TXF Intelligence Terms of Service

1. Definitions

1.1"Affiliate" means any entity that controls, is controlled by, or is under common control with a party.

1.2"AI-Assisted Output" or "Output" means any content, data, extraction result, classification, summary, recommendation, or other material generated by the TXF Services in response to Input, whether or not reviewed by a human.

1.3"Aggregate Data" means Client Data or information about Your use of the TXF Services that has been aggregated and/or de-identified such that it does not identify You, any Authorized User, or any individual or entity to whom the underlying data relates, and contains no personally identifiable information.

1.4"Authorized User" means an individual You permit to access the TXF Services under Your account, including Your employees, contractors, and personnel.

1.5"Client Data" means any data uploaded, entered, transmitted, or otherwise submitted to the TXF Services by You or Your Authorized Users, including source tax documents, financial documents, tax information, and personally identifiable information relating to Your clients.

1.6"Client Folder" means a work request created within the TXF Platform for the organization and processing of source documents relating to a single tax return for a single taxpayer for a single tax year, as further described in Section 13.2.

1.7"Credit" means the unit of consumption defined in Section 13.1.

1.8"Input" means any data, document, prompt, instruction, or other material You or Your Authorized Users submit to the TXF Services for processing.

1.9"Order Form" means any ordering document, quote, subscription agreement, in-platform purchase confirmation, or online checkout flow executed or completed by You that references these TXF Terms and specifies the Credits purchased, the Fees, and any applicable term.

1.10"TXF Intelligence" means Our artificial-intelligence-enabled tools and features made available within the TXF Platform, including document extraction, optical character recognition, classification, data interpretation, workflow automation, and user assistance functionality, whether powered by Our proprietary models or by third-party machine learning models, large language models, computer vision models, or other AI technologies.

1.11"TXF Platform" means the secure online portal through which the TXF Services are made available, including any application programming interfaces, integrations, and connectors We make available as part of the TXF Services.

1.12"TXF Services" means the TXF Platform and TXF Intelligence, collectively, together with any documentation, support, and updates We provide.

1.13"Tickmark Platforms" means the web- and mobile-based proprietary platforms owned or managed by Us that are distinct from the TXF Services, including the Taxfyle Platform and the Taxfyle Outsourcing Platform.

2. Acceptance, Structure, and Order of Precedence

2.1Acceptance and Authority. By accepting these TXF Terms, You represent and warrant that You have the legal capacity and authority to enter into this agreement, and that if You are accepting on behalf of a business entity, You are authorized to bind that entity.

2.2Order of Precedence. In the event of a conflict, the following order of precedence controls: (i) a written agreement executed by both parties that expressly supersedes these TXF Terms; (ii) the applicable Order Form; (iii) these TXF Terms; and (iv) any policy incorporated by reference under Section 2.4.

2.3Relationship to the Taxfyle Terms of Service. These TXF Terms govern the TXF Services only. If You separately access the Tickmark Platforms as a Taxfyle Customer or Third-Party Tax Professional, that access is governed by the Taxfyle Terms of Service, which is a separate agreement. Neither agreement incorporates the other. Where You use both, each agreement governs its own subject matter, and the Taxfyle Terms of Service controls with respect to any tax preparation, filing, bookkeeping, consultation, or referral services arranged through the Tickmark Platforms.

2.4Incorporated Policies. By agreeing to these TXF Terms, You agree to be bound by the Tickmark Privacy Policy, the Data Processing and Security Terms, and the Cloud Terms of Service, each as published and updated from time to time.

2.5Supplemental Terms. Supplemental terms may apply to particular features, betas, promotions, or integrations, and will be made accessible to You in connection with the applicable feature. Supplemental terms are in addition to, and deemed part of, these TXF Terms, and prevail over these TXF Terms in the event of a conflict with respect to that feature.

2.6Amendments. We may amend these TXF Terms from time to time. Amendments are effective upon Our posting of the updated TXF Terms at the URL where these TXF Terms are published, or upon such other notice as We may provide. By continuing to use the TXF Services following any amendment, You consent and agree to be bound by the TXF Terms as amended.

2.7Notices to Us. Notices to Taxfyle must be sent to: Attention: Taxfyle Legal, 2901 Florida Avenue, Coconut Grove, FL 33133, with a copy to support@txfplatform.com.

2.8Eligibility; Refusal of Service. We may, in Our sole discretion, refuse to provide the TXF Services to any person or entity, decline or cancel any registration or account, and change Our eligibility criteria at any time. We may condition access on verification of Your identity, professional credentials, firm affiliation, or preparer registration.

3. Scope of the TXF Services

3.1Subject to these TXF Terms and the applicable Order Form, We will make the TXF Services available to You and Your Authorized Users during the Subscription Term.

3.2The TXF Services automate and assist with the extraction, organization, classification, and interpretation of source tax documents, and may export extracted data to third-party tax preparation software.

3.3We will provide the TXF Services with reasonable skill and care. We do not guarantee uninterrupted or error-free access to the TXF Platform or its AI capabilities, and We reserve the right to modify, add, or discontinue any feature at any time. We may limit or restrict access to specific features in Our discretion based on usage patterns, system performance, security, or compliance considerations.

3.4No Service Level Commitment. Except as expressly set forth in an Order Form or a separately executed service level agreement, the TXF Services are provided without any uptime, availability, latency, throughput, or accuracy commitment.

3.5Support. We may use a variety of methods, including in-product messaging, email, chat, and telephone, to provide technical support in connection with the TXF Services. The terms governing support, which may require additional fees, are subject to change.

4. Use of AI Functionality

By accessing or using TXF Intelligence, You acknowledge and agree to the following.

4.1Probabilistic Nature. TXF Intelligence relies on artificial intelligence technologies that are inherently probabilistic. Output may be incomplete, inaccurate, mis-extracted, misclassified, outdated, or reflect bias. Output may differ between runs on identical Input. You are solely responsible for validating and verifying all Output before using or relying on it.

4.2Supplemental Use Only; Not Professional Advice. The TXF Services are a productivity tool. Output is designed to assist and must not replace the professional judgment of a qualified tax professional, advisor, or legal counsel. The TXF Services are not intended to provide, and are not a substitute for, legal, accounting, financial, tax, compliance, or other advisory services. All Output must be reviewed in consultation with Your professional advisors. We disclaim all responsibility for decisions made based on Output.

4.3Responsibility for Tax Preparation and Review. We are not liable or responsible for Your tax preparation, review, filing, or advisory work. You are solely responsible for the preparation, review, accuracy, completeness, and filing of any tax return, work paper, or other deliverable that incorporates Output, and for the professional and regulatory obligations attaching to that work. Ultimate responsibility for reviewing, validating, and submitting any tax return lies solely with You or Your licensed tax preparer.

4.4Human Review Required Before Filing. You agree to implement and maintain a human review process under which a qualified individual reviews Output against the underlying source documents before that Output is relied upon in a filed tax return or other client deliverable. You acknowledge that the TXF Services are not designed or offered as an unsupervised filing tool.

4.5User Responsibility for Input. You are solely responsible for all Input You provide and all Output and actions taken therefrom. You represent and warrant that You have all rights, consents, and legal authority necessary to submit Input into the TXF Services.

4.6Non-Exclusive Results. Due to the nature of AI systems, Output may not be unique, and other users may receive similar or identical results. Output is not guaranteed to be exclusive or proprietary to You.

4.7Third-Party Models. Certain features of TXF Intelligence are powered in whole or in part by third-party model providers and infrastructure. Section 11 governs those providers.

5. Client Data

5.1Ownership. You retain all right, title, and interest in and to Client Data, and in any data derived from Client Data that is provided back to You as part of the TXF Services. We claim no ownership of Client Data.

5.2Your Representations. You represent and warrant that:

(a) You have obtained all consents, authorizations, disclosures, and permissions required by applicable law or regulation for the submission and processing of Client Data through the TXF Services, including for the processing of Client Data by an artificial intelligence system and by Our third-party subprocessors;

(b) You are in compliance with the requirements of Section 7216 of the Internal Revenue Code and Treasury Regulations thereunder with respect to the disclosure and use of taxpayer information submitted to the TXF Services;

(c) Your use of the TXF Services complies with all applicable privacy, tax, data protection, and professional conduct requirements; and

(d) You have the legal authority to grant the licenses in Section 5.3 and Section 6.

5.3Authorized Processing. You grant Us a limited, non-exclusive, royalty-free, worldwide license during the Subscription Term to host, store, process, transmit, and display Input, Output, and Client Data solely to:

(a) process Your Input and generate corresponding Output;

(b) operate, maintain, secure, troubleshoot, and support the TXF Services;

(c) deliver responses and assistive functionality based on Your interactions with the TXF Platform; and

(d) maintain, develop, and improve the performance and reliability of the TXF Services, subject to Section 6.

5.4No Verification by Us. Our role is limited to processing Client Data based on Your Input and configurations. We do not independently verify the accuracy, completeness, or legality of Client Data submitted by You.

5.5Accuracy of Registration Data. You represent that all registration and account information You submit is true, accurate, current, and complete, and You will promptly update it as necessary. If You provide information that is untrue, inaccurate, not current, or incomplete, We may suspend or terminate Your account and refuse any current or future use of the TXF Services.

5.6No Competitive Purpose. You represent and warrant that You are not, and are not acting on behalf of, at the direction of, or for the benefit of, a competitor of Ours or a developer of any product or service that competes with the TXF Services, and that You are subscribing to and using the TXF Services solely for Your own internal business purposes. You will notify Us promptly if this representation ceases to be accurate.

6. Use of Data, Aggregate Data, and Feedback

6.1Model Training and Improvement. We reserve the right to use Input, Output, and Client Data to improve the accuracy and performance of the extraction and other features You use within the TXF Services, including through the training, testing, and evaluation of Our underlying models.

6.2Data Deletion. Nothing in Section 6.1 limits Your rights under Section 12.4. Upon termination or upon Your written request, Client Data will be deleted or returned in accordance with Section 12.4. Deletion applies to Client Data held in Our systems. It does not require Us to retrain, reverse, or otherwise modify any model that was previously trained or improved using that data, and does not affect Aggregate Data.

6.3Aggregate Data. We may aggregate and de-identify Client Data and information relating to the provision, use, and performance of the TXF Services to create Aggregate Data. We may use and disclose Aggregate Data during and after the Subscription Term to analyze, develop, test, improve, support, and operate the TXF Services, to develop new products and services, and to generate industry benchmarks, best-practice guidance, recommendations, and similar reports. We own all right, title, and interest, including all intellectual property rights, in and to Aggregate Data. Aggregate Data contains no personally identifiable information and does not identify You, any Authorized User, or any individual or entity to whom the underlying Client Data relates.

6.4Feedback. If You provide reports, comments, suggestions, ideas, or other feedback regarding the TXF Services ("Feedback"), You do so voluntarily and without expectation of compensation. You grant Us a worldwide, irrevocable, transferable, sublicensable, perpetual, fully paid-up, royalty-free license to use Feedback to improve Our products, develop new products, and for any other purpose. Feedback is not held in confidence. You represent that You do not and will not claim any ownership interest in Feedback.

6.5Relationship to Tickmark Platform Data Rights. For the avoidance of doubt, this Section 6 governs data submitted to the TXF Services under these TXF Terms. It does not govern, expand, or limit Our rights with respect to data submitted to the Tickmark Platforms, which are governed by the Taxfyle Terms of Service.

7. Account Security and Customer Obligations

7.1Credentials. Access credentials for the TXF Platform are confidential and issued for the use of a single Authorized User. You and Your Authorized Users must not share, disclose, distribute, or otherwise make credentials available to any other individual or entity.

7.2Responsibility for Account Activity. You are responsible for maintaining the security of Your credentials, and You are fully responsible and liable for all activity conducted through Your account and the accounts of Your Authorized Users, whether authorized or unauthorized.

7.3Security Precautions. You agree to take reasonable security precautions to protect credentials associated with Your use of the TXF Services, at least as great as the precautions You take to protect Your own financial accounts and in no event less than a reasonable and prudent standard of care. You are responsible for password, data, file, device, and network security on Your side, including maintaining an active firewall, anti-virus, and anti-malware protection.

7.4Notification. You must notify Us immediately at support@txfplatform.com upon becoming aware of any unauthorized access to Your account, any unauthorized use of credentials, or any suspected data breach affecting Client Data.

7.5Equipment. You are responsible for obtaining and maintaining all equipment and ancillary services needed to connect to and use the TXF Services, including hardware, software, operating systems, networking, and internet connectivity, and for the security of that equipment.

7.6Authorized Users. You are responsible for ensuring that each Authorized User complies with these TXF Terms. Any act or omission by an Authorized User that would breach these TXF Terms is deemed Your breach.

7.7Updates. The TXF Platform may be updated periodically with tools, utilities, improvements, third-party applications, or general updates. You agree to receive these updates.

8. Restrictions and Acceptable Use

8.1General Restrictions. You will not, and will not permit any third party to:

(a) provide access to the TXF Services to any third party except Authorized Users as permitted by these TXF Terms;

(b) reproduce, modify, copy, deconstruct, decompile, disassemble, reverse engineer, translate, or create derivative works based on the TXF Services, or attempt to discover the source code, object code, underlying structure, ideas, know-how, algorithms, model weights, or prompts of the TXF Services;

(c) sell, resell, rent, lease, sublicense, distribute, trade, or otherwise transfer any aspect of the TXF Services;

(d) use the TXF Services for timesharing or service bureau purposes, or remove any proprietary notices or labels;

(e) make the TXF Services available on any file-sharing or application-hosting service;

(f) attempt to replicate the TXF Services in any way;

(g) access the TXF Services through automated or non-human means, including by bot or script, except through APIs We make available for that purpose;

(h) engage in any fraud or misrepresentation through Your use of the TXF Services; or

(i) perform any penetration test, vulnerability scan, or other security analysis of the TXF Services without Our prior express written approval.

8.2Competitive Use, Benchmarking, and Publication.

(a) You will not use the TXF Services, or any Output, to develop, train, fine-tune, evaluate, benchmark, or improve any artificial intelligence or machine learning model, algorithm, product, or service that competes with the TXF Services.

(b) You will not publish, disclose, or otherwise make available to any third party any benchmark, performance test, accuracy evaluation, comparative analysis, screenshot, or review of the TXF Services, or any information regarding their features, functionality, performance, or pricing, without Our prior written consent. This subsection is in addition to Your obligations under Section 10.

(c) Nothing in this Section prevents You from evaluating the TXF Services internally for the purpose of Your own procurement or vendor-selection decisions, provided that You do not publish or disclose the results and do not share them with any competitor of Ours.

8.3Derivative Works. You will not create derivative works of the TXF Services. You assign to Us all right and ownership in any derivative work of the TXF Services that You create.

8.4Prohibited AI Conduct. You will not use TXF Intelligence to:

(a) generate or disseminate false, misleading, harmful, or unlawful content;

(b) upload or process data of individuals or entities without lawful authority or consent;

(c) submit confidential, proprietary, or restricted data in violation of law or contract;

(d) attempt to reverse engineer, extract, or probe the underlying models, weights, prompts, or source code; or

(e) use Output to make or materially inform decisions about individuals in areas including creditworthiness, employment, insurance, housing, education, or legal matters.

8.5Prohibited Content. You will not use the TXF Services to upload, transmit, or process content that is illegal, fraudulent, defamatory, obscene, threatening, abusive, harassing, or that impersonates another person or falsely represents Your identity or qualifications or Your authority to act on behalf of a third party; or any virus, worm, Trojan horse, or other disruptive or harmful code.

8.6Compliance and Monitoring. You represent, covenant, and warrant that You will use the TXF Services only in compliance with these TXF Terms, Our then-current published policies, and all applicable laws and regulations. Although We have no obligation to monitor Your use of the TXF Services, We may do so, and may prohibit any use We believe may be, or is alleged to be, in violation of these TXF Terms.

8.7Export Control. You acknowledge that the TXF Services may include U.S. technical data subject to export control laws and regulations administered by the United States government. You represent and warrant that You will comply with those laws and will not export or re-export any part of the TXF Services, directly or indirectly, in violation of them. You represent that You are not located in a country subject to a U.S. Government embargo or designated as terrorist-supporting, and are not listed on any U.S. Government list of prohibited or restricted parties.

8.8Consequences of Misuse. Misuse of the TXF Services, including any breach of this Section 8, may result in immediate suspension or termination of access under Section 14.

9. Intellectual Property and License Grant

9.1License to You. Subject to these TXF Terms, Your payment of applicable Fees, and Your compliance with Your obligations, We grant You a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the TXF Services during the Subscription Term solely for Your internal business purposes as described in these TXF Terms.

9.2Our Ownership. The TXF Services are protected by copyright, trade secret, patent, and other intellectual property laws. We and Our licensors own and retain all right, title, and interest in and to the TXF Services and all software, models, model weights, prompts, documentation, and technology comprising them, together with all improvements, enhancements, and modifications thereto and all intellectual property rights in any of the foregoing. You have no right, title, or interest in the TXF Services except the limited license expressly granted in Section 9.1. All rights not expressly granted are reserved.

9.3No Removal of Notices. You will not remove or alter any copyright or other proprietary notice included as part of the TXF Services.

9.4Logo and Marketing Usage. You grant Us a non-exclusive, royalty-free, worldwide license to use Your name, logo, and trademarks in marketing materials, case studies, presentations, and on Our website, solely for promotional purposes and without implying Your endorsement of Our products. We will follow all reasonable usage guidelines You provide. You may withdraw this license at any time by emailing support@taxfyle.com. Upon receipt of such notice, We will remove Your name, logo, and trademarks from future marketing materials within thirty (30) days of receipt; We are under no obligation to recall or modify materials already distributed or published before that date.

10. Confidentiality

10.1Mutual Obligation. Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party's business ("Proprietary Information"). Our Proprietary Information includes non-public information regarding the features, functionality, performance, models, and pricing of the TXF Services. Your Proprietary Information includes Client Data and non-public data You provide to enable Our provision of the TXF Services.

10.2Standard of Care. The Receiving Party agrees to take reasonable precautions to protect Proprietary Information and not to use it, except in performance of the TXF Services or as otherwise permitted herein, or divulge it to any third person.

10.3Exclusions and Term. The obligations in this Section do not apply to information after five (5) years following its disclosure, or to any information the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known to it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of the Disclosing Party's Proprietary Information, or (e) is required to be disclosed by law.

11. Third-Party Providers and Subprocessors

11.1Third-Party Infrastructure and Models. We use third-party infrastructure providers and third-party artificial intelligence model providers to deliver portions of the TXF Services. We select, add, replace, combine, and discontinue such providers and models in Our sole discretion. Providers with access to Client Data are bound by confidentiality, privacy, and data security obligations consistent with these TXF Terms.

11.2No Commitment to Any Particular Model or Provider. The models, model versions, model providers, and processing methods underlying TXF Intelligence may change at any time without notice to You. We make no representation, warranty, or commitment that any particular model, model version, provider, or processing method will be used, retained, or continued, and We reserve the right to introduce additional or alternative models and providers at any time. Output may vary as a result of such changes.

11.3Third-Party Features. Where a discrete feature is provided by an identified third party under its own terms of service, Your use of that feature is governed by and subject to those terms, which will be made available to You at the URL We designate and are incorporated herein by reference with respect to that feature.

11.4Disclaimer. We disclaim all responsibility for: the accuracy or security of outputs from third-party tools; compliance obligations relating to third-party providers; and any issue arising from integrations beyond Our control. Different terms of service and privacy policies may apply to third-party services, and We do not endorse them.

11.5Third-Party Software. Third-party devices and software may be subject to separate commercial terms and licenses, with which You must comply. We make no warranty concerning any third-party device or software.

12. Data Security, Retention, and Deletion

12.1Security Safeguards. We maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data, including Client Data processed through TXF Intelligence. No online system can be guaranteed to be one hundred percent secure.

12.2Communication Media. You acknowledge that the TXF Services rely on data communication media not under Our control and potentially vulnerable to data or security breaches, including networks used by Your carriers and databases and servers controlled by Your internet providers. We are not liable for such breaches. We disclaim all liability for identity theft and other adverse effects arising from the misuse of Your identity, credentials, or customer-established access controls by others.

12.3Retention. Unless otherwise required by law or specified in writing, We retain Client Data only for the time necessary to provide the TXF Services or as required by applicable retention policies.

12.4Deletion and Return. Upon Your written request, We will delete or return Client Data within a commercially reasonable period, subject to backup and legal retention obligations. Deletion requests may be subject to verification of requestor identity.

12.5Your Retention Obligation. You should retain Your own copies of all Client Data and Output. You are responsible for any lost or unrecoverable Client Data or Output.

12.6Security Incident Notification. We will notify You without undue delay after becoming aware of a security incident resulting in the unauthorized access to or disclosure of Client Data in Our custody, and will provide the information reasonably necessary for You to meet Your own notification obligations. Details are governed by the Data Processing and Security Terms.

13. Credits, Purchasing, and Payment

13.1Credits and Consumption

(a) Access to the TXF Services is consumed in units ("Credits"). Credits are consumed on a per-return basis: one (1) Credit is consumed upon the creation of a Client Folder within the TXF Platform, and each Client Folder corresponds to a single return for a single taxpayer for a single tax year, as set out in Section 13.2.

(b) A Credit is consumed at the moment the Client Folder is created, regardless of whether any document is subsequently uploaded to it, whether any Output is generated, whether any return is exported, or whether the Client Folder is thereafter used at all.

(c) Credits consumed are not restored if a Client Folder is deleted, archived, abandoned, duplicated in error, or left unused.

(d) You must have available Credits, or a valid payment method on file sufficient to purchase them, in order to create a Client Folder.

13.2Scope of a Client Folder

(a) Each Client Folder is created for, and licensed for use with respect to, a single tax return: one taxpayer, for one tax year (together, the "Designated Return"). The Designated Return of a Client Folder is fixed at creation and cannot be changed.

(b) You may upload documents to, generate Output within, and export from a Client Folder as many times as You require with respect to that Client Folder's Designated Return, including to correct, revise, amend, supersede, or re-export it. No additional Credit is consumed and no charge is assessed for such use.

(c) Using a Client Folder to prepare or export any return other than its Designated Return is misuse, and is subject to Section 13.7. This includes deleting, replacing, or overwriting the contents of an existing Client Folder and exporting from it a return for a different taxpayer, for a different tax year, or both.

(d) Credits are consumed on a per-return basis. Each taxpayer requires a separate Client Folder and a separate Credit, and each tax year for the same taxpayer requires a separate Client Folder and a separate Credit.

13.3Purchasing Credits

(a) Credits are purchased in batches through the TXF Platform. You must maintain a valid credit card or other electronic payment method on file in order to purchase Credits and to use the TXF Services.

(b) Per-Credit pricing is as displayed in the TXF Platform at the time of purchase and may be priced incrementally by batch volume. We may change pricing at any time. A change in pricing does not affect the price of Credits already purchased.

(c) You authorize Us to charge the payment method You have on file for the full purchase price of each Credit batch at the time of purchase, together with any applicable taxes.

(d) All Fees are exclusive of applicable taxes, levies, and duties imposed by governmental authorities, which are Your sole responsibility.

(e) Payments are processed by a third-party payment processor. Your use of that processor may be subject to its own terms.

13.4Trial Credits

(a) We may make three (3) Credits available at no charge to new customers for evaluation purposes ("Trial Credits").

(b) Trial Credits are subject to these TXF Terms in all respects. They are non-transferable, have no cash value, may not be exchanged for cash or applied against purchased Credits, and are consumed on the same basis as purchased Credits under Section 13.1.

(c) Trial Credits expire and are forfeited if unused within ninety (90) days of issuance.

(d) We may limit Trial Credits to one allotment per customer, entity, firm, or affiliated group, and may withhold, revoke, or decline to honor Trial Credits where We detect abuse, including the creation of multiple accounts to obtain additional Trial Credits.

13.5Non-Cancelable and Non-Refundable

Once purchased, Credits are non-cancelable and non-refundable, in whole or in part. Credits may not be exchanged for cash, transferred, resold, assigned, or applied to any account other than Yours. This applies regardless of whether Credits are consumed, regardless of Your satisfaction with the TXF Services, and regardless of termination or suspension of Your account under Section 14, except where a refund is required by applicable law.

13.6Expiration of Credits

(a) Purchased Credits expire twenty-four (24) months after the date of purchase if not consumed.

(b) Credits are consumed on a first-purchased, first-consumed basis, so that the oldest available Credits are applied first.

(c) Expired Credits are forfeited without refund, credit, or substitution.

(d) We will make Your Credit balance visible within the TXF Platform, and will provide notice within the TXF Platform not less than thirty (30) days prior to the expiration of any Credit batch.

13.7Misuse Charges

(a) What constitutes misuse. It is misuse of the TXF Services to prepare or export from a Client Folder any return other than that Client Folder's Designated Return. Misuse includes, without limitation, deleting, removing, replacing, or overwriting the documents in an existing Client Folder and exporting from that Client Folder a return for:

a taxpayer other than the Designated Return's taxpayer;

a tax year other than the Designated Return's tax year; or

both.

(b) Charge. Where We detect misuse under Section 13.7(a), We may charge You, for each return prepared or exported other than the Designated Return, an amount equal to the then-current per-Credit rate plus an overage fee of fifteen percent (15%). Credits are charged per return, and this Section applies to each such return separately.

(c) What is not misuse. For the avoidance of doubt, none of the following is misuse and none gives rise to a charge under this Section, provided it relates to the Client Folder's Designated Return:

exporting the Designated Return more than once, including re-export following a correction;

exporting an amended, superseding, or revised version of the Designated Return for the same tax year;

exporting federal and state or multi-state returns comprising the Designated Return; or

deleting and re-uploading source documents relating to the Designated Return.

(d) Billing. Charges under this Section are assessed to the payment method You have on file, or invoiced in accordance with Section 13.10, and are due immediately upon assessment. You authorize Us to charge that payment method for such amounts.

(e) Cumulative remedies. Charges under this Section are compensatory and are in addition to, not in lieu of, Our rights of suspension and termination under Section 14 and Our other rights and remedies at law or in equity.

(f) Monitoring. We may monitor and audit Client Folder activity, including document and export activity, for the purpose of identifying misuse under this Section.

13.8Payment Method and Failed Payments

(a) You are responsible for keeping a valid, current payment method on file and for updating it promptly upon expiration or replacement.

(b) If a charge to Your payment method fails, We may retry the charge, suspend Your access to the TXF Services until the amount is paid, or both.

(c) Amounts that remain unpaid after fourteen (14) days from the date of a failed charge accrue a late fee of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, plus all expenses of collection.

13.9Billing Disputes

If You believe a charge is erroneous, You must notify Us in writing at support@taxfyle.com within thirty (30) days of the charge date. If no such notice is received within that period, the charge is deemed accurate and accepted, and You waive any right to dispute it.

13.10Invoiced and Contracted Customers

Where We have agreed in writing to invoice You rather than charge a payment method on file, the following apply in place of Sections 13.3(c), 13.8, and 13.9: all Fees are due upon invoicing; payment is remitted by electronic funds transfer using the instructions We provide; invoice errors must be raised in writing within thirty (30) days of the invoice date or the invoice is deemed accepted; payments made more than thirty (30) days after the invoice date accrue a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower, plus expenses of collection; and if any payment remains unpaid ninety (90) days after the invoice date, the entire outstanding balance becomes immediately due and payable. Sections 13.1, 13.2, 13.5, 13.6, and 13.7 apply to invoiced customers without modification.

13.11Third-Party Charges

You may be required to pay fees to others in connection with Your use of the TXF Services, including charges imposed by Your tax preparation or e-filing software, Your internet or mobile provider, and other third parties. It is Your responsibility to understand and pay those charges.

14. Term, Termination, Suspension, and Appeal

14.1Term. These TXF Terms commence when You first accept them or first access the TXF Services, whichever is earlier, and continue until terminated in accordance with this Section 14. Your ability to use the TXF Services depends on Your having available, unexpired Credits or a valid payment method on file with which to purchase them.

14.2Subscription Customers. Where You have executed an Order Form specifying a subscription term, that term applies and, unless the Order Form provides otherwise, automatically renews for an additional term of equal length, or one (1) year, whichever is shorter, at Our then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Email notice is acceptable.

14.3Termination and Suspension by Us. We may suspend, limit, or terminate the TXF Services in whole or in part, and/or terminate Your Order Form, immediately, with or without notice, if:

(a) You breach the Order Form or these TXF Terms, including any failure to timely pay Fees;

(b) You abuse or misuse the TXF Services;

(c) You violate any applicable law, regulation, or governmental directive;

(d) You engage in any act or omission harmful or potentially harmful to Us, Our systems, Our reputation, or any third party, including other users; or

(e) You become subject to bankruptcy, insolvency, receivership, assignment for the benefit of creditors, or similar proceedings, cease doing business, or acknowledge insolvency in any manner.

We may also suspend access in the event of system threats, platform abuse, security incidents, or emergency maintenance, with or without advance notice.

14.4Termination by You. You may terminate by providing written notice of non-renewal in accordance with Section 14.2, or as otherwise expressly permitted in Your Order Form.

14.5Effect of Termination. You will pay in full for the TXF Services through the last day on which they are provided. No refunds will be issued for Fees already paid, and any unconsumed Credits are forfeited without refund or substitution upon termination, whether termination is by You or by Us. You remain liable for any outstanding Fees, including any misuse charges assessed under Section 13.7. Upon termination We may delete Your account and, subject to Section 12.4, Client Data.

14.6Appeal. If You believe Your access was wrongfully terminated, You may submit an appeal to TXF Support for review.

14.7Legal Process. If We are served with civil, criminal, or administrative process relating to Your account or Client Data, We may take whatever action We deem reasonably necessary to comply, including suspending Your access to Client Data and the TXF Services. You will reimburse Us for all legal fees and costs We incur in connection with such process.

14.8Survival. The following survive termination regardless of cause: Sections 4, 5.1, 5.2, 6.3, 6.4, 8, 9.2, 9.3, 10, 12.3–12.5, 13.5, 13.6, 13.7, 13.9, 13.10, 14.5, 14.7, 15, 16, 17, 18, and 21, together with any accrued right to payment.

15. Disclaimer of Warranties

15.1YOUR USE OF THE TXF SERVICES AND ALL OUTPUT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS EXPRESSLY DESCRIBED IN THESE TXF TERMS, THE TXF SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TICKMARK, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS, AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM ERROR, NON-INTERFERENCE, DATA LOSS, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

15.2WE MAKE NO REPRESENTATION OR GUARANTEE REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF AI-GENERATED CONTENT. WE DO NOT WARRANT THAT THE TXF SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE TXF SERVICES ARE FREE FROM BUGS, VIRUSES, INTERRUPTION, THEFT, OR DESTRUCTION. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TXF SERVICES.

15.3WE DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT YOUR USE OF THE TXF SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LAW, RULE, REGULATION, PROFESSIONAL STANDARD, OR OTHER LEGAL OBLIGATION APPLICABLE TO YOU.

15.4YOU FURTHER ACKNOWLEDGE THAT:

(a) USE OF TXF INTELLIGENCE IS AT YOUR SOLE RISK;

(b) WE ARE NOT LIABLE FOR ANY ERROR IN A TAX FILING, ANY AUDIT, OR ANY FINANCIAL LOSS ARISING FROM RELIANCE ON OUTPUT, INCLUDING PENALTIES, INTEREST, OR REGULATORY ACTION;

(c) WE ARE NOT RESPONSIBLE FOR SYSTEM DOWNTIME, LATENCY, OR THIRD-PARTY SERVICE OUTAGES IMPACTING PERFORMANCE; AND

(d) ULTIMATE RESPONSIBILITY FOR REVIEWING, VALIDATING, AND SUBMITTING ANY TAX RETURN LIES SOLELY WITH YOU OR YOUR LICENSED TAX PREPARER.

15.5NO ADVICE OR INFORMATION PROVIDED BY US OR OUR EMPLOYEES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TXF TERMS. IF THE EXCLUSION OF IMPLIED WARRANTIES DOES NOT APPLY TO YOU, ANY IMPLIED WARRANTY IS LIMITED TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE TXF SERVICES, WHICHEVER IS SOONER.

15.6We Are Not a Tax Practitioner. We are not, and do not hold Ourselves out to be, a certified public accountant, an enrolled agent, a professional firm, or a tax preparation firm. We will not sign a tax return and are not the paid preparer of any return. We render no tax or accounting advice or opinions.

15.7IRS Circular 230 Notice. Nothing in Our communications with You, including any Output, content, email, website content, attachment, or accompanying material relating to any federal tax return, document, transaction, or matter, constitutes a "covered opinion" by Us as described in Treasury Department Circular No. 230.

16. Limitation of Liability

16.1NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT FOR BODILY INJURY OF A PERSON, WE SHALL NOT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE TXF SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE ACT GIVING RISE TO THE LIABILITY.

16.2BY WAY OF ILLUSTRATION AND NOT LIMITATION, TICKMARK, ITS AFFILIATES, SUPPLIERS, AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES ARE NOT LIABLE, UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR:

(a) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES;

(b) ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, MIS-EXTRACTION, OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY;

(c) LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, OR ANTICIPATED SAVINGS;

(d) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, OR SPYWARE;

(e) ANY MATTER BEYOND OUR REASONABLE CONTROL; OR

(f) ANY PENALTY, INTEREST, ADDITIONAL TAX, PROFESSIONAL SANCTION, OR REGULATORY ACTION ASSESSED AGAINST YOU OR YOUR CLIENT.

16.3THE LIMITATIONS IN THIS SECTION APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

17. Indemnification

17.1YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TICKMARK, ITS AFFILIATES AND SUPPLIERS, AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, LAWSUITS, LOSSES, CAUSES OF ACTION, DAMAGES, JUDGMENTS, LIABILITIES (ACTUAL OR CONTINGENT), FEES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES (COLLECTIVELY, "CLAIMS"), ARISING OUT OF OR RELATING TO:

(a) YOUR USE OF THE TXF SERVICES OR ANY OUTPUT, INCLUDING ANY TAX RETURN, WORK PAPER, ADVICE, OR DELIVERABLE THAT INCORPORATES OUTPUT;

(b) YOUR BREACH OF THESE TXF TERMS OR ANY ORDER FORM;

(c) YOUR BREACH OF ANY REPRESENTATION OR WARRANTY, INCLUDING THOSE IN SECTION 5.2 REGARDING CONSENTS, AUTHORIZATIONS, AND IRC SECTION 7216 COMPLIANCE;

(d) ANY CLAIM BY YOUR CLIENT OR ANY TAXPAYER WHOSE CLIENT DATA YOU SUBMITTED;

(e) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING INTELLECTUAL PROPERTY AND PRIVACY RIGHTS;

(f) YOUR NEGLIGENCE, MISCALCULATION, ERROR, OR PROFESSIONAL MISCONDUCT; AND

(g) ANY ACT OR OMISSION OF YOUR AUTHORIZED USERS.

17.2Control of Defense. We reserve the right, in Our sole discretion and at Your expense, to assume the exclusive defense and control of any Claim subject to this Section. You agree to cooperate, at Your expense, with Our defense of such Claims. We will use reasonable efforts to notify You of any Claim subject to indemnification upon becoming aware of it.

17.3Setoff. We have the right to set off any amount owed to You against any amount You owe Us as a result of Your indemnification obligations or otherwise.

18. Dispute Resolution

18.1Governing Law and Venue. These TXF Terms are construed in accordance with the laws of the State of Florida, without reference to Florida's choice of law statutes or decisions. Any claim or arbitration brought under these TXF Terms shall take place in Miami-Dade County, Florida.

18.2Waiver of Jury Trial. Taxfyle and You knowingly, voluntarily, and intentionally waive any right to a trial by jury with respect to any litigation, including any claim, counterclaim, crossclaim, or third-party claim, arising out of, relating to, under, or in connection with these TXF Terms, any matter contemplated by them, any statute, regulation, rule, ordinance, or common law, or the performance of any obligation under them.

18.3Informal Resolution and Mediation. All disputes between You and Us, however described, pleaded, or styled, including any dispute relating to any aspect of Your use of the TXF Services or any act or omission by Us (each, a "Dispute"), shall first be addressed through informal discussions. If informal discussions do not resolve the Dispute, the parties agree to submit it to binding mediation before a neutral mediator mutually selected by the parties, conducted in accordance with the rules and procedures of the American Arbitration Association ("AAA"). Costs of mediation are shared equally. Mediation shall occur prior to the commencement of any arbitration or other legal proceeding.

18.4Binding Individual Arbitration. If mediation fails to resolve the Dispute within thirty (30) days of its initiation, both parties agree to submit all Disputes to binding, confidential, individual arbitration before a single neutral arbitrator under the Federal Arbitration Act ("FAA"), conducted by the AAA under its Commercial Arbitration Rules and Mediation Procedures. If the AAA refuses or is unable to administer the arbitration, the arbitration shall be conducted by JAMS under its Comprehensive Arbitration Rules. The FAA, including all of its procedural and substantive provisions, and related federal decisional law, govern to the fullest extent possible.

18.5Exceptions to Arbitration. The following are not subject to Sections 18.3 and 18.4:

(a) any dispute seeking to enforce or protect, or concerning the validity of, either party's intellectual property rights;

(b) any dispute relating to or arising from allegations of theft, piracy, invasion of privacy, or unauthorized use or access;

(c) any claim for injunctive or other equitable relief; and

(d) any claim within the jurisdiction of a small claims court.

Nothing in this Section prohibits You from filing a complaint with any applicable governmental regulatory agency.

18.6Confidentiality of Proceedings. Except as specifically required by applicable law, the fact of, and all accompanying aspects of, any arbitration and the underlying Dispute shall remain strictly confidential as between the parties, their representatives, the arbitrator, and the AAA or JAMS.

18.7Class Action Waiver. You agree that Your personal and business financial information and that of Your clients is confidential and unique, and that You do not want such information revealed in a class or mass action. You agree not to combine or consolidate any Dispute with those of other users, and not to have any Dispute arbitrated or litigated jointly or consolidated with any other person's Dispute. Any Dispute brought by You must be resolved in a single matter involving only You. The arbitrator has no authority to join or consolidate Disputes of more than one person. You waive any right to bring a class action Dispute against Us.

18.8No Action Filed in Court. Except as permitted by Section 18.5, neither party shall file an action in any court against the other, and any such action filed in violation of this Section shall be dismissed in favor of arbitration. The parties recognize that such a breach causes damage, including attorneys' fees and costs incurred in compelling arbitration, which the breaching party will be liable to pay.

18.9Limitations Period. No Dispute brought by either party related in any way to the TXF Services may be commenced more than one (1) year after the cause of action arose.

18.10Attorneys' Fees and Costs. To the fullest extent permitted by law, in any action, arbitration, or proceeding arising out of or relating to these TXF Terms or the TXF Services, the prevailing party shall be entitled to recover all costs and expenses incurred, including reasonable attorneys' fees, court costs, arbitration fees, expert fees, and costs of enforcement, whether incurred before suit, at trial, on appeal, or in post-judgment proceedings.

19. Privacy and Electronic Communications

19.1Privacy Policy. Our collection and use of information in connection with the TXF Services is described in the Tickmark Privacy Policy, which is incorporated into these TXF Terms. You agree to the Privacy Policy and any changes published to it.

19.2Cross-Border Processing. We are a global company and may access or store personal information in multiple countries, including countries outside Your own, to the extent permitted by applicable law. The TXF Services are hosted in the United States.

19.3Electronic Communications. You consent to receive electronic communications from Us, including any information or notice We may be required by law to send You or that pertains to the TXF Services. We may provide such communications by email to the address You designate, by push notification, through the TXF Platform, by chat or messaging application, or by posting to a designated web page.

19.4Contact Information. You are responsible for keeping Your email address, mailing address, and telephone number current, and may update them through the TXF Platform or by emailing support@txfplatform.com.

19.5Other Offers. We may notify You about other Tickmark or third-party services, to which additional or supplemental terms and fees may apply.

20. Use of TXF Intelligence by Taxfyle and Its Personnel

20.1Our Own Use. You acknowledge that We and Our Affiliates use TXF Intelligence internally, including in connection with tax preparation, review, bookkeeping, and accounting-related engagements arranged through the Tickmark Platforms. In that context, We extract data from documents and information submitted by Taxfyle Customers on the Tickmark Platforms and may transmit that data to TXF Intelligence for organization and preparation, and Third-Party Tax Professionals and Our personnel may use TXF Intelligence in performing such engagements. That use is governed by the Taxfyle Terms of Service, not by these TXF Terms.

20.2No Change to Allocation of Responsibility. Our internal use of TXF Intelligence does not: (i) make Us the preparer of any tax return; (ii) transfer to Us any responsibility for the accuracy, completeness, or review of Output; or (iii) create any warranty, representation, or guarantee regarding Output that is not expressly stated in these TXF Terms. Where Output is generated in connection with an engagement arranged through the Tickmark Platforms, the Third-Party Tax Professional operating TXF Intelligence is responsible for their use of it and for reviewing that Output before signing the applicable return as paid preparer, as set forth in the Taxfyle Terms of Service.

20.3No Cross-Customer Access. Our internal use of TXF Intelligence does not grant Us, any Third-Party Tax Professional, or any other customer access to any other customer's Client Data. We and any Third-Party Tax Professional involved in delivering the TXF Services may access Your Client Data as necessary to provide the TXF Services to You — including for support, troubleshooting, and model development and improvement as stipulated in Section 6 — or as You otherwise authorize. Where TXF Intelligence is made available within the Tickmark Platforms, it is provided as an instance created for an individual Work Request or Engagement and populated solely with the documents submitted for that Work Request or Engagement.

21. Miscellaneous

21.1Force Majeure. Neither party is liable for any failure or delay in performance, other than a payment obligation, caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disturbance, epidemic or pandemic, governmental action, interruption of telecommunications or internet service, failure of third-party software or services, power failure, or cyberattack.

21.2Entire Agreement. These TXF Terms, together with the applicable Order Form and the policies incorporated by reference, constitute the entire agreement between the parties regarding the TXF Services and supersede all prior and contemporaneous understandings, courses of dealing, communications, and agreements, whether oral or written, regarding that subject matter. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.3Assignment. You may not assign or transfer these TXF Terms or any Order Form, in whole or in part, by operation of law or otherwise, without Our prior written consent, and any attempted assignment without such consent is void. We may freely assign Our rights and obligations without Your consent. Subject to the foregoing, these TXF Terms bind and inure to the benefit of the parties' respective successors and permitted assigns.

21.4Waiver. No waiver of any provision is valid unless in writing and signed by both parties. Our failure at any time to require performance of any obligation does not affect Our right to require performance in the future. Waiver of any breach is not a waiver of any continuing or succeeding breach, of the provision itself, or of any right under these TXF Terms.

21.5Severability. If any provision is held unenforceable or invalid by an arbitrator or court of competent jurisdiction, the remainder of these TXF Terms remains enforceable, and the unenforceable provision shall be limited or reinterpreted to the maximum extent possible consistent with the original intent.

21.6No Agency. Nothing in these TXF Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties. You have no authority to bind Us in any respect.

21.7Notices. All notices must be in writing and are deemed given when received if personally delivered; when receipt is electronically confirmed if sent by email; the day after sending if sent for next-day delivery by a recognized overnight service; and upon receipt if sent by certified or registered mail, return receipt requested.

21.8Headings. Titles and captions are for convenience and reference only and do not define, limit, extend, or describe the scope of these TXF Terms or the intent of any provision.

21.9Authority. You represent that You possess full power and authority to enter into these TXF Terms and to fulfill Your obligations.

22. Acknowledgment

YOU AGREE THAT THESE TXF TERMS ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. TAXFYLE IS WILLING TO PROVIDE ACCESS TO THE TXF SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TXF TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THESE TXF TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. BY CLICKING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM REFERENCING THESE TXF TERMS, OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE TXF SERVICES, YOU CONSENT TO THESE TXF TERMS. IF YOU DO NOT CONSENT, YOU SHALL NOT ACCESS OR USE ANY PART OF THE TXF SERVICES.

23. Contact

For questions or concerns related to the TXF Services, or to request data deletion or support:

TXF Support

support@taxfyle.com

Legal notices: Attention: Taxfyle Legal, 2901 Florida Avenue, Coconut Grove, FL 33133