Agreement

PROFESSIONAL TAX OR OTHER SERVICES

SPB services are delivered to you for the limited purpose of preparing your tax return(s) or providing any other services relating to your taxes that you request. If you come to us for tax return preparation, we will prepare your income tax return(s) based on the information provided by you. We will (1) interview you to learn details of your financial life that affect your taxes, and (2) ask you for documents such as your W-2 statement(s)and such other information that help us accurately record your income, exemptions, credits and deductions. You agree to (1) provide your W-2 and such other information that affects your tax situation and (2) return to us for an amended return, wherever applicable, if you later remember or discover information that could affect the accuracy of the tax return(s) we prepared. If an amendment is required, there may be an additional charge. It is, however, clarified that we will not audit or otherwise verify the data you submit. We may request you to provide us a copy of a government approved identification card for our reference and record.

Further, it is agreed by you that in the event your return cannot be completed by the due date it may become necessary for us to apply to extend the due date. Extensions are required when we do not receive information needed to prepare a tax return on a timely basis. Applying for extension of time to file may extend the time available for a government agency to undertake an audit of your return or may extend the statute of limitations. Additionally, extensions may affect your liability for penalty and interest or compliance with government and constituent deadlines.

SPB LIABILITY UNDER THE CSA SPB will, upon production of proof of payment, reimburse the penalty and interest charged by the relevant income tax authorities and resulting to you from an Error (such term as defined herein below) in tax preparation on the part of SPB if penalty and interest is levied during a period of three (3) years from the filing due dates for such returns. Provided that in any case, to the fullest extent permitted by law, and notwithstanding any other provision of this CSA, the total liability, in the aggregate, of TazEz and its officers, directors, employees and contractors, and any of them, to you and anyone claiming by or through you, for any and all claims, penalty, interest, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the CSA from any cause or causes shall not exceed the total fees received by SPB for the relevant tax return in question. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, SPB shall not be liable for any indirect, special, incidental, punitive or consequential damages. Subject to terms of this CSA, “Error” for the purposes of the CSA shall mean wilful default and gross negligence on the part of SPB while preparing the tax return and will not include any system generated error SPB assumes no responsibility for payment of the penalty and interest to a tax authority. You are responsible for making payment of the penalty and interest to the tax authority. SPB will use the services of offshore preparer.

Before such payment/reimbursement of penalty and/or interest, you must:

• Notify SPB of any government notice regarding such penalty and interest within ten (10) days from the date of the initial notice;
• Promptly provide SPB with copies of such notices and other documents relating to or substantiating such penalty and interest;
• Provide SPB with your receipt of payment of professional service fee under this CSA.

It is hereby abundantly clarified that SPB will not be liable for payment of any additional taxes that may be payable by you for any reason whatsoever including on account of or arising due to any Errors on the part of SPB in providing the tax return preparation services under the CSA.

No payments/reimbursements for penalties and/or interest will be made by SPB for:

• Revised returns unless the SPB Error at issue is a result from the Error in the original tax preparation;

• Any returns other than individual income tax returns;

• The calculation of advance tax payment, additional taxes owed as a result of an erroneous calculation of your advance tax payments;

• Any return for which, as of the date of such purchase, you have knowledge of penalties and interest owed;

• Any return for which you have received on or before the date of such purchase any notification from any tax authority of examination or audit;

• Returns for which errors have been identified by SPB prior to an assessment of penalties and interest by tax authorities;

• Delays in filing the tax return due to delay in submission of requested information/documents for the preparation of tax return;

• Any return relating to previous years;

• Penalties and/or interest that are assessed as the result of (i) incorrect, incomplete, false or misleading information that you have given to SPB in connection with its preparation of a return; (ii) the government’s inability to obtain from you sufficient records to support deductions, exemptions and other items on your return; (iii) your failure to timely pay the taxes as shown to be due on your return; and (iv) penalties and/or interest assessed as the result of your desire to take a position on your return that challenges current judicial tax law, guidelines or interpretation and

• Levy of penalties and/or interest that occur after three (3) years from the filing due date for the return..

Payment

SPB offers the Services to you on a mutually agreed fees. You are responsible for paying all taxes levied in connection with your use of the Services.

You shall pay the Fees through credit / debit cards through our portal. You may be allowed to pay the Fees in cash, subject to the same being acceptable to SPB.

You agree that in the event of non-payment of Fees, we may take any other steps which we may deem necessary to collect the Fees. You will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that we may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid on the due date.

Disclaimer of Warranties

Your financial and tax situation may be unique and therefore you should independently consult a professional tax advisor. Any tax opinion which shall be provided by SPB, should not be considered or relied upon in isolation for any financial decision.

ALL SERVICES OFFERED UNDER THE CSA ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, OR COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. WE AND OUR DATA PROVIDERS DISCLAIM ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES OFFERED UNDER THE CSA, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED UNDER THE CSA. WITHOUT LIMITING THE FOREGOING, SPB DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, YOU UNDERSTAND AND AGREE TO USE THE SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY CLAIMS OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, DATA, USE, OR OTHER INTANGIBLES, EVEN IF YOU HAVE BEEN ADVISED OF SUCH DAMAGES. SPB DISCLAIM ANY AND ALL CLAIMS WHICH MAY ARISE BASED ON THE TAX OPINIONS OR ANY DECISION OR ACTS BASED ON SUCH TAX OPINIONS PROVIDED BY SPB ITS EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES.

INDEMNIFICATION

You agree to indemnify us and hold us harmless from and against any Claims arising out of or relating to: (i) information and documents submitted to us; and (ii) your violation of any rights of any other person in connection with the information and document provided by you or Services.

Governing Law and Arbitration if a dispute arises between You and SPB

With the exception of those disputes expressed excluded below, all claims, all controversies, or disputes between you and SPB arising out of or relating to this Client Service Agreement (CSA) including but not limited to disputes regarding whether the claims, controversies, disputes or issues are subject to arbitration, shall be settled by arbitration. The Arbitration proceeding will be held in Honolulu, Hawaii and administered by Dispute Prevention & Resolution, Inc.(“DPR”), or such other alternative dispute resolution service, administrative agency or organization as the Parties may agree, before a single arbitrator. The DPR Arbitration rules, Procedures and Protocols shall govern procedure and the Federal Arbitration Act, Shall govern the substantive law. The decision of the Arbitrator shall be final and binding on the parties. Any arbitration award may be conferred as judgment in accordance with the applicable laws of the State of Hawaii. Such dispute will be initiated in writing by filing of a demand for arbitration with DPR, by the party alleging breach, and the sending of the demand to the other party via Certified Mail, Return receipt Requested, or via a U.S Priority mail with Signature confirmation.

You agree and confirm that you have all requisite right, power and authority to enter into this CSA and to perform the acts required of you hereunder. You have the right to submit the necessary information and details on the website in connection with the Services. You agree to provide originals of your W-2 statements or such other documents as may be required by SPB.

You represent and warrant that you have the requisite power and authority to provide the information as required on behalf of your spouse and grant SPB the authority to file the tax returns on your and your spouse’s behalf under MFJ status.

You hereby grant authority to SPB to prepare and file the tax returns on your behalf (as well as on behalf of your spouse in the case of MFJ status) based on the documents provided by you and on the terms and conditions of this CSA.

TERM

This CSA shall be valid until terminated by SPB.

MISCELLANEOUS

• By using the services provided by SPB under this CSA, you expressly consent to having read and understood the privacy notice (as attached hereto) and agree to the contents therein contained and the collection and use/disclosure of your personal information by us. Provided that, you may not provide us any personal information if you do not agree with the terms of the privacy notice, and consequently SPB will not provide any services to you.

• SPB may request changes to this CSA at any time, by providing written notice to you.

• The professional service fee charged by SPB will be exclusive of service taxes which shall be payable by you over and above the professional service fee at applicable rates in force.

• You should retain a copy of this CSA as well as the receipt of payment of professional service fee under this CSA. Nothing in the CSA obliges SPB to retain record of the transactions with you or services provided to you.

• SPB is an independent consultant in the performance under this CSA and neither SPB India nor any SPB personnel are your employees or agents. Nothing in this CSA will be construed as creating any fiduciary obligations between the parties