Acculation agrees not to provide information to any Client that Acculation knows or has reason to believe is false or misleading.  Acculation shall not disclose any trade secrets or confidential or proprietary information of any other party (all of the foregoing being collectively referred to as “Restricted Advice”).

4.4 No Inducement. 

Client agrees not to induce Acculation or any Acculation consultant to: (a) provide any Restricted Advice; (b) disclose any material nonpublic information concerning any company, or make recommendations, signal or otherwise express opinions about a company while in possession of material nonpublic information concerning such company; (c) disclose any confidential or proprietary information belonging to or concerning another entity, or make recommendations, signal or otherwise express opinions based on such information; (d) breach any agreement, obligation or duty (including any company policy or procedure) to which such Client is subject; (e) violate any law, rule or regulation to which such Client is subject; or (f) act in a manner that presents a conflict of interest or an appearance of a conflict of interest for such Client. At Acculation’s sole option, Acculation may immediately terminate (with prompt notification to Client) the engagement for any Services with a Client who has attempted to induce Acculation to engage in any conduct described in (a) through (f) of the preceding sentence. Alternatively, at Acculation’s discretion and with client agreement, Acculation may arrange for trusted 3rd party partners to provide advice on a Restricted Advice topic (as outlined in 4.3 above), at additional client expense and generally requiring Client’s express agreement to the 3rd party’s Terms and Conditions for such services.

5. SERVICE CONTRACT TERMS BETWEEN CLIENT AND ACCULATION.

Unless otherwise agreed to in a writing signed by both Client and Acculation, the terms and conditions of the Service Contract are as set forth in Sections 5.1 through 5.12 below (“Standard Terms”).

5.1 Services.

Acculation shall perform all Services in a professional and workmanlike manner and shall timely deliver any agreed-upon Work Product.

5.2 Client Payments and Billing.

Client shall pay the agreed-upon amount for time spent (under Hourly-Rate Contracts) or the approved project (under Fixed-Price Contracts) to Acculation. For Hourly-Rate Contracts and Fixed-Price Contracts, Client is billed immediately.

5.3 Termination of a Service Contract.

Under both Hourly-Rate and Fixed-Price Contracts, either party may terminate the Service Contract at any time for any or no reason. However, the Client remains obligated to pay for any time Acculation worked prior to termination. If a payment has been made on a Fixed Price Contract, Acculation may terminate by refunding the unused portion of the prepayment. Consultation services canceled by the client may be subject to a non-refundable 15-minute minimum time or $50.00 minimum cancellation fee, whichever is greater, to compensate Acculation for the time and expense in setting up a consultation.

5.4 Client Deliverables.

Client grants Acculation a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Deliverables as necessary for the performance of the Services. Client reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Client Deliverables. Upon completion or termination of the Service Contract, or upon written request by the Client, Acculation shall immediately return all Client Deliverables to the Client and further agrees to purge all copies of Client Deliverables and Work Product contained in or on Acculation’s premises, systems, or any other equipment otherwise under Acculation’s control. Within ten (10) days of Client’s request, Acculation agrees to provide written certification to the Client that all Client Deliverables have been returned or purged.

5.5 Work Product.

Proprietary Rights in Work Product shall be owned by Acculation until payment has been made by Client, at which time Acculation will be deemed to have assigned all Proprietary Rights in the Work Product to Client. For Hourly-Rate Contracts, Client must pay for all hours billed and not disputed in accordance with the procedures set forth herein. To the extent that under applicable law Proprietary Rights cannot be assigned, Acculation hereby irrevocably agrees to grant, and hereby grants, to Client an exclusive, perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Acculation hereby irrevocably agrees to grant, and hereby grants, to Client, such rights as Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership.

5.6 Non-agency relationship.

This Agreement does not create a partnership or agency relationship between Client and Acculation. Acculation does not have authority to enter into written or oral – whether implied or express – contracts on behalf of Client.

5.7 Entire Agreement.

The terms and conditions set forth in this Section 5 and any additional or different terms expressly agreed by Client and Acculation shall constitute the entire agreement and understanding of Client and Acculation with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

6. WARRANTY DISCLAIMER.

ACCULATION MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, ACCULATION WEBSITE OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACCULATION DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 12.2 (TERMINATION) STATES CLIENT’S SOLE AND EXCLUSIVE REMEDY AGAINST ACCULATION WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

UNDER NO CIRCUMSTANCES WILL ACCULATION BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY THE CLIENT’S RELIANCE ON INFORMATION PROVIDED BY ACCULATION.  THE CLIENT UNDERSTANDS AND AGREES THAT IT IS THE CLIENT’S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT DELIVERED OR OTHERWISE MADE AVAILABLE BY ACCULATION.  NO INFORMATION OBTAINED FROM ACCULATION SHOULD BE CONSTRUED AS LEGAL, INVESTMENT, TAX, TRADITIONAL ENGINEERING, ACCOUNTING, BUSINESS VALUATION, CONSTRUCTION, VETERINARIAN, OR MEDICAL ADVICE.

7. LIMITATION OF LIABILITY.

IN NO EVENT WILL ACCULATION BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF ACCULATION TO ANY CLIENT FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY ACCULATION FEES RETAINED BY ACCULATION WITH RESPECT TO CONTRACTS ON WHICH CLIENT WAS INVOLVED DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8. INDEMNIFICATION.

8.1 Proprietary Rights.

Client shall indemnify, defend and hold harmless Acculation and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an “Indemnified Party” for purposes of this Section 11) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.

8.2 Indemnification by Client.

Client shall indemnify, defend and hold harmless Acculation from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (i) such Client’s use of any Acculation Services or (ii) any Service Contract entered into between such Client and Acculation.

9. TERM AND TERMINATION.

9.1 Term.

The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 12.2 below.

9.2 Termination.

Either Acculation or User may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

In addition to the above, should Acculation determine that a User is otherwise not eligible to use the Acculation website or obtain Acculation consulting services, has violated any terms stated herein, is not suitable for participation as a Client, or has misused or misappropriated Site content, including but not limited to use on a “mirrored”, competitive, or third-party site, Acculation reserves the right, in its sole discretion, to immediately terminate such User’s access to all or part of the Site, to remove such User’s profile and/or any content posted by or about such User from the Site, and/or to terminate such User’s account with Acculation, with or without notice.

If we terminate your Acculation website membership, we have no obligation to notify you of the reason, if any, for your termination. Following any termination of any User’s use of the Site, Acculation reserves the right to send a notice thereof to other Users with whom we believe the terminated User has corresponded.

9.3 Consequences of Termination.

Termination of Acculation’s services shall not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be charged to Client’s credit card or other form of payment pursuant to Section 7.2 (Payment Methods). Subject to Section 13.10 (Dispute Resolution; Arbitration; Personal Jurisdiction and Venue), Client shall pay Acculation, in accordance with the provisions of Section 7 (Invoices and Payment Methods), for all time recorded in the Time Logs, and any other agreed upon out-of-pocket costs of Acculation, incurred prior to the effective date of the termination.

9.4 Survival.

Sections 6 through 11 of this Agreement shall survive any termination thereof.

10. GENERAL.

10.1 Entire Agreement.

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

10.2 Supplemental Agreements.

Section 13.1 notwithstanding, Clients and Acculation may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a supplemental agreement that purports to expand Acculation’s obligations or restrict Acculation’s rights under this Agreement.

10.3 Compliance.

User shall not violate any laws or third party rights on or related to the Acculation consulting services or Acculation website. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.

10.4 Notices: Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Acculation website Notices hereunder shall be invalid unless made in writing and given (a) by Acculation via email (in each case to the email address that you provide), (b) a posting on the Site or (c) by you via email to  [email protected] or to such other addresses as Acculation may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

10.5 Modifications.

No modification or amendment to this Agreement shall be binding upon Acculation unless in a written instrument signed by a duly authorized representative of Acculation. For the purposes of this Section 13.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

10.6 No Waiver.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

10.7 Assignability.

User may not assign this Agreement, or any of its rights or obligations hereunder, without Acculation’s prior written consent in the form of a written instrument signed by a duly authorized representative of Acculation (and, for the purposes of this Section 13.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Acculation may freely assign this Agreement without consent of Client. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

10.8 Severability.

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

10.9 Choice of Law.

This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to any Service Contract (“Claims”), shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.10 Dispute Resolution; Arbitration; Personal Jurisdiction and Venue.

In the event there is a dispute between Acculation and Client relating to Services, the Client shall promptly notify Acculation of such dispute at [email protected], pursuant to which Acculation will make available on-line forms for the Client to each provide Acculation with a written summary of the dispute.  Acculation may request additional information concerning any dispute.  Within thirty (30) days after Acculation receives this written summaries, Acculation shall notify the Client in writing of its decision regarding the dispute.

Acculation and Client hereby agree that any Claims shall first be settled through negotiation or according to the dispute resolution procedures set forth in the immediately preceding paragraph. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, either party will have the right to demand binding non-appearance based arbitration by a third party service mutually agreed upon by the parties. A final judgment will be made by the arbitrator, which must be adhered to by both parties as applicable. You agree that any Claim you may have against Acculation, if not resolved as set forth above, must be resolved by the California state courts in Los Angeles County (or, if there is exclusive federal jurisdiction, the United States District Court for the Central District of California). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

10.11 Prevailing Language.

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

11. DEFINITIONS

Unless defined elsewhere herein, capitalized terms shall have the following definitions:

“Client Deliverables” means instructions, requests, intellectual property and any other information or materials that Acculation receives from a Client for a particular Service Contract.

“Confidential Information” means Client Deliverables, Acculation Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form; provided, however, that Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of User; (b) subsequent to disclosure, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without the use of any Confidential Information.

“Effective Date” means the date of acceptance of this Agreement.

“Acculation Deliverables” means instructions, requests, intellectual property and any other information or materials that a Client receives from Acculation for a particular Service Contract.

“Acculation Fees” means: (a) for an Hourly-Rate Contract, an amount equal to the number of hours recorded by Acculation in the Time Logs, multiplied by the Hourly Rate; (b) for a Fixed-Price Contract, the Fixed-Price; and (c) any bonuses paid or other payments made by a Client for a Service Contract.

“Fixed-Price” means a fixed fee agreed between a Client and Acculation, prior to the commencement of a Service Contract, for the completion of all Services requested by Client for such Contract.

“Fixed-Price Contract” means a Service Contract for which Client is charged a Fixed-Price.

“Hourly Rate” for a Service Contract means, in respect of Acculation, the hourly rate specified for Acculation when the contact with Acculation was purchased through the Acculation website.

“Hourly-Rate Contract” means a Service Contract for which Client is charged based on the Acculation’s Hourly Rate.

“Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

“Service Contract” means a particular project or engagement, or set of ongoing projects or engagements, for which a Client has requested Services to be performed by Acculation and Acculation has agreed to perform.

“Services” means general consulting, advisory or business services or any other human services.

“Work Product” means any tangible or intangible results or deliverables that Acculation agrees to create for, or actually delivers to, Client as a result of performing Services on a particular Service Contract and any intellectual property developed in connection therewith.