Terms and Conditions

Services: TruePrep Inc.

(i) operates the website http://www.trueprep.ai,

(ii) automates the preparation of tax returns using computer vision models and exports that data into tax software, and (iii) allows users to search client data in a more powerful way (the "Services").

Initial Service Term: One (1) year, with the first seven (7) days from the Effective Date as a free trial.

Products

TruePilot advanced search - $100 per user per month which includes 100 tax return uploads per user

Additional uploads above 500 per user - $.50 per uploaded client per month (includes federal and state return)

SAAS SERVICES AGREEMENT

TruePrep Inc.

This SaaS Services Agreement ("Agreement") is entered into on this date, 2024 (the "Effective Date") between TruePrep Inc. with a place of business at 5340 Calzada Del Bosque, #273, Rancho Santa Fe, California 92067 ("Company"), and the Customer listed above ("Customer"). This Agreement includes and incorporates the above Order Form, as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the service level terms in Section 1.2 herein. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 The Services shall be available 95%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with standard industry practices.

1.4 The Company reserves the right to change, modify, or remove the contents of the Services at any time or for any reason at the Company’s sole discretion without notice. However, The Company has no obligation to update any information on its Services. The Company will not be liable to the Customer or any third party for any modification, price change, suspension, or discontinuance of the Services.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the "Policy") and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.4 By using the Services, the Customer represents and warrants that: (i) all registration information Customer submits will be true, accurate, current, and complete; (ii) Customer will maintain the accuracy of such information and promptly update such registration information as necessary; (iii) Customer has the legal capacity and Customer agrees to comply with this Agreement; (iv) Customer is not a minor in the jurisdiction in which Customer reside, (v) Customer will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (vi) Customer will not use the Services for any illegal or unauthorized purpose; and (vii) Customer’s use of the Services will not violate any applicable law or regulation.

2.5 If you provide any information that is untrue, inaccurate, not current, or incomplete, the Company has the right to suspend or terminate Customer’s account and refuse any and all current or future use of the Services (or any portion thereof).

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to the Services and Software, all improvements, enhancements or modifications thereto and all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.4 In the event that Customer possesses from any of its clients the authorizations, consents, or ability to login and retrieve such the client’s bank and brokerage documents and data from the relevant bank and brokerage websites using such client’s login credentials and personal information, then Customer, pursuant to the client’s use of such login credentials and personal information related to the Services, grants Company a limited and revocable right and license during this Agreement to use and disclose to its third party provider, as applicable, such clients’ login credentials and personal information only for the purpose of enabling Company to access and retrieve documents and data from such banks and brokerage firm websites and transmit such documents and data to Company, solely as necessary in order to provide the Services to Customer and enable Customer’s provision of services or offerings to such client. Any such login credential and personal information shall be protected by Customer as Customer Data in accordance with the terms of this Agreement. If Customer does not possess such rights, then Company shall have the responsibility to obtain such access directly from each of Customer’s clients to the extent necessary for Company to provide the Services directly to such clients.

4. PAYMENT OF FEES

4.1 The Company accepts all credit cards and ACH bank transfers as valid forms of payment. Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the "Fees"). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

4.3 The Company may offer a free trial to new users who register with the Services. For more information on free trials, please reference the Initial Service Term, or email the Company at contact@trueprep.ai (the "Free Trial Period"). . Following the conclusion of the Free Trial Period, Customer will have the option to discontinue the use of the Services without any charges if you opt out within seven (7) days post the Free Trial Period. To exercise this opt-out option, you must notify the Company by email at contact@trueprep.ai no later than the ninetieth (90th) day following the Free Trial Period. Failure to provide such notice within the specified timeframe will result in the automatic continuation of the Services and the initiation of the applicable fees as outlined herein.

4.4 All purchases for (or related to) the Services are non-refundable. Customer can cancel its subscription at any time by contacting the Company by mail at 5340 Calzada Del Bosque, #273, Rancho Santa Fe, CA 92067, United States. Customer’s cancellation will take effect at the end of the current paid term.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon seven (7) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.2 Company shall not be liable or responsible for Customer’s tax preparation or review. The Customer is solely responsible for any tax preparation or review and if the Customer provides any information or data that is untrue, inaccurate, not current, or incomplete, the Company (i) shall not be liable, and (ii) have the right to suspend or terminate the Customer’s account and refuse any and all current or future use of the Services (or any portion thereof).

7. INDEMNITY

The Customer agree to defend, indemnify, and hold the Company harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (i) use of the Services; (ii) breach of this Agreement; (iii) any breach of your representations and warranties set forth in this Agreement; (iv) the Customer’s violation of the rights of a third party, including but not limited to intellectual property rights; or (v) any overt harmful act toward any other user of the Services with whom the Customer connected via the Services. Notwithstanding the foregoing, the Company reserve the right, at the Customer’s expense, to assume the exclusive defense and control of any matter for which the Customer is required to indemnify the Company, and the Customer agrees to cooperate, at the Customer’s expense, with the Company’s defense of such claims. The Company will use reasonable efforts to notify the Customer of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

8. SOFTWARE

The Company may include software for use in connection with its Services. If such software is accompanied by an end user license agreement ("EULA"), the terms of the EULA will govern the Customer’s use of the software. If such software is not accompanied by a EULA, then the Company grants to the Customer a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with the Company’s services and in accordance with this Agreement. Any software and any related documentation is provided "AS IS" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Customer accepts any and all risk arising out of use or performance of any software. The Customer may not reproduce or redistribute any software except in accordance with the EULA or this Agreement.

9. PRIVACY POLICY

The Company cares about data privacy and security. Please review the Company’s privacy policy: https://www.trueprep.ai/privacy("Privacy Policy"). By using the Services, the Customer agrees to be bound by the Company’s Privacy Policy, which is incorporated into this Agreement. Please be advised the Services are hosted in the United States. If Customer accesses the Services from any other region of the world, Customer does so on Customer’s own initiative and Customer is solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Customer agrees that the Company may access, store, process, and use any information and personal data that the Company provides following the terms of the Privacy Policy.

10. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (III) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (IV) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. DISPUTE RESOLUTION

11.1 This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

11.2 If the parties are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded herein) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. The Customer’s arbitration fees and the Customer’s share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in San Diego County, California. Except as otherwise provided herein, the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

11.3 If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in San Diego County, California, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

11.4 In no event shall any dispute brought by either party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

11.5 The parties agree that any arbitration shall be limited to the dispute between the parties individually. To the full extent permitted by law, (i) no arbitration shall be joined with any other proceeding; (ii) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

11.6 The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (i) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (ii) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

12. CALIFORNIA USERS AND RESIDENTS

Customer may contact the Company by phone at (619) 259-0233, email at contact@trueprep.ai, or by mail to 5340 Calzada Del Bosque, #273, Rancho Santa Fe, CA 92067, United States. If any complaint with the Company is not satisfactorily resolved, the Customer can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

13. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

14. LOGO USAGE

The Client grants the Company a non-exclusive, royalty-free, worldwide license to use the Client’s name, logo, and trademarks in marketing materials, case studies, presentations, and on the Company’s website. This usage is solely for promotional purposes and does not imply endorsement of the Company’s products or services by the Client. The Company agrees to follow all reasonable usage guidelines provided by the Client regarding the use of their logo and trademarks.