OWL ACCOUNTING SERVICES

TERMS OF SERVICE AGREEMENT

BACKGROUND

The Client is of the opinion that Raven Cognition Corp DBA Owl Accounting Services (referenced as Owl Accounting Services from here on) has the necessary qualifications, experience and abilities to provide services to the Client.
Owl Accounting Services is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Owl Accounting Services (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED

The Client hereby agrees to engage Owl Accounting Services to provide the Client with General Accounting and/or Payroll Services as agreed in the engagement letter or verbally agreed.
The Services will also include any other tasks which the Parties may agree on. Owl Accounting Services hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin when services begin and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of Owl Accounting Services will end upon the termination of this Agreement.

PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

Owl Accounting Services will charge the Client for the Services at an agreed upon rate per month (the "Compensation").
Owl Accounting Services will invoice the Client every month.
Invoices submitted by Owl Accounting Services to the Client will be automatically paid as per agreed upon billing procedure and mandate.

REIMBURSEMENT OF EXPENSES

Owl Accounting Services will be reimbursed from time to time for reasonable and necessary expenses incurred by Owl Accounting Services in connection with providing the Services.
All expenses must be pre-approved by the Client.

INTEREST ON LATE PAYMENTS

Interest payable on any overdue amounts under this Agreement is charged at a rate of 5.00% per month or at the maximum rate enforceable under applicable legislation, whichever is lower.

CONFIDENTIALITY

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
Owl Accounting Services agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Owl Accounting Services has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to Owl Accounting Services under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Owl Accounting Services.

OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of Owl Accounting Services. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with Owl Accounting Services.

RETURN OF PROPERTY

Upon the expiration or termination of this Agreement, Owl Accounting Services will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client directly at our office location. If records are not picked up after 90 days after termination, records will be destroyed to maintain confidentiality.

CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that Owl Accounting Services is acting as an independent contractor and not as an employee. Owl Accounting Services and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for Owl Accounting Services during the Term. Owl Accounting Services is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to Owl Accounting Services under this Agreement.

RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, Owl Accounting Services may, at Owl Accounting Services's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of Owl Accounting Services under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that Owl Accounting Services hires a sub-contractor:
- Owl Accounting Services will pay the sub-contractor for its services and the Compensation will remain payable by the Client to Owl Accounting Services.
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of Owl Accounting Services.

AUTONOMY

Except as otherwise provided in this Agreement, Owl Accounting Services will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Owl Accounting Services will work autonomously and not at the direction of the Client. However, Owl Accounting Services will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

Except as otherwise provided in this Agreement, Owl Accounting Services will provide at Owl Accounting Services’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

Owl Accounting Services

666 Walnut St - Suite 1549

Des Moines, IA 50309

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

Owl Accounting Services will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Iowa.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

By using Owl Accounting Services' Services, you hereby agree to the above Terms Of Service Agreement. If you have any questions or concerns, please notify us immediately.

This service agreement was last updated 02/10/2023