Service and Terms of Use Agreement

This Service and Terms of Use Agreement (“Agreement”) is between you (hereinafter “You”) and iReconcile.com™ and its parent company, AtomicUnit Software, LLC, (collectively “AtomicUnit”) and consists of the terms and conditions for which Your subscription for, and use of, the services at www. iReconcile.com are governed. If You wish to become a subscriber and use the services consisting of the information, tools features and functionality (collectively the “Services”) located on the iReconcile.com Web site, You must complete the registration process and agree to the terms and conditions hereunder. If you do not agree to these terms and conditions, You may not use the Services and should discontinue the registration process.

The Service

The Services provided under this Agreement include a Web based personal financial management tool that allows You to manually track Your personal financial information, and synchronize that information with your mobile devices running the iReconcile product You purchased and installed. After subscribing to this Service, You may then manage Your account information from either Your mobile device or through the iReconcile Web site. THIS SERVICE IS PROVIDED AS AN AID TO ASSIST YOU IN ORGANIZING AND MANAGING YOUR FINANCES; HOWEVER, IT IS NOT INTENDED TO, AND DOES NOT, PROVIDE LEGAL, TAX OR FINANCIAL ADVICE.

The Service utilizes the date and time at which data is recorded in order to properly synchronize between the Service and Your mobile device. In order for synchronization to function properly, all of Your devices must have an accurate date and time configuration (and in proper time zone). Manually changing the time on any devices that communicate with the Service could cause a failure to accurately transmit change data, and therefore would not properly synchronize your data. You shall be solely responsible for any such improper use.

Transmission of synchronization data is secured using SSL encryption; however, data that is entered into the iReconcile.com Web site, either by mobile device or through the Web portal, are not stored in the Site’s database using encryption. Therefore, it is not intended, nor shall You attempt, to store any personal identifiable data (such as credit card information or social security numbers) in any of the fields. You acknowledge this restriction and agree that AtomicUnit shall not be responsible for any identity theft, loss or damages associated with Your failure to comply with this restriction.

Your understand and agree that Your access and use of the Service may be interrupted from time to time as a consequence of equipment malfunction, periodic updating, maintenance or repair of the Web site by AtomicUnit or as a consequence of other third party disruptions.

AtomicUnit reserves the right to: (1) modify, suspend or terminate operation of or access to the Web site, or any portion of the Web site, for any reason; (2) modify or change the Web site, or any portion of the Web site, and any applicable policies or terms; and (3) interrupt the operation of the Web site, or any portion of the Web site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Registration and Trial Period

Upon registration, You will be given a 15 day free trial (“Trial Period”) in which to use the Services. After the Trial Period, You will no longer be able to access and use the Services or continue to synchronize Your mobile device with the Service unless You renew Your subscription as a paying subscriber.

You may become a paying subscriber so as to continue to use the Service at anytime during the Trial Period or upon its expiration. The subscription is renewed through the iPhone app and all transactions will be processed by Apple, Inc. through Apple’s in-app purchasing API. The subscription renewal fees will be charged at that time. AtomicUnit’s Service will not store any sensitive data related to the subscription transaction, but will only capture and store receipt data transmitted by Apple. This receipt data is used to verify the authenticity of subscription renewals, and only upon verification of the authenticity of Your subscription renewal will Your access to the Service be authorized.

Registration Information

Your email address and password, together with any other information you provide, are Your “Registration Information.” By providing AtomicUnit with Your email address and entering in a password when prompted, you agree to receive required notices electronically to that email address. Such notices may be provided in HTML (or, if Your system does not support HTML, in plain text) in the text of the emailed notice or through a link to the appropriate page on the Web site, accessible through supported internet browsers.

Accounts, Passwords and Security

You are solely responsible for maintaining the confidentiality of the information You hold for Your account, including Your password, and for any and all activity that occurs under Your account as a result of Your failure to keep this information secure and confidential. You agree to immediately notify AtomicUnit (through the “Contact Us” feature) of any unauthorized use of Your account or password, or any other breach of security. You may be held liable for losses incurred by AtomicUnit or any other user of or visitor to this Web site due to an unauthorized third party using your email address, password or account as a result of Your failure to keep Your account information secure and confidential.

You may not use anyone else’s email address, password or account at any time without the express permission and consent of the holder of that email address, password or account. You agree that AtomicUnit shall not be liable for any loss or damage arising from your failure to comply with these obligations.

Modifications to Terms and Conditions

AtomicUnit reserves the right, at its sole discretion, to change, modify, add or remove portions of the terms and conditions hereunder, at any time provided such changes are posted on the Web site’s then current version of its Service and Terms of Use Agreement. It is Your responsibility to check these terms and conditions periodically for changes. Your continued use of the iReconcile.com Web site following the posting of changes will mean that You accept and agree to continue to be bound by the terms and conditions of the Agreement, as amended.

Limited License

The iReconcile product You purchased and installed on Your mobile device for use in conjunction with this Service is governed by the License Application End User Agreement that came with the product when purchased from Apple.

As long as you comply with terms and conditions of this Agreement, AtomicUnit grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the iReconcile.com Web site together with the Services. Throughout the term of this Agreement, You may use the iReconcile.com Web site software solely for the purpose of accessing and utilizing the iReconcile application and associated Web site Services. Your limited license and associated right to access the iReconcile.com Web site and use the Services is personal to You and is not transferable.

Ownership of Site and Intellectual Property

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Web site is owned, or licensed by or to AtomicUnit, and is protected by patent, copyright, trade dress, and trademark laws, as well as other intellectual property rights and unfair competition laws. You agree that the Content shall remain the exclusive property of AtomicUnit or its licensors, whether or not specifically recognized or perfected under the laws within the country of use. Except as expressly provided in this Agreement, no part of the Web site and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without AtomicUnit’s express prior written consent.

It is hereby understood and agreed by You that AtomicUnit is the owner of all right, title and interest in and to the iReconcile product and the iReconcile.com Web site including, but not limited to, their Content, documentation, updates, versions, and derivative works. Any error patches, updates, versions, or derivative works created by AtomicUnit in response to reported errors, feature enhancement requests, or any other changes whatsoever shall be performed at AtomicUnit’s sole and absolute discretion and that such error patches, updates, versions, or derivative works along with their associated ideas, concepts, techniques, inventions, processes or works of authorship whatsoever, regardless of whether You may have contributed to the conception of such work, shall neither be considered a collective work nor a work made for hire by AtomicUnit for the benefit of You or any other third party as defined by Title 17 of the United States Code, but instead, are the exclusive intellectual property of AtomicUnit; or in the event that such work is considered a collective work or work made for hire by AtomicUnit for the benefit of You or is otherwise considered an independent contribution by You under applicable law, You hereby agree to assign, without any additional consideration, and upon the creation thereof automatically assign, all right, title, and interest in and to such work and irrevocably appoint AtomicUnit as attorney in fact to perfect such rights which such appointment and power of attorney is coupled with an interest.

Your Use of the Web Site

You shall be responsible for obtaining and maintaining, at Your own expense, all computer hardware, software, communication equipment and access lines necessary to access and utilize the iReconcile.com Web site and Services.

You may use information on the iReconcile.com Web site (such as forms, reports and similar materials) purposely made available by AtomicUnit for downloading from the Web site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

You shall not post, upload, or otherwise transfer to anyone by any means, including but not limited to web page content, linked web pages, e-mail or FTP, any document, image, communication, or other transmission which (i) infringes the copyrights, patents, trade secrets, trademarks, servicemarks, trade names or other proprietary rights of a third party (collectively "Infringements"), (ii) is obscene or constitutes child pornography under applicable law, or (iii) is defamatory. You agree to indemnify, defend and hold AtomicUnit and its officers, directors, shareholders, employees, agents, contractors and attorneys harmless from and against any and all claims, actions, proceedings, losses, costs, expenses, or liabilities, including but not limited to attorney fees, arising from or related to a violation or alleged violation of this paragraph.

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Web site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Web site.

You may not attempt to gain unauthorized access to any portion or feature of the Web site, or any other systems or networks connected to the Web site or to AtomicUnit’s server, or to any of the services offered on or through the Web site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Web site or any network connected to the Web site, nor breach the security or authentication measures on the Web site or any network connected to the Web site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Web site, or any other customer of AtomicUnit or Apple, including any account not owned by you, or exploit the Web site or any Service or information made available or offered by or through the Web site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Web site. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper function of the Web site or any transaction being conducted on the Web site, or with any other person’s use of the Wew site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to AtomicUnit or impersonate any other individual or entity. You may not use the Web site or any Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of AtomicUnit or others.

Privacy

AtomicUnit’s Privacy Policy applies to use of this Web site, and its terms are made a part of this Agreement by this reference. To view AtomicUnit’s Privacy Policy, click here. Further, You acknowledge and agree that Internet transmissions are never completely private or secure even when using this Web site and that any message or information You transmit to the Web site may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Disclaimer of Warranties

ATOMICUNIT DOES NOT WARRANT THAT THE WEB SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE WEB SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS, OR PROVIDE SPECIFIC RESULTS. YOU AGREE THAT YOUR USE OF THE WEB SITE IS "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY WHATSOEVER. ATOMICUNIT CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB SITE AND SERVICES IS WITH YOU.

Limitation of Liability

IN NO EVENT WILL ATOMICUNIT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY ATOMICUNIT UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF ATOMICUNIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE AGGREGATE LIABILITY OF ATOMICUNIT UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY ATOMICUNIT UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID TO ATOMICUNIT BY USER UNDER THIS AGREEMENT.

The foregoing disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Indemnity

You agree to indemnify and hold AtomicUnit, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against AtomicUnit by any third party due to or arising out of or in connection with your use of the Web site or breach of this Agreement.

Remedies

AtomicUnit may disclose any information it has about you (including your identity) if it is determined that such disclosure is necessary in connection with any investigation or complaint regarding Your use of the Web site, or to identify, contact or bring legal action against anyone causing injury or damages to AtomicUnit’s rights or property, or the rights or property of other users of the Web site. AtomicUnit reserves the right to disclose any information that it deems necessary to comply with any applicable law, regulation, legal process or governmental request. AtomicUnit may also disclose Your information when it determines that applicable law requires or permits such disclosure, or for fraud protection purposes.

You acknowledge and agree that AtomicUnit may retain any transmittal or communication by You with the Web site, and may also disclose such data if required to do so by law or AtomicUnit determines that such disclosure is reasonably necessary to (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any data violates the rights of others, or (4) protect the rights, property or personal safety of AtomicUnit or the public.

You agree that AtomicUnit may, in its sole discretion and without prior notice, terminate your access to the Web site and/or block access to the Web site if it determines that you have violated this Agreement or other agreements which may be associated with your use of the Web site. You also agree that AtomicUnit may also, in its sole discretion and without prior notice, terminate Your access to the Web site, for cause or mutual agreement, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) Your request, (3) discontinuance or material modification of the Web site or any Service offered on or through the Web site, or (4) unexpected technical issues or problems. The remedies provided for herein are in addition to any other remedies AtomicUnit may have at law or in equity. All remedies available to AtomicUnit for one or more breaches by You are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies.

Governing Law; Dispute Resolution

The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by and enforced in accordance with the internal laws, and not the law of conflicts, of the state of Florida applicable to all agreements made and to be performed in such state. The Parties hereto agree that all actions and proceedings relating directly or indirectly hereto shall be litigated in any state court or federal court located in Palm Beach County Florida, and the Parties hereto expressly consent to the jurisdiction of any such courts and to venue therein. In the event that AtomicUnit brings an action to enforce the terms of this Agreement, AtomicUnit shall be entitled to recover its attorneys fees and costs.

Void Where Prohibited

AtomicUnit administers and operates the www. iReconcile.com Web site from its location in Palm Beach County Florida USA. Although the Web site is accessible worldwide, not all features, products or Services offered through or on the Web site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Any offer, feature, product or Service made on the Web site is void where prohibited. If you choose to access the Web site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable laws.

Miscellaneous

You acknowledge and agree that the Web site Content and related products from AtomicUnit are subject to the provisions of the United States Export Administration Act of 1979, as amended, Title 50 of the United States Code Appendix 2401 et seq. and Administrative Regulations promulgated thereunder by the U.S. Department of Commerce. You agree that the neither the Web site Content nor any related products from AtomicUnit will be shipped, transmitted or otherwise exported.

AtomicUnit will not accept any counter-offers to this Agreement, and all such counter-offers are hereby rejected in their entirety.

No delay or omission by AtomicUnit to exercise any right or power occurring upon any noncompliance or default by You with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof nor shall any course of conduct between AtomicUnit and You or any other party be deemed to modify any provision of this Agreement or shall not be interpreted or construed to confer any rights or remedies on any third parties.

Feedback and Information

Any feedback you provide at this Web site shall be deemed to be non-confidential. AtomicUnit reserves the right to freely use such information on an unrestricted basis.

The information contained in this Web site is subject to change without notice.

Copyright © 2009 AtomicUnit Software, LLC. All rights reserved.

PO Box 6212, Delray Beach, FL 33482