SaaS Agreement

(a) "Authorized User" means you and your employees, consultants, contractors, or agents. These individuals must be authorized by you to use the Services under your purchased account.

(b) "Services" means the DeFiTax software-as-a-service product provided by us under this Agreement.

(c) "Customer Data" means any information, data, or content submitted or transmitted through the Services by you or your Authorized Users. This does not include Aggregated Statistics.

(d) "Documentation" means our end-user guides and documentation. You can find these documents at https://defitax.us/terms-conditions/.

(e) "Provider IP" means the Services, the Documentation, and all intellectual property we provide to you. This includes Aggregated Statistics and data derived from your platform usage. It does not include raw Customer Data.

(f) "Third-Party Products" means any products, content, services, websites, or materials owned by third parties that are built into or accessible through our Services.

(a) Provision of Access

You must pay all Fees and follow this Agreement. If you do, we grant you a limited right to access and use the Services during the active Term. This right is revocable, non-exclusive, non-transferable, and cannot be sublicensed. We will provide you with the necessary passwords and credentials to access the platform.

(b) Documentation License

We grant you a non-exclusive, non-sublicensable, and non-transferable license during the Term. Your Authorized Users may use the Documentation solely for your internal business operations.

(c) Use Restrictions

You and your Authorized Users must only use the Services and Documentation as expressly allowed in this Agreement.

You shall not at any time, directly or indirectly:

• Copy, modify, or create derivative works of the software or Documentation.
• Rent, lease, lend, sell, license, sublicense, assign, distribute, or transfer the Services.
• Reverse engineer, disassemble, decompile, decode, or look into the core software code.
• Remove any proprietary or copyright notices from the Services or Documentation.
• Use the platform in any way that violates applicable laws or third-party intellectual property rights.

(d) Aggregated Statistics

We may monitor your use of the Services to collect performance data. We compile this data into anonymous, aggregated statistics ("Aggregated Statistics").

We own all right, title, and interest in these Aggregated Statistics. We may use or publish this anonymous data under applicable law. It will never identify you or reveal your Confidential Information.

(e) Reservation of Rights

We reserve all rights not expressly granted to you in this Agreement. This contract does not grant you any ownership or implied intellectual property rights in the Provider IP.

(f) Service Suspension

We may temporarily suspend access to the Services immediately if:

• We detect an active threat or security attack on the Provider IP.
• Your use of the platform poses a security risk to us, our vendors, or other customers.
• You use the platform for fraudulent or illegal activities.
• Your organization goes bankrupt, enters liquidation, or ceases normal operations.
• Our vendors suspend the third-party services required to run the platform.
• You fail to pay invoices on time, in accordance with Section 5.

We will use reasonable efforts to notify you of a suspension and provide updates on when access will return. We are not liable for any damages, losses, or lost profits you experience due to a Service Suspension.

(a) Acceptable Use Policy

You must not use our Services for unlawful, fraudulent, offensive, or obscene activities. You must follow all applicable laws, regulations, and platform guidelines posted on www.defitax.com.

(b) Account Use & Liability

You are fully responsible for all activity that occurs under your account credentials. Any violation of this Agreement by your Authorized Users will be treated as a direct breach by you. You must ensure your users are aware of and comply with these terms.

(c) Customer Data License

You grant us a worldwide, royalty-free, non-exclusive license to use, reproduce, and display your Customer Data to provide the Services to you. You also grant us a perpetual, irrevocable license to use your data within our anonymous Aggregated Statistics. You are solely responsible for the content, accuracy, and legality of the data you upload.

(d) Passwords and Access Credentials

You must keep your account passwords and credentials secure and confidential. You agree not to sell or transfer them to any other party. Notify us immediately if you suspect unauthorized access.

(e) Third-Party Products

Our platform may connect to Third-Party Products. Those products are governed by their own independent terms. If you do not agree to their terms, do not install or use those Third-Party Products.

This Agreement does not entitle you to any technical, accounting, or custom support services for the platform.

You must pay subscription fees according to the pricing schedules at https://defitax.us/pricing. You must pay invoices in US dollars within thirty (30) days of the invoice date without deductions.

If you fail to make payments when due:

• We may charge a late interest fee of 1.5% per month, calculated daily and compounded monthly.
• You must reimburse us for all collection costs, including reasonable attorneys' fees and collection agency fees.
• If your payment is overdue by fifteen (15) days or more, we may suspend your access to the platform until you pay in full.

Our fees do not include taxes. You are responsible for all sales, use, excise, or similar governmental taxes associated with your purchase, excluding taxes on our corporate income.

We may share proprietary or sensitive information ("Confidential Information") with each other during the Term.

What is Excluded

Confidential Information does not include information that:

• Is already public knowledge.
• Was already lawfully known to the receiving party before disclosure.
• Was rightfully obtained from a third party without confidentiality rules.
• Was independently developed without using the other party's information.

Protection Rules

The receiving party must keep this information strictly secret. You may only share it with employees or contractors who need to know it to perform their jobs, and who are bound by matching confidentiality rules.

Legal Disclosures

You may disclose Confidential Information if required by a court order or law. However, you must give the other party written notice first so they have a reasonable chance to protect it.

Duration of Terms

Non-disclosure obligations remain active during the contract and expire five (5) years after disclosure. Trade secrets are protected for as long as they qualify as trade secrets under applicable law.

Our privacy practices are outlined at https://defitax.us/privacy-policy/. By using the platform, you acknowledge that you have reviewed and accepted this policy. You consent to our data collection practices as described in that document.

Ownership roles are split as follows:

• We own all right, title, and interest in the Services and software.
• You own all right, title, and interest in the Customer Data you upload.

Treatment of User Feedback

If you send us suggestions, feature ideas, comments, or questions ("Feedback"), we are free to use them. We will treat all Feedback as non-confidential. You assign all rights in the Feedback to us without any requirement for compensation or attribution.

(a) Provider Warranty

We warrant that we provide our Services using a commercially reasonable level of care and skill. WE DISCLAIM ALL WARRANTIES REGARDING THIRD-PARTY PRODUCTS.

(b) Customer Warranty

You warrant that you own or have the legal right to use all Customer Data uploaded to the platform.

(c) Complete Disclaimer

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS." WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR EXPECTATIONS, RUN WITHOUT INTERRUPTION, OR BE COMPLETELY ERROR-FREE.

WE DO NOT PROVIDE ACCOUNTING, FINANCIAL, OR TAX ADVICE. THE PLATFORM IS NOT A REPLACEMENT FOR PROFESSIONAL FINANCIAL ADVICE. YOU SHOULD NOT RELY SOLELY ON THE SOFTWARE. ALWAYS OBTAIN APPROPRIATE ACCOUNTING AND TAX ADVICE FROM A CERTIFIED PROFESSIONAL.

(a) Our Obligations

We will defend and hold you harmless against losses resulting from third-party claims stating that our software infringes their intellectual property rights. You must notify us promptly in writing and grant us sole control over the legal defense.

If an infringement claim occurs or is expected, we may modify the software to make it non-infringing, or secure your right to keep using it. If neither option is reasonable, we may terminate this Agreement immediately via written notice. This section defines our entire liability regarding intellectual property claims.

This protection does not apply if the claim is caused by your Customer Data or Third-Party Products.

(b) Your Obligations

You will defend and hold us harmless against losses resulting from third-party claims caused by:

• Your Customer Data infringing third-party intellectual property rights.
• Your negligence, willful misconduct, or unauthorized use of the platform.

You may not settle any claim against us without our prior written consent. We retain the right to participate in our own defense with legal counsel of our choice.

WE ARE NOT LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES LOST PROFITS, LOST REVENUES, LOST DATA, RECOVERY COSTS, OR SYSTEM SECURITY BREACHES. THIS APPLIES EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NEVER EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

(a) Term

This Agreement begins on the Effective Date. It continues until you or we terminate the agreement by providing a thirty (30) days' written notice.

(b) Termination for Cause

In addition to standard notice rules:

• We may terminate this Agreement for any reason by providing thirty (30) days' advance notice.
• Either party may terminate this contract immediately if the other party materially breaches these terms and fails to cure the breach within thirty (30) days of receiving written notice.
• Either party may terminate this contract immediately if the other party goes insolvent, files for bankruptcy, or enters receivership.

(c) Effect of Termination

Upon termination, you must stop using the platform and Provider IP immediately. You remain obligated to pay all outstanding fees that became due before termination. No refunds are provided.

(d) Survival

Sections 5, 6, 10, 11, 14, 15, and 16 survive the termination of this Agreement.

We reserve the right to modify this Agreement at our sole discretion. Changes take effect immediately when posted. We will notify you of updates on https://defitax.us or via email. Your continued use of the platform after updates are posted confirms your acceptance of the modified terms.

Our software is subject to US export control laws. You must not export, re-export, or release the platform to any country where prohibited by law. You must secure all necessary government approvals and export licenses before moving the software operations outside the United States.

This Agreement is governed by the internal laws of the State of New York. Choice of law rules do not apply.

All legal actions related to this contract must be filed exclusively in the United States federal courts or the state courts located in Florida. However, we retain the right to bring suit against you for contract breaches in your home state or country of residence.

Entire Agreement

This Agreement is the entire understanding between us. It replaces all prior written or oral agreements and representations.

Notice Process

All formal notices to us must be delivered in person, by certified mail, or by overnight courier to: P.O. Box 1133, Dunedin, FL 34697. Notices are official upon verified receipt.

Electronic Communications

You consent to receive electronic communications from us. These include fee updates, billing notices, and platform updates. Electronic disclosures satisfy all legal requirements for written communication.

Severability & Waivers

If a court finds any provision of this contract invalid or unenforceable, the remaining terms remain fully active. Our failure to enforce a right or breach does not mean we waive our right to act on subsequent breaches.

Assignment

This contract is personal to you. You cannot transfer or assign your account or these terms without our prior written consent. We reserve the right to assign this Agreement or delegate our duties at any time.

Contact Information

CTS W3F LLC
30 N Gould St
Ste R
Sheridan, WY 82801