Effective Date: June 24, 2022

MyTaxApp (the "Platform") is online tax preparation offered by MyTaxApp, Inc. (the "Company") that allows tax professionals (Professionals) to prepare tax returns on behalf of their clients ("Clients") (Professionals and Clients referred to collectively as "Customers"). The Platform includes, without limitation, any software code or scripts supplied by the Company (Code), applications used to access the Platform (Applications), and Company Content (as defined below).

When you use the Platform, you enter into a binding contract ("Agreement") with the Company. If you are a Professional acting on your company's or Client's behalf, you accept these provisions on their behalf, and the term "you" will refer to you, your company or your client.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PLATFORM.

1. Agreement to Terms

You need to agree to these terms to use our services. By using the Platform, you are instructing us to use your data for purposes described in our Privacy Policy, consistent with applicable law. The Company and the Platform will not share your tax preparation data without your explicit consent, as required by law.

To access and/or use the Platform, you acknowledge and agree:

• To the terms and conditions of this agreement ("Agreement"), which includes:
  • The Company's Privacy Policy;
  • You are at least 18 years of age;
  • References to you, your or Customer in this Agreement include you and that entity;
  • You represent and warrant that you are an authorized representative
  • You are capable of forming a binding contract with the Company;
  • You agree to the provisions of this Agreement on such entity's behalf

2. Personal Information

Your rights and details about how we use personal information ("Personal Information") are included in the Company Privacy Policy. You should only provide us with Personal Information of others if you have received permission to do so.

You agree that Company may use and maintain your Personal Information according to Company's Privacy Policy and any changes published by Company.

To the extent we allow you to input Personal Information (as the term is defined under applicable law) about individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Privacy Policy.

3. Changes

Company may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications. We may modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions or discontinuance of the Platform.

In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.

4. Content and Data

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your "Content"). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio or video that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you're free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.

Customer retains any intellectual property rights that you have in your Content. By sharing your Content on the Service, you hereby grant Company a license to use your Content, as described in more detail below.

These licenses cover your Content to the extent your Content is protected by intellectual property rights.

• Scope. This license worldwide, non-exclusive, and royalty-free, which means there are no fees for this license.
• Rights. Company may host, reproduce, distribute, communicate, sublicense and use your Content, publish or publicly display Content you have made visible to others; and modify and create derivative works based on your Content.
• Purpose. This license is for the limited purpose of operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities.
• Duration. This license lasts for as long as your Content is protected by intellectual property rights.

Company may collect, derive or generate de-identified and/or aggregated data regarding your usage of or the performance of the Service, including data derived from your Content. Company will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving or marketing Company's products and services, including the Platform.

As between you and Company, Company and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.

5. Use and Compliance

Customer may access and use the Platform for your own internal, lawful and non-commercial purposes only.

• The Customer will be responsible for:
  • Complying with this Agreement;
  • Using the Platform only in accordance with this Agreement;
  • The legality of Personal Information and of the means by which Customer acquired such Personal Information;
  • Treating the Code as Company Confidential information not to be disclosed publicly and affording the Code the same protections you would provide to your confidential information; and
• Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer shall not, and will not permit or authorize its Users or third parties to:
  • Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
  • Post or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
  • Transmit any virus, trojan horse or other disruptive or harmful software or data;
  • Send any unsolicited or unauthorized advertising, such as spam;
  • Impersonate or misrepresent your affiliation with Company;
  • Resell, license or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop or application hosting service;
  • Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
  • Engage in unauthorized access, monitoring, interference with or use of the Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn't belong to you;
  • License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Platform (including the Code), or otherwise make the Platform available to any third party (e.g., as a service bureau);
  • Circumvent or disable any security or other technological features or measures of the Platform;
  • Use the Platform for general archiving or back-up purposes; or
• Customer represents and warrants that:
  • All registration information you submit to Company is truthful and accurate and you will maintain the accuracy of such information (including all billing information);
  • Your use of the Platform does not violate any applicable law or regulation;
  • You are in compliance and will remain in compliance with the terms of the current Privacy Policy in force as long as you use the Platform; and
  • You are not currently restricted from using the Platform.

Company respects the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.

Company may terminate your use of the Platform based on our reasonable suspicion that your activities, business, or products are objectionable or promote, support or engage in any of the prohibited uses described above.

Company may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Company or its customers or operate the Platform properly.

6. Account

To use the Platform, you must create a user account (Account). You agree to provide current, complete, true and accurate Account information, and to update this information should it change. You may be asked to choose a password and a username. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT OCCUR IN ASSOCIATION WITH YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU. You agree to notify Company immediately of any unauthorized use of your Account or any other breach of security and to provide properly documented evidence as requested by Company. You may not use anyone else's Account at any time and you may not allow anyone else to use your Account at any time. You agree that Company will not be liable for any loss you may incur as a result of someone else using your password or Account, either with or without your knowledge, and you further agree that you will be liable for losses incurred by Company or another party due to someone else using your Account or password. COMPANY RESERVES THE RIGHT TO TERMINATE OR SUSPEND YOUR ACCOUNT AND/OR ACCESS TO THE SERVICES AT ANY TIME, WITH NOTICE TO YOU FOR A VIOLATION OF THIS AGREEMENT. COMPANY ALSO RESERVES THE RIGHT TO CHANGE OR DISCONTINUE ANY SERVICE OR FEATURE PROVIDED BY THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, AT ANY TIME AND WITH NOTICE. YOU AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY SUCH TERMINATION, SUSPENSION, CHANGE OR DISCONTINUANCE, EXCEPT WHERE A CHANGE BREACHES THE TERMS AND CONDITIONS OF THIS AGREEMENT. In the event that your Account is terminated, suspended or canceled for cause, no refund will be granted and no other credits will be issued to you, and you will have no further access to your Account or the Platform.

7. Proprietary Rights

The Platform contains Company intellectual property including copyrighted material, trademarks, and other proprietary information of Company. You acknowledge and agree that Company and its licensors shall own and retain all proprietary rights in the Platform including all data, images, drawings, photographs, text, content, messages, profiles and any and all other material and information you see as part of the Platform (Company Content), including, without limitation, rights to the selection, coordination, arrangement and enhancement of such Company Content.

8. Payment and Cancellations

We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform), and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform. The Platform may have various service tiers, with each tier having specific Platform features and specific pricing. The features and fees for each tier will be presented at the time you subscribe to the Platform. You may change your pricing tier at any time prior to the end of the applicable subscription period.

Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. Company may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.

Your payment to Company will automatically renew at the end of the applicable subscription period, but you can cancel a subscription at any time. For subscription-based versions of the Services, Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.

9. Termination

This Agreement is effective until your subscription expires or you cancel your Account or Company terminates this Agreement (or your Account). Company may terminate this Agreement (and your Account) or suspend the Platform at any time at our discretion.

10. Effect of Termination

Upon expiration of your subscription or cancellation of your Account, or Company's termination of your Account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.

11. Survival

The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: "Your Personal Information," "Payment and Cancellations" (with respect to fees due and unpaid), "Content and Data," "Effect of Termination," "Disclaimers," "Limitation of Liability," "Indemnity Obligations," "Disputes" and "General Terms".

12. Communications

In order to properly support and serve you, we occasionally need to reach out and contact you and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such, you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform.

You will need to notify us of any changes to your contact details to ensure your preferences are updated.

13. Disclaimers

The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided "as-is," and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, data loss, merchantability or non-infringement, or any warranties with respect to the accuracy, reliability or availability of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the Platform, whichever is sooner.

14. Limitation of Liability

Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Company won't be responsible for any losses.

The total aggregate liability of Company and our third party providers, licensors, distributors or suppliers ("Related Parties") arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the Platform in the 12 months before the breach or (2) $100.

The Company and Related Parties won't be responsible for the following:

• loss of data, profits, revenues, business opportunities, goodwill or anticipated savings;
• indirect or consequential loss; or

The above limitations apply even if the Company and Related Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.

If you're legally exempt from certain responsibilities, including indemnification, then those responsibilities don't apply to you under this Agreement.

15. Indemnity Obligations

You agree to defend, indemnify and hold harmless Company and Related Parties along with each of its respective directors, officers, employees, agents, shareholders, licensors, parent companies, affiliates and representatives, from and against all claims, damages, obligations, losses, liabilities, costs and expenses (including without limitation reasonable attorneys fees) arising out of: (i) any violation of this Agreement; (ii) your violation of any third-party right, including without limitation any right of privacy or intellectual property right; or (iii) your violation of any applicable law, rule or regulation. Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Company in the defense of any claims.

16. Disputes

• Purpose. The term Dispute means any dispute, claim, or controversy between you and the Company or any of our Related Parties regarding the Platform, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Section (with the exception of the enforceability of the Class Action Waiver clause below). Dispute; is to be given the broadest possible meaning that will be enforced. If you have a Dispute with the Company or any Related Party or any of our or their officers, directors, employees or agents that cannot be resolved through negotiation within the time frame described in the Notice of Dispute clause below, other than those matters listed in the Exclusions from Arbitration clause, you and the entity that you have a Dispute with agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this Section, and not litigate any Dispute in court. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury. Any Dispute will be governed by the Limitation of Liability in provided in this Agreement.
• Exclusions from Arbitration. Either you or the Company can seek to have a Dispute resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or the Company may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a Claim in small claims court in the Superior Court of California, County of Los Angeles.
• Notice of Dispute. If you have a dispute with the Company or Related Party, you must send written notice to 290 E. Verdugo Ave., Suite 204, Burbank, CA 91502 to give the Company or Related Party you have a dispute with the opportunity to resolve the dispute informally through negotiation. You agree to negotiate resolution of the Dispute in good faith for no less than 60 days after you provide notice of the Dispute. If we or our affiliate you have a Dispute with does not resolve your Dispute within 60 days from receipt of notice of the Dispute, you, the Company or Related Party have a Dispute with may pursue your claim in arbitration.
• Class Action Waiver. Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis not and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action, unless both you and the entity with which you have a dispute specifically agree to do so in writing following initiation of the arbitration.
• Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or the entity you have a Dispute with elect to resolve your Dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association (AAA), www.adr.org, or JAMS www.jamsadr.com. The terms of this section govern in the event they conflict with the rules of the arbitration organization selected by the parties.
• Arbitration Procedures. Because the Platform provided to you by the Company concerns interstate commerce, the Arbitration Act (FAA) governs the arbitrability of all Disputes. However, applicable federal or state law may also apply to the substance of any Disputes. For claims of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes (Supplementary Procedures) shall apply including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA's Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with the entity you had a Dispute with as described above, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys; fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to the entity you have a Dispute with or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
• Location of Arbitration. You or the entity you have a Dispute with may initiate arbitration in either Los Angeles, California or the county in which you reside. In the event that you select the county of your residence, the entity you have a Dispute with may transfer the arbitration to Los Angeles, California in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.
• Severability. If any clause within this Disputes section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this section, and the remainder of this section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire section will be unenforceable, and the Dispute will be decided by a court and you and the entity you have a dispute with each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

17. General Terms

• Governing Law. California law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.
• Global Trade and Export Restrictions. You agree that you and anyone who uses the Platform, including the related website, online services and mobile application, are not prohibited from using the Platform under the laws and regulations of the U.S. or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department's list of Specially Designated Nationals or any other similar prohibition. You acknowledge that the Platform may be subject to restrictions under applicable U.S. export control laws and regulations. You agree that you will comply with these export control and sanctions laws and regulations and will not transfer or provide any part of the Platform, in violation of these laws and regulations, directly or indirectly.
• Entire Agreement: This Agreement, including without limitation the documents expressly incorporated by reference, constitute the entire agreement between you and the Company with respect to its subject matter. This Agreement supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and the Company with respect to its subject matter and you represent that you have not relied on any such communications in accepting this Agreement.
• Severability: If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, then the unlawful and/or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the other provisions will continue in effect.
• Assignment: Company may assign, sub-contract or otherwise deal with Company's rights and/or obligations under this Agreement, in whole or in part, upon thirty (30) days prior written notice. You may not assign, transfer or sublicense this agreement or any or all of your rights or obligations under this Agreement.
• Waiver: Company's failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Company of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Company.