Software Agreement

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TERMS OF SERVICE AGREEMENT

LAST REVISION: 17 August 2024

PLEASE READ THIS TAX SOFTWARE AGREEMENT CAREFULLY. By using this website or ordering products, sofware and services from this website, you agree to be bound by all of the terms and conditions of this agreement.

I. INTRODUCTION

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity, referred to as the "Licensee") and TMB Tax Bureau ("Licensor"), for the Tax Revenue Manager software product, which includes computer software and associated media, printed materials, and online or electronic documentation ("Software").

II. LICENSE GRANT & AUTHORIZED USE LICENSE

This EULA (End UserSubject to the terms of this End User License Agreement (EULA) and your compliance with all applicable conditions, you are granted the following rights:


RIGHT TO ACCESS AND USE

You have the right to access and use the Tax Revenue Manager software, training modules, digital products, and downloadable resources solely for your internal business operations and client services, in accordance with your subscription plan.


RIGHT TO ASSIGN LICENSES

You may assign available user licenses to team members, staff, or authorized tax professionals within your organization, provided those users are operating under your direct supervision and comply with all terms and restrictions outlined in this Agreement.


RIGHT TO DOWNLOAD & REFERENCE MATERIAL

You may download, view, and reference the digital training materials and templates provided through the platform for your internal use. These materials may be used to support your business operations but may not be republished, resold, or shared outside your licensed organization.


RIGHT TO SUPPORT SERVICES

You are entitled to receive technical support, onboarding assistance, and help desk services as outlined in your subscription. This includes 24/7 live chat support during tax season and contact information listed within the platform.


RIGHT TO UPDATES (If Applicable)

If your subscription includes software updates, enhancements, or new feature releases, you will be granted access to such updates as they are made available under the terms of your active subscription.

III. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS .

- Limitations on Reverse Engineering, Decompilation, and Disassembly: You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

- Rental: You may not rent, lease, or lend the Software.

- Support Services: Tax Revenue Manager may provide you with support services related to the Software. The software support contact is listed on the left panel of the software upon login. Our 24/7 in-season support chat is located on our website.

IV. TERMINATION

Either party may terminate this Agreement by providing no less than fifteen (15) days’ written notice to the other party. However, in the event of a material breach of any term or condition of this Agreement, the non-breaching party reserves the right to terminate the Agreement immediately upon written notice, without further obligation.

We reserve the right to immediately terminate your access to the software, CRM platform, training, digital products, and any associated services if you are found to be in breach of this Agreement or our Terms of Service. Additionally, access may be suspended or permanently revoked if we are instructed to do so by the Internal Revenue Service (IRS), the Office of Professional Responsibility (OPR), or any other applicable regulatory or government authority. No refunds will be issued in the event of termination under these conditions.

This action may be taken if we are contacted by law enforcement or any regulatory authority regarding suspicions or allegations of fraudulent activities or any other illegal actions associated with the user's account. The decision to disable e-filing options under such circumstances is at the sole discretion of the TMB Tax Bureau and is intended to uphold the integrity of our services and comply with legal obligations.

V. COPYRIGHT

The Software, CRM workflows, digital products, training materials, back office systems, and all proprietary content provided through this platform are the intellectual property of [Your Business Name] and are protected under United States copyright law and applicable international copyright treaties. A formal copyright application has been submitted, and all content is considered protected upon creation under the U.S. Copyright Act. Any unauthorized use, reproduction, distribution, or adaptation of these materials—whether in whole or in part—constitutes a violation of copyright and intellectual property law and may result in legal action.

VI. LIMITATION OF LIABILITY

In no event shall TMB Tax Bureau, its affiliates, licensors, or service providers be liable for any special, incidental, indirect, exemplary, punitive, or consequential damages whatsoever—including, without limitation, damages for loss of business profits, interruption of operations, loss of data, loss of business information, or other financial losses—arising out of or in connection with the use of, or inability to use, the software, CRM platform, training systems, or digital products.


TMB Tax Bureau is not responsible for any disruptions, data loss, missed updates, or limited access resulting from:


Failed or declined payments

User-initiated cancellations or configuration errors

Internet or server outages beyond our control

Third-party platform issues or service interruptions

Scheduled maintenance or emergency downtime


All services are provided “as is” and “as available,” and you assume all responsibility for ensuring proper use, compliance, and maintenance of access on your end. This End User License Agreement (EULA) includes access for 3 to 10 users, depending on the specific package purchased as outlined on our official website. Each additional user (“seat”) beyond the included limit will incur a charge of $25 per seat, per season.

For the purposes of this Agreement, "Tax Season" is defined as the period from December 31 to November 30 of each calendar year. Active or In-Season Dates refer to the core operational window of January 10 through April 25, during which heightened platform activity and support services are available. All user accounts must be assigned to individuals actively engaged with your business, and shared logins or unauthorized transfers are strictly prohibited.

VII. COMPLIANCE AND APPLICABLE LAWS

You are required to comply with all applicable federal, state, and local laws when using any part of the Tax Revenue Manager ecosystem. This includes, but is not limited to, the software, CRM platform, prebuilt workflows, training materials, digital products, proprietary resources, and mentorship content. For full details regarding your rights and responsibilities, please refer to the Terms and Conditions and Subscription Agreement available within your account dashboard upon login.

FORFEITURE OF BONUSES, REBATES & DATA ACCESS

Any client who initiates a chargeback, fails to make timely payment, or violates the terms of this Agreement will automatically forfeit all rights to:


Service bureau bonuses and rebate payouts

Referral commissions and promotional incentives

Discounted renewal rates or locked-in pricing

Access to all client data, CRM records, templates, digital products, training resources, or proprietary content provided during the term of service

Once a contract is breached, your system access will be revoked, and all associated data will be permanently disabled and/or deleted in accordance with our compliance protocols. There is no guarantee of data restoration after default, and TMB Tax Bureau has no obligation to transfer, export, or recover content from suspended accounts.


All forfeitures are final and non-reversible unless reinstated at TMB Tax Bureau’s sole discretion under a new agreement at current market terms.

VIII. GOVERNING LAW

This End User License Agreement (EULA) shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of law principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Oklahoma County, Oklahoma, and the parties hereby consent to the personal jurisdiction and venue of such courts.

IX. ACKNOWLEDGEMENT

By installing, or otherwise using the Software, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions.

This license and services order is incorporated into the TMB Tax Bureau license and services agreement executed by the parties involved. TMB Tax Bureau reserves the right to alter pricing in the event of changes in the banking industry or changes in government regulations. Software renews yearly during reup between March 1. Rebates are paid between June & July of each year. New release software access is provided no later than December 31 of each year.

X. SOFTWARE BANKING PRODUCTS

The Licensee agrees to the pricing as outlined in their selected package and acknowledges that all fees are binding upon execution of this Agreement. The Licensee is required to use an Integrated Banking Partner approved by TMB Tax Bureau to process all refund-related bank products

for returns created in the Software and electronically filed via the Services. While taxpayers maintain the right to designate a personal account for direct deposit as required by law, the Licensee must comply with the Integrated Banking Partner policy when offering bank products.


MINIMUM BANK PRODUCT REQUIREMENT FOR DISCOUNT PRICING

If the Licensee is not a direct software client and is participating under as an ERO, they must process a minimum of 25 funded bank product clients per season to maintain discounted software pricing.

If the Licensee fails to meet the minimum bank product threshold, a balance will be due on March 1 to cover the difference between the discounted rate and the full retail value of the software. Failure to pay this balance by the deadline will result in suspension of access and account default.


BANK PRODUCT ELECTION DEADLINE

All banking product elections must be submitted and approved by December 31. Any ERO who does not maintain an active election will not be permitted to e-file through the Software until compliance is met.


ENFORCEMENT & BREACH CONSEQUENCES

Any violation of these requirements, including the use of non-integrated banking solutions or failure to meet bank product minimums, will be considered a material breach of this Agreement and may result in the immediate suspension or termination of Software and Service access without refund.

XI CRM, TAX SOFTWARE & EDUCATION OFFERS RENEWAL AND DEFAULT TERMS

Annual software renewal is due by March 1 of each calendar year. Your initial renewal rate will reflect the terms of your original contract, provided your account remains in good standing. Failure to submit payment within 30 days

of the renewal due date (by March 31) will result in a default status. Once in default, TMB Tax Bureau reserves the right to:


Assess late fees or administrative charges

Revoke discounted renewal pricing

Offer or resell your renewal slot at current market rate without obligation to honor the original contract rate

Reinstatement after default is not guaranteed and, if approved, may be subject to new pricing, updated terms, and limited service access during the interim.From time to time TMB Tax Bureau runs promotional offers which include software and education products. If an ERO is granted free software rights, all renewal fees and educational requirements MUST be adhered to to maintain their election.

TMB Tax Reserves to right to transfer, cancel, or discontinue promotional offers at any time and for any reason without notice.

EXTENDED CRM TRIAL TERMS FOR TAX SOFTWARE PACKAGES

Begining Oct 30, each year, TMB Tax Bureau offers an Extended Trial period on tax software packages, running through February 28 of the following tax season. During this period, first-year enrollees can access full-service options at a 50% subscription discount, with the following conditions: Any Full Price Software Purchase

Inclusions and Exclusions:The Extended Trial provides access to full software functionality, excluding Email, Text, Phone services, and additional upgrades such as AI Employee, Virtual Assistants, Templates, and Social Media Management.Any excluded services will require a valid credit card on file and are subject to additional charges.

END OF TRIAL

After the trial period, the full pricing of the service at the current sign-on rate will be charged to the payment method on file. Subscriptions may be cancelled at any time before the end of the trial to avoid charges by logging into your account or sending us an email at [email protected]

INACTIVITY AND DELETION OF ACCOUNT

Accounts inactive for over 60 days without prior notice may be subject to deletion.Accounts may request a temporary billing hold if needed. Eligibility and Restrictions:The Extended Trial is only available to first-year enrollees.Returning partners may apply for Delayed Billing (beginning October 30 and ending February 28) by completing the request form here. Delayed Billing is subject to a $75 setup fee and a 6% convenience fee on the total balance.

DELAYED BILLING LIMITATIONS

Only one Delayed Billing request per account per year, not to exceed 90 days. An active business bank account must be on file for approval of Delayed Billing requests.

XII. FRAUD, CHARGEBACKS AND MISUSE

The Licensee agrees to hold TMB Tax Bureau and its affiliates harmless from any and all claims, liabilities, losses, or damages resulting from the discontinuation of software, services, or access under this Agreement, including but not limited to discontinuation due to contract breach, non-payment, or regulatory directives.

The Licensee further acknowledges that using the software or services to prepare and file returns without an integrated and approved banking partner may be non-compliant with applicable federal, state, or industry regulations. The Licensee assumes full responsibility for ensuring compliance with all relevant laws and agrees that TMB Tax Bureau shall bear no liability for any penalties, losses, or enforcement actions resulting from such use.

Integrated Banking Partner refers to a provider of bank products who has (1) Fulfilled all laws, rules, and regulations promulgated by federal and state governments and agencies, and (2) Provided approved documents promptly for integration with the software and services to ensure tax preparer’s compliance with all laws, rules, and regulations promulgated by federal and state governments and agencies.

Due to the immediate access and irrevocable nature of our digital products and services—including software, CRM systems, training materials, digital downloads, and proprietary business resources—all sales are final and non-refundable. By purchasing from TMB Tax Bureau, you acknowledge and agree to the following:

New Software Purchases are eligible for a refund only within 48 hours of purchase and only if no co-branding, build-out, onboarding, or user provisioning has begun. Once any part of the setup process has been initiated, the purchase becomes fully non-refundable.Chargebacks are considered a breach of contract and will result in immediate termination of all access, forfeiture of rebates and bonuses, and permanent loss of any associated data or digital rights. Purchases made through TMB Tax Bureau signify your acceptance of these terms in full.


0 TOLERANCE CHARGEBACKS POLICY

You acknowledge that all digital goods—whether software access, downloadable tools, templates, CRM access, training modules, or licensing arrangements—are deemed “used” upon delivery. You waive the right to initiate chargebacks or payment disputes with your financial institution.


FRAUDULENT DISPUTES WILL BE CONTENSTED

Any chargeback attempts will be treated as theft of services and a breach of contract. We reserve the right to provide all relevant documentation—including access logs, email correspondence, and signed agreements—to your bank, payment processor, or legal representative to dispute fraudulent claims.


LOSS OF ACCESS & BLACKLIST

If a chargeback is attempted, your access to all digital products, platforms, and support will be

immediately revoked, and your account may be blacklisted from future purchases or licensing opportunities within our network and partner platforms.


FINALITY OF ACCESS RIGHTS

In the event of a successful resolution in our favor—whether through the payment processor, bank, or third-party arbitration—you understand and agree that prior access to digital goods, services, and platforms will not be reinstated. A favorable decision for our business does not grant you renewed rights to use or access any previously disputed products or services. Continued use will require a new agreement and payment, subject to our discretion.


DIPUTE RESOLUTION

Should you have concerns about your purchase, we encourage you to contact our support team first at [Support Email] to resolve the matter professionally. We value transparency and fairness, but misuse of the chargeback process will result in permanent removal from our system.

XIII RESOURCES

I understand that all information, forms, education, software, presentation, graphics, test, quizzes, videos, meetings, and marketing materials provided during or as a direct result of my enrollment in any program, workshop, course or mentorship remains the property of TamikaMarie, TMB Tax & Associates, TMB Tax Bureau or any of their intellectual partnerships and affiliate offers. I agree not to copy, share, reproduce, or otherwise attempt to distribute or redistribute this information to any other source, person, or entity without the express written permission of Tamika Marie Smith, TMB Tax Bureau, and/or TMB Tax & Associates. Any attempt to circumvent the direct compensation process will result in immediate dismissal from any enrollment/programs without a refund.

XIV RESPONSIBILITIES OF THE ERO

a) The ERO agrees to offer the bank products to its clients in a professional manner in adherence to the banking code of conduct and guidelines issued directly by TPG or Refund Advantage.

b) The ERO will ensure that all client information is accurate and will obtain necessary permissions before sharing any client data with the bank.

c) The ERO will comply with all federal, state, and local regulations related to tax preparation and bank products..

XVI RESPONSBILITIES OF THE SERVICE BUREAU

a) The Service Bureau agrees to process tax refunds and provide bank products as described in the product literature.

b) The Service Bureau will provide the ERO with all necessary training and support related to its products.

c) The Service Bureau will promptly address any issues or concerns raised by the ERO or its clients regarding software-related issues.

XVII COMPENSATION

All tax preparation fees are transferred directly into the account the ERO has specified on their Banking Partner Application. Any fees or payments taken on behalf of the ERO are the responsibility of the ERO to distribute according. All users agree to Hold TMB Tax Bureau Harmless of any misuse or abuse of the transfer of fees, as we have no control or access to your banking partner setup after initial approval.

XVIII MANDATORY TRAINING ATTENDANCE CLAUSE

TMB Tax Bureau places a high emphasis on the quality and competence of its affiliates and partners. As such, certain training sessions have been designated as mandatory for successful completion and participation in our programs. Attendance at these mandatory training sessions is essential.

Failure to attend, or repeated absences, may result in the participant not passing the training. TMB Tax Bureau reserves the right to terminate any participant from any program at any time for not meeting the attendance requirements or for any other non-compliance with our training standards. Decisions regarding attendance, completion, and termination are at the sole discretion of TMB Tax Bureau. For more details please review our terms of service.

XIX CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all information obtained during the execution of this Agreement. Enrollees and partners agree to uphold our terms of service in protecting our IP. Enrollees may not share their passwords or software access. Each user is assigned a unique user login and password.

XX INDEMNIFICATION

The ERO agrees to indemnify and hold the Service Bureau harmless from any claims, damages, or losses arising from the ERO services. Similarly, the Bureau agrees to indemnify and hold the ERO harmless from any claims, damages, or losses arising from the Service Bureau's products.

XXI AMENDMENTS

Any changes or modifications to this Agreement must be in writing and signed by both parties.

Collaboration, Non-Disparagement & Mediation Clause Both the Electronic Return Originator (ERO) and TMB Tax Bureau deeply value the partnership and collaboration fostered between the parties. We are committed to working diligently and in good faith to ensure the success and satisfaction of our mutual endeavors.

In the spirit of maintaining a positive and productive relationship, both parties agree not to make, publish, or communicate any statements or representations, online or otherwise, that disparage or could be detrimental to the reputation, business, or goodwill of the other party. Should any grievances or disputes arise between the parties, it is agreed that, before resorting to litigation, both parties will seek mediation to resolve the matter amicably. This commitment underscores our dedication to working together and addressing any concerns constructively and collaboratively.

XXII ACKNOWLEDGEMENTS

By installing, or otherwise using the Software, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions.

This license and services order is incorporated into the TMB Tax Bureau license and services agreement executed by the parties involved. TMB Tax Bureau reserves the right to alter pricing in the event of changes in the banking industry or changes in government regulations.

BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHER IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY. Termination. TMB Tax Bureau reserves the right to terminate your access to the Website if it reasonably believes, in its sole discretion, that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Website and TMB Tax Bureau may, in its sole discretion and without advance notice to you, cancel any outstanding orders for Products. If your access to the Website is terminated, TMB Tax Bureau reserves the right to exercise whatever means it deems necessary to prevent unauthorized access of the Website. This Agreement will survive indefinitely unless and until TMB Tax Bureau chooses, in its sole discretion and without advance to you, to terminate it.

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