Confidentiality Agreement

• “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in any form, that is marked confidential or that a reasonable person would understand to be confidential, including product plans, pricing, partner terms, technical and security information, business methods, customer and prospect lists, and the terms of the Partner Program. Client Data is always Confidential Information of EazeAccounts and of the relevant Client.
• “Client” means a business or individual that uses the EazeAccounts services, including one you refer or serve.
• “Client Data” means any information relating to a Client that you access, receive, or process through the EazeAccounts services, including accounting records, transactions, invoices, payroll and employee information, tax information, bank and payment details, and personal information of the Client’s owners, staff, customers, and vendors.
• “Representatives” means a party’s employees, contractors, and professional advisors who need access to Confidential Information for the Purpose and are bound by obligations at least as protective as this Agreement.
• “Purpose” means evaluating, entering into, and performing the Partner Program, including serving Clients on the platform with their authorization.

Confidential Information does not include information that the Receiving Party can show: (a) was publicly available when disclosed, or later became publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure without a duty of confidentiality; (c) was lawfully received from a third party without a duty of confidentiality; or (d) was independently developed without use of the Disclosing Party’s Confidential Information. These exclusions do not apply to Client Data or to personal information, which remain protected regardless.

The Receiving Party will:

• use Confidential Information only for the Purpose;
• protect it with at least the care it uses for its own confidential information, and never less than reasonable care;
• share it only with Representatives who need it for the Purpose, and remain responsible for their compliance;
• not copy, reverse engineer, or decompile any software, models, or materials of the Disclosing Party;
• not remove or obscure confidentiality or ownership notices;
• promptly notify the Disclosing Party of any unauthorized use or disclosure and cooperate to contain it.

Client Data is entrusted to you by the Client and by EazeAccounts. In addition to Section 3, you will:

• access Client Data only through the EazeAccounts services, only with the Client’s authorization, and only to the extent needed to provide the services that Client has engaged you for;
• not export, copy, or store Client Data outside the EazeAccounts services except as the Client’s engagement requires and the Client permits, and protect any such copies with equivalent safeguards;
• not use Client Data to train or improve any artificial intelligence or machine learning model, for marketing, benchmarking, profiling, or resale, or for any purpose other than serving that Client;
• use multi-factor authentication where offered, keep credentials personal and confidential, secure the devices used to access Client Data, and remove access promptly for people who leave your team;
• comply with all laws that apply to the Client Data, including laws protecting financial, payroll, and taxpayer information and personal information, and with any written security requirements EazeAccounts publishes for partners;
• delete or return Client Data you hold outside the services when the Client’s engagement ends or the Client asks, except where you must retain records by law or professional rules, in which case the retained data stays protected under this Agreement.

EazeAccounts may log and audit partner access to Client Data and may suspend or revoke access to protect a Client, the services, or other users.

If a party becomes aware of any actual or reasonably suspected unauthorized access to, or loss, disclosure, or alteration of, the other party’s Confidential Information or of Client Data, it will notify the other party without undue delay and in any event within seventy-two (72) hours at info@eazeaccounts.com (for notices to EazeAccounts) or at the email address on the partner account (for notices to Partner). The notifying party will describe what happened, the data affected, and the steps taken, and will cooperate in the investigation, containment, and any notifications to Clients or authorities required by law. Each party bears the costs of an incident it caused.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided it gives the Disclosing Party prompt written notice where legally permitted, discloses only what is required, and reasonably cooperates with efforts to limit or protect the disclosure.

On the Disclosing Party’s request, and when this Agreement or the Partner Agreement ends, the Receiving Party will promptly return or securely destroy all Confidential Information in its possession and confirm in writing that it has done so, except for copies that must be retained by law or professional rules or that reside in routine backups, which remain subject to this Agreement until deleted.

This Agreement takes effect on acceptance and continues for as long as you participate in the Partner Program or hold any Confidential Information or Client Data. The obligations in this Agreement continue for three (3) years after the last disclosure, and, for trade secrets, Client Data, and personal information, for as long as that information remains protected by law or in the Receiving Party’s possession.

A breach of this Agreement may cause harm that money cannot adequately repair. The Disclosing Party may seek injunctive or other equitable relief to prevent or stop a breach, in addition to any other remedy available at law, without having to post a bond.

Confidential Information remains the property of the Disclosing Party (and Client Data remains the property of the Client). This Agreement grants no license or other rights except the limited right to use Confidential Information for the Purpose. Confidential Information is provided “as is,” without warranty. Neither party is obliged to disclose any information, enter into any further agreement, or proceed with any transaction.

This Agreement works alongside the Partner Agreement, the Terms & Conditions, the End-User License Agreement, the Privacy Policy, and the Data Processing Addendum at eazeaccounts.com/legal. On matters of confidentiality and Client Data, this Agreement controls; on all other matters, those documents control. If a separate written non-disclosure agreement between the parties is more protective, the more protective terms apply.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law rules. Except for a party’s right to seek equitable relief in any court of competent jurisdiction, disputes arising out of or relating to this Agreement will be resolved as set out in Section 20 (Dispute Resolution; Arbitration; Class Action Waiver) of the Terms & Conditions.

• This Agreement may be accepted electronically; electronic records of acceptance are binding.
• Neither party may assign this Agreement without the other’s written consent, except EazeAccounts may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets.
• If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
• EazeAccounts may update this Agreement on at least thirty (30) days’ notice; changes apply prospectively and your continued participation after the effective date constitutes acceptance.

Questions about this Agreement:

Erihaan Business Services Inc. dba EazeAccounts 1717 E Cary St, Richmond, VA 23223 Email: info@eazeaccounts.com