Master Financial Services Agreement

Last Updated: 7/25/2025

This Master Financial Services Agreement (the “Agreement”) is entered into by and between Tops Software of Florida, LLC d/b/a Enumerate, formerly Sharma & Associates (“Enumerate”), and the entity agreeing to these terms (“Customer”) and is effective as of the Effective Date of the applicable Order Form (the “Effective Date”).

1. Provision of Services. Enumerate will provide Customer with certain base financial services (the “Base Services”), as  set forth on Exhibit A to this Agreement.  Further, Customer may request that Enumerate provide certain additional financial services, as set forth on Exhibit A (the “Additional Services”).  Enumerate will provide Customer with the Base Services and any selected Additional Services identified in an Order Form for the fees set forth on the Order Form executed by the Parties in accordance with this Agreement (collectively the “Services”). Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer correspondence or order documentation will be incorporated into or form any part of this Agreement or any Order Form, and all such terms or conditions will be null, unopposable and void.

2. Services Change.  Enumerate reserves the right to discontinue. modify and/or replace any Services subject to thirty (30) days’ prior written notice (electronic notice, in-app notice and “click through” notice acceptable).

3. Customer Feedback and Usage Data. Customer may elect to provide Enumerate with suggestions, enhancement requests, recommendations and other feedback concerning the Services (the “Customer Feedback”).  Customer hereby assigns and agrees to assign all Customer Feedback to Enumerate without lien or encumbrance and agrees that Customer Feedback will be the sole property of Enumerate and that Enumerate may use Customer Feedback in its discretion without obligation to Customer.

Enumerate may also collect certain information in connection with Enumerate’s provision of and Customer’s use of and access to the Services, such as access records, date and time stamps, transaction and activity records, and system performance data (“Usage Data”).  Enumerate may use Usage Data to, among other things, deliver and manage its products and services, perform maintenance and support, and develop, test, and improve the Services and other Enumerate products and services, and generate statistical data about usage of Services or other of its products and services.  As between Enumerate and Customer, Enumerate owns the Usage Data.

4. Customer Data. “Customer Data” shall mean all information uploaded into the Services or otherwise provided, or made available by or on behalf of Customer, including data about Residents (as defined in Exhibit A), to Enumerate in connection with Enumerate’s provision of the Services.  As between Enumerate and Customer, Customer is and will remain the owner of all Customer Data and such information is considered the confidential information of Customer.  Subject to the terms and conditions of this Agreement, Customer hereby grants Enumerate a limited, non-exclusive license to access, use, store, manage and process the Customer Data as necessary to provide the Services to Customer during the Term.  For the avoidance of doubt, Customer Data does not include any aggregated de-identified or technical data related to Customer’s access to or use of the Services which may be used by Enumerate to manage and improve the performance of its services, for statistical analysis and for research and development purposes, provided that such data will not incorporate any Customer Data or Confidential Information of Customer in a form that could serve to identify Customer’s Residents or any other individual.  

5. Data Privacy Policy.  Customer agrees to comply with the Enumerate Privacy Policy, as may be updated or amended from time to time, located at https://goenumerate.com/privacy-policy/.

6. Brand License. During the Term of the Agreement, Customer hereby grants to Enumerate a limited, revocable, non-exclusive, royalty-free and non-transferable license to use Customer’s trademarks and logos in order for the Services to be branded with Customer’s branding and trademarks.  Enumerate may also use Customer’s trademarks and logos in providing references, advertising and in the creation of case studies or similar materials.

7. Fees and Payment.

7.1 Fees. In consideration of the Services, Customer shall pay Enumerate the fees described and set forth on the Order Form (“Fees”).  The Fees are not subject to change during the Initial Term except as follows: (a) if the Payment Processor(s) (as defined below) or related card networks increase their fees, Customer’s fees may be increased in the next billing cycle.  After the Initial Term, Enumerate may increase the Fees as follows: (a) annually; or (b) if the Payment Processor(s) (as defined below) or related card networks increase their fees, Customer’s fees may be increased in the next billing cycle.

7.2 Payment. Customer is hereby authorizing Enumerate to pay each of Enumerate’s invoices for Services via ACH from Customer’s bank account(s) without having to seek additional Customer (or any other entity or individual) approval to do so.  Fees shall be deemed undisputed unless Customer notifies Enumerate in writing within 10 days of the date of the applicable invoice, describing in reasonable detail the nature of the dispute, pays all undisputed amounts timely and cooperates in good faith to resolve such dispute as promptly as practical. Customer agrees to pay 1.5% per month interest on all invoices for which payment is not received within 30 days of its due date. Customer acknowledges and agrees that, in certain situations, Customer will be charged fees for the processing of ACH and credit card payments, if any, from its Residents (plus a 2.5% additional credit card fee in the case of credit card payment only). At all times, Customer shall promptly provide, maintain, and update Enumerate with Customer’s then-current bank and/or credit card account numbers and all other information necessary for Enumerate to electronically withdraw funds from such bank account or charge such credit card account. In the event that either form of automatic payment is not honored or is declined, upon Enumerate’s demand Customer will immediately pay all amounts owed by immediately-available, certified or bank funds. If any undisputed amount is unpaid by more than 10 days past the due date, Customer may be subject to a finance charge payable to Enumerate of the lesser of 18% per annum or the maximum rate allowable per applicable law on all such past due amounts and Enumerate may, without limitation of Enumerate’s other rights or remedies, suspend its provision of the Services to Customer on ten (10) days’ written notice to Customer.

7.3 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Enumerate’s income.

7.4 Additional Charges. If Enumerate incurs additional expenses as a result of Customer’s failure to provide Enumerate with the information needed in order for Enumerate to perform the Services on a timely basis, or if Enumerate incurs travel, shipping, living expenses for out-of-town work, or other necessary resources, materials, and supplies in providing Services to Customer, Customer agrees to reimburse Enumerate for the actual amount of such expenses.

7.5 Non-cancelable and Non-refundable.  Except as specifically set forth herein or in the applicable Order Form, all payment obligations under any and all Order Forms are non-cancelable and all payments made are non-refundable. Purchases on Order Forms may not be decreased during the applicable Term.

8. Term; Termination.

8.1 Term. The initial term of this Agreement  shall commence on the Effective Date and remain in effect for the initial  term designated in the Order Form unless terminated earlier in accordance with this Agreement (the “Initial Term”). Therefter, the term of the Agreement shall automatically  renew for successive one (1) year renewal terms (each a “Renewal Term” and  together with the Initial Term the “Term”), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the end of the Initial Term or then-current Renewal Term.

8.2 Termination. Without limitation of its other rights or remedies, either Party may terminate this Agreement: (i) upon written notice to the other party if the other party ceases conducting business, dissolves, liquidates, winds down or becomes or declares insolvency or bankruptcy or is subject to similar proceedings; or (ii) upon a material breach of this Agreement by the other Party, which breach has not been cured within thirty (30) days following written notice of such breach from the non-breaching Party.  In the event this Agreement is terminated, all Order Forms are simultaneously terminated.  A termination of one Order Form will not constitute termination of any other Order Forms or this Agreement.

8.3 Effect of Termination. Upon and after the termination or expiration of this Agreement for any or no reason:  (a) Customer shall pay all amounts due through the effective date of termination and (b) Customer shall comply with Enumerate’s instructions as to disabling access to the Services. For the avoidance of doubt, Enumerate will have no responsibility for exporting Customer Data or any other Customer information upon termination. Any such Customer Data or other Customer information export prior to the termination date will be Customer’s sole responsibility and all related expenses will be born by Customer.  Except as required by applicable law, Enumerate shall be under no obligatioin to retain Customer Data post-termination.

Termination for any reason will not relieve Customer of the obligation to pay any fees accrued or due and payable prior to the effective date of termination.  In addition to the foregoing, upon early termination by Customer (which is not permitted) or termination by Enumerate for other material breach, Customer shall also pay Enumerate the total amount of monthly recurring revenue which would have been paid to Enumerate  had Customer fulfilled its financial obligations under the then current Order Form.  The Customer and Enumerate acknowledge and agree that the sums payable under the foregoing sentence shall constitute liquidated damages and not penalties and are in addition to all other rights of Enumerate.

Those provisions that by their express terms survive or which by their nature should survive, will survive the expiration or any termination of this Agreement.  Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party from any liability for breach of such party’s obligations under this Agreement.  Neither party will be liable to the other party for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party will be without prejudice to any other right or remedy of such party under this Agreement or applicable law.

9. Warranties. Each Party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with its terms. Customer represents and warrants on behalf of itself that it: (i) has all necessary rights to provide and upload its data and all Customer Data in connection with the Services without violating any duty of confidentiality, contractual obligation or applicable laws; and (ii) will not use, or permit the use of, the Services for illegal, fraudulent, or unethical purposes or otherwise in a manner that could give rise to civil or criminal liability.  Customer shall not make any warranties about the Services to its Residents.  EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 9, THE PARTIES DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, ENUMERATE MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR RESIDENTS OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT PROVIDED BY ENUMERATE, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY ENUMERATE, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.

10. Indemnification.

10.1 Customer Indemnification. Customer shall indemnify, defend and hold harmless Enumerate and its officers, directors, employees and agents from any and all lawsuits, damages, liabilities, costs, charges, and expenses, including reasonable attorneys’ fees, arising from any  claims against Enumerate (i) alleging infringement, misappropriation, or other violation of a third party’s rights in or related to the Customer Data, documents or reports or the authorized use thereof, or any transaction relating thereto provided that there has not been any misuse or unauthorized access to such Customer Data by Enumerate, or (ii) arising out of or related to any breach by Customer of any of Customer’s covenants, representations, warranties or obligations hereunder; or (iii) the gross negligence or willful misconduct of Customer.

11. Limitation of Liability. IN NO EVENT WILL ENUMERATE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ENUMERATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT WILL ENUMERATE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, EXCEED THE AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT WITH RESPECT TO THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. Confidentiality.

12.1 Non-Disclosure. Each party agrees to regard and preserve as confidential all non-public information related to the business and activities of the other party or such party’s Residents, vendors, subcontractors or other third parties, which may be obtained by such party as a result of this Agreement (“Confidential Information”).  Each party agrees to hold the Confidential Information of the other in trust and confidence and shall not disclose such information to any person or entity, or use, directly or indirectly, any such information for its own benefit or the benefit of any other party. Even where disclosure is permitted, each party agrees to limit access to and disclosure of the other party’s Confidential Information to its employees, representatives, subcontractors and agents on a “need to know” basis only. Notwithstanding the foregoing, either party may disclose the other party’s Confidential Information pursuant to applicable law or regulation or compulsion of proper judicial or other legal process; provided, however, if permitted by applicable law, the disclosing party shall provide prompt notice of the same prior to such required disclosure such that the other party may seek a protective order or other appropriate remedy to safeguard, restrict or limit the disclosure of such Confidential Information and shall limit any disclosure ultimately required to such Confidential Information as required to be disclosed.

12.2 Exclusions. Information shall not be considered “Confidential Information” hereunder to the extent, but only to the extent that, such information (a) is or becomes publicly available through no fault, default or breach of or by the receiving party; (b) is or was rightfully acquired by the receiving party from an independent third party without restriction or obligation of confidentiality and without breach of any agreement or obligation or (c) is or was independently developed by the receiving party without use of Confidential Information of the other party.

12.3 Relief. In the event of a breach or threatened breach of either party’s obligations in this Section 12, the other party may suffer immediate and irreparable harm for which money damages may be difficult to calculate or provide inadequate compensation. Accordingly, each party will be entitled to seek an injunction, restraining order or other equitable relief to enforce compliance with the provisions of this Section 12; provided, however, that no specification herein of any particular legal or equitable remedy shall be deemed or construed to prohibit either party from seeking or obtaining any other remedy under this Agreement.

13. Security. Enumerate will maintain reasonably protective administrative, physical, and technical safeguards for the security and integrity of the Services and will comply with its security standards, as may be updated by Enumerate from time to time. Enumerate will respond to security incidents (meaning a breach of data integrity or a security compromise) using commercially reasonable efforts on a 24/7 basis and will endeavor to notify Customer of such incidents within twenty-four (24) hours of confirming an incident involving Customer Data and will thereafter continue to inform Customer about incident response activities at reasonable intervals until such incident is resolved.

14. Subcontractors/Partners. Enumerate may draw on the resources of (and subcontract to) third party contractors, subcontractors or other business partners, within or outside of the United States (each, an “Enumerate Vendor”) for internal, administrative and compliance purposes or in connection with the hosting or provision of the Services and other products and services to be provided by Enumerate pursuant to this Agreement.  Customer agrees that Enumerate may provide information, data and materials that it receives in connection with this Agreement (including Customer Data) to the Enumerate Vendors for such purposes. Further Customer understands and agrees that Enumerate may change or discontinue utilizing one or more Enumerate Vendors at any time without any notice to Customer.

15. Utilization of Payment Processors.

Enumerate utilizes third-party payment processing providers (“Payment Processors”) in the provision of its Services to Customers.  (Enumerate may bill and collect fees for such Payment Processors but Enumerate in no way provides Payment Processor services). Customer is hereby authorizing Enumerate to utilize its Payment Processors to provide the Services to Customer.  Customer is also hereby authorizing Enumerate to choose, in its sole discretion, which Payment Processor will provide the Services to Customer. Enumerate may change the Payment Processor being utilized to provide the Services to Customer at any time, in its sole discretion and without Customer’s prior written approval.

Customer is required to enter into a separate agreement setting forth the designated Payment Processor(s)’ terms and conditions.  In that regard, Customer hereby appoints Enumerate as its agent and attorney in fact for the sole purpose of allowing Enumerate to accept the applicable Payment Processor(s)’ terms and conditions on behalf of Customer, including accepting any additional terms and conditions in the future should the applicable terms and conditions be amended or if Enumerate changes Customer’s Payment Processor(s).  All of the Payment Processors’ terms and conditions can be viewed by going to Payment Services Agreement. If Customer has any questions regarding which Payment Processor(s) are being utilized by Enumerate to provide the Services to Customer, Customer may contact Enumerate via email at support@goenumerate.comor by calling 1-800-899-5689.If Customer requires Enumerate’s assistance with any Payment Processors, the parties may agree upon applicable professional services under a statement of work.

16. Relationship of Parties. Enumerate is an independent contractor and each party’s personnel are not employees or agents of the other party for federal, state, local or other tax purposes or any other purposes whatsoever. Personnel of one party have no authority to make representations, commitments, bind or enter into contracts on behalf of or otherwise obligate the other party in any manner whatsoever. Nothing in this Agreement will be construed or deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership, business entity of any kind, or constitute one party an agent of the other party.

17. Governing Law; Venue. This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to its conflict of laws provisions.  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof shall be governed by Delaware law.  The Parties agree that any such judicial proceeding shall be commenced exclusively in state or federal district court located in Florida. The parties agree unconditionally that they are personally subject to the jurisdiction of such courts and irrevocably waive any objection they may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum.

18. Compliance with Laws & Regulations. In the performance of obligations under this Agreement, each party shall comply with all applicable statutes, or ordinances, rules and regulations of any and all federal, state and municipal regulatory authorities, including all applicable state privacy and consumer protection statutes, ordinances, rules and regulations.  In addition, Customer shall comply with all applicable rules, guidelines and regulations of any industry regulatory bodies including, without limitation, the National Automated Clearing House Association.

19. Notices. All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given on the date sent if delivered in person, or by United States mail, certified or registered, postage prepaid, return receipt requested, or by e-mail with receipt confirmed or with a copy sent by mail, to the e-mail address and addresses for each party on the Order Form and to the attention of each party’s signatory to this Agreement.  Customer agrees that Enumerate may also send notices, demands or other communications to Customer via electronic notice (for example, via e-mail, in-app notice or “click through” notice). Each party may update its notices information by providing notice pursuant to this Section.

20. Assignment. Customer may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Enumerate.  Any attempted or purported assignment, transfer or delegation without required consent having first been obtained shall be null and void and a material breach of this Agreement.  Enumerate may assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement and any of its rights or obligations of this Agreement, Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

21. Miscellaneous. This Agreement contains the entire understanding of the parties and may be amended only by a writing signed by the parties.  This Agreement shall supersede any prior agreements between the parties in regard to the same subject matter for Services rendered after the Effective Date. Notwithstanding anything to the contrary, the parties expressly agree that the provisions of the Uniform Computer Information Transactions Act (UCITA), as may be enacted, amended, or modified by the various states, applicable as of the Effective Date or thereafter, shall not apply to this Agreement.  If any of the provisions of this Agreement are declared to be invalid, such provisions shall be severed from the Agreement and the other provisions hereof shall remain in full force and effect. The section headings used in this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement.

22. Force Majeure. Except for Customer’s payment obligations hereunder, neither Enumerate nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of such party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, pandemics, fires, acts of God, war, terrorism, and governmental action.

23. Fees. Customer shall pay on demand all of Enumerate’s attorney fees and other costs incurred by Enumerate in pursuing its rights and remedies under this Agreement, including but not limited to, collecting any unpaid fees, charges, penalties or other damages due to Enumerate from Customer under this Agreement.

24. Counterparts/Electronic copies. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument.  For purposes hereof, a facsimile or scanned and e-mailed copy of this Agreement, including the signature pages hereto, shall be deemed to be an original.