Tax Software & Service Bureau Agreement (Office / EFIN)

This Agreement is entered between Tax Wallet Inc., a Florida corporation (Florida Document No. P23000077808) (“Service Provider,” “we,” “TaxWallet”) and the Company, a business existing under the laws of its state that is an approved Electronic Return Originator (ERO) holding a valid Electronic Filing Identification Number (EFIN).

Service Provider is in the business of tax software, service-bureau services, and information technology. This Agreement contains the Service Provider’s terms of engagement and, upon enrollment or use, is binding on the Company.

Service Provider grants the Company a limited, non-exclusive, non-transferable, revocable license to access and use the platform to prepare and e-file returns and serve the Company’s clients for the subscribed season/term.

Service Provider will provide professional services including installation, supervision, training where necessary, and support for the software during the season.

The Company must provide equipment meeting minimum requirements; if the software cannot install or function due to inadequate equipment, the Company must upgrade at its expense.

Provision of services is conditioned on timely payment and timely submission of documentation. Availability depends on government (IRS/state) timelines; specific dates cannot be guaranteed.

The Company represents it holds a valid EFIN and all required PTINs and state registrations, and will comply with IRS Publication 1345, Circular 230 (31 CFR Part 10), the Gramm-Leach-Bliley Act (15 U.S.C. §§6801–6809) and FTC Safeguards Rule (16 CFR Part 314), IRC §7216/§6713, and all applicable law.

The Company is responsible for the acts and omissions of its staff and for all activity under its credentials.

The Company agrees to use an Integrated Banking Partner provided or approved by Service Provider (including the official transmission tool “JADEE”/TaxWallet) for all financial transmissions associated with a tax return e-filed via Service Provider.

As required by law, the taxpayer must designate an account for Direct Deposit of the refund; the refund may not be deposited into the preparer’s or any third-party account. Breach permits Service Provider to limit or terminate services and impose additional fees.

If a Banking Partner rejects or denies the Company, Service Provider will offer an application to another affiliated processor. The Company acknowledges that Banking Partners and vendors impose their own fees under their own rules.

Software cost is set by the package selected at season enrollment, which designates included federal and state e-files; volume commitments or credits may yield a discount.

Fees incurred beyond included transmissions, and any other fees incurred during the season, are deducted weekly from the Company’s default or primary payment method, and may also be debited under the Company’s ACH Debit Authorization.

Installation and downloads are included; if physical media is requested, the shipping-and-handling fee shown in the Company’s order or account applies.

The Company agrees to pay a service fee per approved and funded financial transaction (refund transfers and advances).

The Company may elect an additional service fee (“Add-On Fee”) charged to its customers, which Service Provider collects on the Company’s behalf, holds, and applies first to upcoming-season renewals and any past-due or open invoices.

Any remainder is disbursed to the registered business owner by check or direct deposit on or about July 31 of the current season, provided the Company has furnished a signed W-9; Service Provider will issue a 1099 for amounts disbursed.

Only funded transmissions through April 15 of the current season are accountable for Add-On Fee payments. Electing an Add-On Fee forfeits promotional incentives on funded transactions through the applicable season date.

This Agreement renews automatically for the upcoming season each July 1, unless the Company delivers an official notarized termination letter with a photocopy of the registered owner’s ID no later than June 15 of the current season.

The Company agrees to a renewal fee payable from collected Add-On Fees, incentives, or the primary payment method on file.

Service Provider applies the Company’s accumulated incentives to renewals and past-due or open invoices; any remainder is disbursed to the registered owner on or about July 31.

A minimum of 60 funded financial transactions is required to participate. Incentive reports depend on Banking Partner and vendor data and may be released later than April 17. The Company forfeits incentives if it breaches this Agreement or declines to renew or terminates without proper cause.

Service Provider may terminate and impose fees for services rendered if the Company: (a) fails to comply with this Agreement; (b) discloses this Agreement to a third party in breach of confidentiality; or (c) creates reasonable grounds that continued service would breach professional rules of conduct binding in the industry. Service Provider may suspend immediately for nonpayment, fraud, or misuse.

The Company may terminate by certified written notice with the owner’s photo ID and valid cause, and remains liable for all fees incurred through approved termination.

The Company acknowledges that, upon signing and incurring any invoices, it is solely responsible for all open invoices if it cancels or forfeits this Agreement after 48 hours of completion. Absent proper notice, services continue and the Company is responsible for services rendered and fees incurred until the season ends.

Initiating a chargeback for validly incurred fees is a material breach. The Company is liable for the disputed amount, all associated bank and processor fees, and Service Provider’s reasonable recovery costs and attorneys’ fees.

The Company is liable for reversals, NSF events, and returned items on client payments processed through its connected merchant account (see Merchant Processing Addendum).

The Company will keep this Agreement and Service Provider’s materials confidential.

The Company represents it has no active agreement with another institution in the same line of business at signing and is in breach of no third-party agreement. The Company is solely responsible for, and will indemnify Service Provider against, any harm or loss to a third party arising from the Company’s breach of that third party’s rules.

The Company’s clients are the Company’s clients; the Company is the preparer of record and is responsible for its client engagement, including the Tax Preparation Engagement Agreement and IRC §7216 consents. TaxWallet processes client data on the Company’s behalf under the Data Processing Addendum (DPA).

To the maximum extent permitted by law, Service Provider’s total aggregate liability under this Agreement is limited to the greater of the fees the Company paid to Service Provider in the twelve (12) months preceding the claim or one hundred dollars (US$100), as in Section 11 of the Terms of Service. Service Provider is not liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits or government delays.

The Company will indemnify, defend, and hold harmless Service Provider and its officers and affiliates from claims, penalties, and costs (including reasonable attorneys’ fees) arising from the Company’s acts, omissions, breach, or client relationships.

Disputes are decided in court, not by arbitration. Disputes between the Company and Service Provider are not arbitrated. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws rules, and any dispute must be brought exclusively in the state courts of Miami-Dade County, Florida (Eleventh Judicial Circuit) or the U.S. District Court for the Southern District of Florida, Miami Division. The parties consent to personal jurisdiction there and waive all objections to venue, including forum non conveniens. The Company may bring claims only in its individual capacity, not as a plaintiff or class member in any class, collective or representative action, to the extent the law allows.

Before filing any claim, the Company must send a written Notice of Dispute to legal@taxwallet.ai and negotiate in good faith for 30 days, and any claim must be brought within one (1) year after it arises (Sections 13 and 14 of the Terms of Service).

The prevailing party is entitled to recover its reasonable attorneys’ fees, paralegal fees, expert fees and costs, at trial and on appeal, including fees on any motion to dismiss, transfer or stay; the specific fee-shifting in Section 16.3 of the Terms of Service also applies.

This Section matches Sections 15, 16 and 18.10 of the Terms of Service and Section 14 of the Service Access Agreement, and replaces the arbitration provision of the earlier version of this Agreement and any reference to the Arbitration Agreement & Class-Action Waiver for disputes between the Company and Service Provider.

JURY WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

This Agreement, with the incorporated Terms of Service, MPA, DPA, Billing & Refund Policy, ACH Debit Authorization, and any Personal Guaranty, is the entire agreement and supersedes all prior understandings; Section 15 of this Agreement and Section 18 of the Terms of Service control dispute resolution. Force majeure (including government, banking-partner, carrier, or infrastructure failures) excuses performance. If any provision is unenforceable, the remainder stays in effect. No waiver is implied by delay. Service Provider may update this Agreement prospectively with email or in-app notice; continued use constitutes acceptance.

This Agreement may be executed electronically at www.taxwallet.ai or at the Service Provider’s offices, and electronic acceptance or continued use constitutes execution under the ESIGN Act (15 U.S.C. §7001).

Tax Wallet Inc. — Partner & Compliance — support@taxwallet.ai

Legal notices: legal@taxwallet.ai. Tax Wallet Inc. will provide a mailing address for formal legal notice on request.