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Bates, Barksdale,  Ickert & Company  LLP's Terms and Conditions

Addendum

Overview

This addendum to the engagement letter describes our standard terms and conditions ("Terms and Conditions") related to our provision of services to you. This addendum, and the accompanying engagement letter, comprise your agreement with us ("Agreement"). If there is any inconsistency between the engagement letter and this Terms and Conditions Addendum, the engagement letter will prevail to the extent of the inconsistency.

For the purposes of this Terms and Conditions Addendum, any reference to "firm," "we," "us," or "our" is a reference to Bates, Barksdale, Ickert & Company LLP and any reference to "you," or "your" is a reference to the party or parties that have engaged us to provide services. References to "Agreement" mean the engagement letter or other written document describing the scope of services, any other attachments incorporated therein, and this Terms and Conditions Addendum.

Electronic Data Communication and Storage

In the interest of facilitating our services to you, we may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet, or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us. You consent to our use of these electronic devices and applications during this engagement.

Client Portals

To enhance our services to you, we will utilize ImagineShare, a collaborative, virtual workspace in a protected, online environment. ImagineShare permits real-time collaboration across geographic boundaries and time zones and allows Bates, Barksdale, Ickert & Company LLP and you  to  share  data, engagement  information,  knowledge,  and  deliverables  in  a  protected environment. In order to use ImagineShare, you may be required by the provider of ImagineShare to execute a client portal agreement and agree to be bound by the terms, conditions and limitations of such agreement. You agree that we have no responsibility  for the activities of ImagineShare and agree to indemnify  and hold us harmless with respect to any and all claims arising from or related to the operation of ImagineShare.

Bates,  Barksdale,  Ickert & Company  LLP is not a host for any of your information.  You are responsible  for  maintaining  your  own  copy  of  this information.  We  do  not  provide  back-up services  for any of your data or records,  including information  we provide to you. Portals  are utilized solely as a method of transferring data and are not intended for the storage of your information. Information on a portal may be deleted by Bates, Barksdale, Ickert & Company LLP. 

If you decide to transmit your confidential information to us in a manner other than a secure portal, you accept responsibility  for any and all unauthorized access to your confidential information.  If you request that we transmit confidential information to you in a manner other than a secure portal, you agree that we are not responsible for any liability, including but not limited to, (a) any loss or damage  of  any  nature,  whether  direct  or indirect,  that  may  arise  as a  result  of our  sending confidential information  in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

Third-Party Service Providers or Subcontractors

To enhance  our availability  to meet your  professional service  needs while maintaining  service quality  and timeliness,  we may use a third-party service provider  to assist us. This may include provision of your confidential information to the third-party service provider. We require our third­ party service providers to have established procedures and controls designed to protect client confidentiality  and maintain data security. As the paid provider of professional services, our firm remains  responsible  for  exercising reasonable  care in providing  such  services,  and  our  work product will be subjected to our firm's customary quality control procedures.

By accepting  the terms and conditions  of our engagement,  you are providing your consent and authorization  to disclose  your confidential information to a third-party  service provider, if such disclosure is necessary to deliver professional services or provide support services to our firm.

Independent Contractor

When providing  services to your company,  we will be functioning  as an independent  contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you.

Our  obligations   under  this  Agreement  are  solely  obligations   of  Bates, Barksdale,  Ickert  & Company  LLP,  and  no  partner,  principal,  employee or agent  of  Bates,  Barksdale,  Ickert  & Company  LLP shall be subjected  to any personal liability  whatsoever  to you or any person or entity.

Records Management

Record Retention and Ownership

We will return any original records and documents you provide to us on or before the conclusion of the engagement. Our copies of your records and documents are solely for our documentation purposes and are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations. You are responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to you by us. If we provide deliverables or other records to you via  an information  portal,  you must  download  this information  within 30 days. Professional standards preclude us from being the sole repository of your original data, records, or information.

Workpapers  and other documents created by us are our property and will remain in our control. Copies are not to be distributed without your written request and our prior written consent. Our workpapers will be maintained by us in accordance with our firm's record retention policy and any applicable legal and regulatory requirements. 

Our firm destroys workpaper files after a period of 5 years. Catastrophic events or physical deterioration may result in damage to or destruction of our firm's records, causing the records to be unavailable before the expiration of the retention period, as stated in our record retention policy.

Working Paper Access Requests by Regulators and Others

State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests also may arise with respect to peer review, an ethics investigation, the sale of your organization, or the sale of our accounting practice. If requested, access to such workpapers will be provided under the supervision of firm personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies.

If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable.  You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information.  If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

Summons or Subpoenas

All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis.

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing  so by applicable laws  or  regulations,  we agree to inform  you of such summons  or subpoena as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional  time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

Newsletters and Similar Communications

We may send newsletters, emails, explanations of technical developments  or similar communications to you. These communications are of a general nature and should not be construed as professional advice. We may not send all such communications to you. These communications do not constitute a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.

Disclaimer of Legal and Investment Advice

Our services under this Agreement do not constitute legal or investment advice unless specifically engaged  to provide  investment  advice in the Engagement Objective and Scope section of this Agreement. We recommend that you retain legal counsel and investment advisors to provide such advice. 

Referrals

In the course of providing  services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. We may identify professional(s)  or product(s) for your consideration. However, you are responsible  for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility  for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible  for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals  or products you may retain.

Brokerage, Investment Advisory or Cryptocurrency  Statements

If you provide our firm with copies of brokerage, investment advisor, or cryptocurrency statements and/or  read-only  access  to your  accounts,  we will  use the information  solely  for the purpose described in the Engagement Objective and Scope section of this Agreement. We will rely on the accuracy of the information  provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, investment activity, provide investment advice, or  supervise  the  actions  of  the  entity or  individuals  entering  into  transactions  or  investment activities on your behalf. We recommend that you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker or investment advisor.

Federally Authorized Practitioner - Client Privilege

Internal Revenue  Code §7525,  Confidentiality Privileges Related to Taxpayer Communication, provides a limited confidentiality privilege applying to tax advice embodied in taxpayer communications  with federally authorized tax practitioners in certain limited situations.

This privilege is limited in several important respects. For example, the privilege may not apply to your records, state tax issues, state tax proceedings, private civil litigation proceedings, or criminal proceedings.

While we will cooperate with you with respect to the privilege, asserting the privilege is your responsibility. Inadvertent disclosure of otherwise privileged information  may result in a waiver of  the  privilege.  Please  contact  us immediately  if  you  have  any  questions  or  need  further information about this federally authorized practitioner-client privilege.

Limitations on Oral and Email Communications

We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email.  Any advice or information delivered  orally  or  in  an  email (rather than  through  a memorandum  delivered  as  an  email attachment) will be based upon limited research and a limited discussion and analysis of the underlying  facts.  Additional  research  or  a more  complete review  of the facts may  affect  our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us. You accept all responsibility, except to the extent caused by our gross negligence or willful misconduct, for any liability, including  but  not  limited  to additional  tax, penalties  or  interest  resulting from  your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion  and (ii)  to instead rely on an oral or email communication.  The limitation  in  this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this service in a separate agreement.

Electronic Signatures and Counterparts

Each  party  hereto  agrees  that  any  electronic  signature  is  intended  to authenticate  a written signature, shall be valid, and shall have the same force and effect  as a manual signature.  For purposes hereof, "electronic signature" includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual signature affixed to a document, a signature incorporated into  a document  utilizing  touchscreen  capabilities, or a digital  signature.  Documents  may  be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

Conflicts of Interest

If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our firm or the ethical standards of our profession, we may be required to suspend or terminate our services without issuing our work product.

Mediation

If a dispute arises out of or relates to this Agreement, including the scope of services contained herein, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association ("AAA") under the AAA Accounting and Related Services Arbitration Rules and Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. The mediator will be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA. The mediation will be conducted in Commonwealth of Pennsylvania.

The mediation will be treated as a settlement discussion and, therefore, all discussions during the mediation will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs of legal representation shall be borne by the hiring party.

Limitation of Liability

BATES, BARKSDALE, ICKERT  & COMPANY LLP'S LIABILITY FOR ALL CLAIMS, DAMAGES, AND COSTS ARISING FROM THIS ENGAGEMENT IS LIMITED TO 1 TIMES THE TOTAL AMOUNT OF FEES PAID BY YOU TO BATES, BARKSDALE, ICKERT & COMPANY LLP  FOR  SERVICES RENDERED UNDER THIS AGREEMENT.

Limitation of Damages

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BATES, BARKSDALE, ICKERT & COMPANY LLP SHALL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE EVEN IF WE HAVE BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to indemnify, defend, and hold harmless Bates, Barksdale, Ickert & Company LLP and any of its partners,  principals, shareholders,  officers, directors, members, employees, agents or assigns with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of Bates, Barksdale, Ickert & Company LLP. 

Designation of Venue and Jurisdiction

In the event of a dispute, the courts of the state of Pennsylvania shall have jurisdiction, and all disputes will be submitted to the Commonwealth of Pennsylvania  which is the proper and most convenient venue for resolution.  We also agree that the law of the Commonwealth of Pennsylvania shall govern all such disputes.

Insurance

Bates, Barksdale, Ickert & Company LLP shall, during the term of the engagement and for 3 years after termination of same by either you or us, maintain in full force and effect, accountants' professional liability and cyber liability insurance coverage from an insurer or insurers licensed to conduct business  in the Commonwealth  of Pennsylvania.  As of the policy effective date, such insurer or insurers shall be rated A- (Excellent),  by A.M. Best with a Financial Size Category of Class VII or greater. Premiums for said insurance policy shall be paid by Bates, Barksdale, Ickert & Company LLP.

Upon your written request, Bates, Barksdale, Ickert & Company LLP shall furnish certificates of insurance for the required insurance coverage. Such certificate of insurance shall indicate the minimum limits of liability per claim and in the aggregate, as required by you.

Proprietary Information

You acknowledge that proprietary information, documents, materials, management techniques and other intellectual  property are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents or intellectual property we develop during this engagement  for your use shall belong to us, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential  and proprietary to us. Neither you, nor any of your agents, will copy, electronically store, reproduce or make available to anyone other than your personnel, any such documents. This provision will apply to all materials whether in digital, "hard copy" format or other medium.

Statute of Limitations

You agree that any claim arising out of this Agreement shall be commenced within 1 year of the delivery of the work product to you, regardless of any longer period of time for commencing such claim as may be set by law.  A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings  against Bates, Barksdale, Ickert & Company LLP.

Termination and Withdrawal

We reserve the right to withdraw from the engagement without completing services for any reason, including,  but not limited to, non-payment  of fees, your failure to comply with the terms of this Agreement,  or as we determine professional  standards  require.  If our work is suspended or terminated, you agree that we will not be responsible for your failure to meet governmental and other deadlines, or for any liability, including but not limited to, penalties or interest that may be assessed against you resulting from your failure to meet such deadlines.

If this Agreement is terminated before services are completed, you agree to compensate us for the services performed and expenses incurred through the effective date of termination.

Potential Impact of COVID-19 on Services

We and you acknowledge that governmental authorities may restrict travel and/or the movement of citizens due to the COVID-19 pandemic. In addition, we and you may restrict personnel from travel and onsite work, whether at a client facility or our facility. Accordingly, to the extent that the services described in this Agreement requires or relies on personnel to travel and/or perform work onsite,  we and  you  acknowledge  and agree that  the performance  of such  work  may be delayed, significantly  or indefinitely,  or may require modification.  We and you agree to provide the other  with prompt written notice in the event any of the services described  herein must be rescheduled, suspended, or modified. We and you also both acknowledge and agree that any delays or modifications  may increase the cost of the services. We will obtain your prior written approval for any increase in the cost of our services that may result from the impact of COVID-19 on our services. 

Force Majeure

Neither party shall be held liable for any delays resulting  from circumstances or causes beyond our reasonable  control, including, without limitation, fire or other casualty, act of God, strike or -·labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However,  no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.

Assignment

All parties acknowledge and agree that the terms and conditions of this  Agreement shall be binding upon and inure to the parties'  successors and assigns, subject to applicable laws and regulations.

Severability 

If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this Agreement.

Entire Agreement

This Agreement, including  this Terms and Conditions Addendum and any other attachments, encompass the entire agreement of the parties and supersedes all previous understandings and agreements  between the parties, whether oral or written. Any modification  to the terms of this Agreement must be made in writing and signed by both parties. This Agreement has been entered into solely between you and Bates, Barksdale, Ickert & Company LLP, and no third-party beneficiaries are created hereby.