CountingWorks PRO Master Services Agreement

1. Electronic Acceptance

By selecting "I Agree," "Accept & Continue," checking an acceptance box, or otherwise electronically accepting this Agreement, you:

• acknowledge that you have had an opportunity to review this Agreement;
• agree to be legally bound by this Agreement with respect to your use of the Services;
• consent to conducting this transaction electronically; and
• acknowledge the Privacy Policy and MAX AI & Data Use Notice incorporated into this Agreement.

Your electronic acceptance constitutes your electronic signature.

If you access or use the Services on behalf of a firm, company, business, organization, or other entity, you represent that you are authorized to use the Services on its behalf.

If you are the Account Owner, purchaser, principal, or authorized administrator accepting commercial terms on behalf of an organization, you further represent and warrant that you have authority to bind that organization to this Agreement.

An Authorized User who does not have authority to bind the Customer organization nevertheless agrees to the provisions of this Agreement governing that Authorized User's access, conduct, security obligations, acceptable use, confidentiality, and use of the Services.

If you do not agree to this Agreement, you may not access or use the Services.

2. Agreement Structure and Incorporated Documents

This Agreement is the primary agreement governing Customer's use of CountingWorks PRO.

The following documents are incorporated by reference where applicable:

• the CountingWorks PRO Privacy Policy;
• the MAX AI & Data Use Notice;
• the Data Processing Addendum ("DPA");
• any applicable order form, subscription confirmation, quote, statement of work, or other commercial terms accepted by Customer; and
• any product-specific terms expressly identified as applying to a Service.

The Your Privacy Choices page and Accessibility Statement provide additional information but do not independently modify the commercial terms of this Agreement.

If there is a conflict, the following order of precedence applies unless an applicable document expressly states otherwise:

1. a separately signed written agreement expressly modifying this Agreement;
2. an applicable order form or statement of work, but only as to the commercial terms expressly addressed;
3. this Master Services Agreement;
4. the DPA, with respect to data-processing obligations;
5. applicable product-specific terms;
6. the public Terms of Service; and
7. other incorporated policies.

3. Business Use and Eligibility

CountingWorks PRO is designed primarily for tax, accounting, financial, and other professional businesses.

Customer represents that the Services are obtained primarily for business or professional use unless CountingWorks expressly agrees otherwise.

Customer and its Authorized Users must use the Services in accordance with applicable law, professional standards, ethical obligations, contractual requirements, and this Agreement.

4. Accounts and Authorized Users

Customer may authorize employees, owners, contractors, and other individuals to access the Services ("Authorized Users") subject to applicable subscription limits.

Each Authorized User must:

• use their own authorized credentials;
• maintain credential confidentiality;
• use reasonable security practices;
• access only information they are authorized to access;
• comply with this Agreement; and
• promptly report suspected unauthorized access.

Customer is responsible for managing permissions and Authorized Users associated with its organization.

Customer must promptly remove or modify access when an Authorized User no longer requires access.

Credentials may not be shared or used to circumvent seat, user, subscription, security, credit, usage, or other restrictions.

5. Trials, Demonstrations, and Evaluation Access

CountingWorks may provide free trials, demonstrations, promotional access, pilot programs, beta access, evaluation accounts, or other limited access.

Such Services may:

• include limited functionality;
• have different usage limits;
• expire;
• be modified or discontinued;
• have reduced support;
• exclude service commitments otherwise available with paid Services; or
• be subject to additional terms.

A trial does not convert to a paid subscription unless the applicable offer or ordering process provides for such conversion and Customer has authorized the applicable paid subscription.

CountingWorks may limit or discontinue free, promotional, trial, beta, or evaluation access at any time to the extent permitted by law.

6. Subscriptions, Plans, and Orders

Paid Services are provided according to the subscription, plan, package, order, add-ons, usage arrangement, or other commercial configuration associated with Customer's account.

A subscription may include limits or allowances relating to:

• Authorized Users or seats;
• websites;
• contacts;
• clients;
• storage;
• communications;
• email or messaging volume;
• MAX usage or credits;
• AI usage or compute;
• client imports;
• transactions;
• payments;
• integrations;
• Skills;
• Connected Services;
• support;
• content;
• data processing; or
• other usage metrics.

Plan descriptions describe the Services available at a particular point in time and do not create a perpetual entitlement to a particular product configuration.

7. Pricing, Packaging, Features, and Fees

CountingWorks continually develops and evolves its Services, technology, product offerings, and business models.

CountingWorks may add, remove, modify, combine, rename, repackage, replace, or discontinue:

• subscription plans;
• products;
• features;
• functionality;
• workflows;
• AI capabilities;
• MAX credits or usage allowances;
• contact limits;
• client limits;
• user or seat allowances;
• storage allowances;
• integrations;
• Skills;
• agents;
• Connected Services;
• support levels;
• content;
• add-ons; and
• other elements of the Services.

CountingWorks may modify prices and fees and may introduce new:

• subscription tiers;
• usage-based pricing;
• transaction fees;
• payment processing fees;
• communication or messaging fees;
• AI or compute-based fees;
• overage charges;
• storage fees;
• add-ons;
• premium functionality;
• third-party pass-through charges; or
• other pricing models.

Unless otherwise agreed or required by applicable law, changes to the recurring base subscription price for an existing Customer will take effect beginning with a future billing period following notice from CountingWorks.

Variable charges, including usage-based charges, transaction fees, payment processing fees, communication fees, overage fees, taxes, regulatory charges, third-party pass-through costs, and charges for optional or additional Services, may change separately from Customer's base subscription price.

Such variable charges may change based on Customer usage, underlying provider costs, payment network costs, third-party pricing, taxes, regulations, technology costs, or changes to the applicable Service.

Features, functionality, integrations, AI models, Skills, workflows, usage allowances, Connected Services, and other product configurations may change while Customer's subscription remains active.

Customer's purchase or continued use of the Services is not contingent upon the delivery or continued availability of any particular:

• future feature;
• product roadmap item;
• integration;
• AI model;
• AI provider;
• third-party service;
• Skill;
• workflow;
• release date; or
• planned functionality,

unless expressly agreed by CountingWorks in a signed written agreement.

CountingWorks may replace functionality with different or substantially similar functionality or discontinue functionality that is obsolete, impractical, insecure, underused, legally problematic, dependent upon an unavailable third party, economically impractical, or otherwise no longer appropriate for the Services.

Where applicable law requires notice concerning a pricing, billing, or other commercial change, CountingWorks will provide such notice.

Except as expressly provided in a signed agreement or applicable order, no website, pricing page, demonstration, sales presentation, roadmap, marketing material, email, conversation, or product description creates a perpetual entitlement to a particular price, feature, product configuration, usage allowance, integration, vendor, AI model, or roadmap commitment.

8. Billing and Payment

Customer agrees to pay all fees and charges associated with its account and use of paid Services.

Subscriptions are billed monthly or annually, according to the billing frequency selected by Customer or otherwise associated with Customer's account.

Unless otherwise stated:

• subscription fees are billed in advance;
• usage and transaction charges may be billed in arrears or as incurred;
• Customer authorizes CountingWorks and applicable payment providers to charge the payment method associated with Customer's account at the applicable billing interval;
• Customer must maintain accurate billing and payment information; and
• Customer is responsible for applicable taxes and fees.

If a payment cannot be processed, CountingWorks may:

• retry the payment method;
• request another payment method;
• restrict functionality;
• suspend access;
• terminate Services; or
• pursue other remedies available under this Agreement or law.

Customer remains responsible for undisputed amounts properly incurred before suspension, cancellation, or termination.

9. Subscription Continuation and Cancellation

Monthly subscriptions continue on a month-to-month basis until canceled.

Annual subscriptions continue on an annual basis until canceled.

Customer authorizes CountingWorks to continue charging the payment method associated with Customer's account according to the applicable monthly or annual billing frequency until Customer cancels the subscription.

Customer may cancel according to the cancellation process made available by CountingWorks.

Unless otherwise stated by CountingWorks or required by applicable law:

• cancellation takes effect at the end of the then-current paid subscription period;
• Customer may continue using applicable paid Services through the end of that period;
• no additional subscription period will be charged after cancellation becomes effective; and
• cancellation does not entitle Customer to a prorated or retroactive refund for amounts already paid or incurred.

CountingWorks may change subscription prices as provided in Section 7.

Where applicable law requires notice or another procedure concerning a subscription, price, billing, or cancellation change, CountingWorks will comply with the applicable requirement.

10. Refunds

Except where:

• required by law;
• stated in a specific offer;
• provided by an applicable written guarantee; or
• agreed by CountingWorks in writing,

amounts properly charged are non-refundable.

Cancellation does not ordinarily entitle Customer to a prorated refund for the unused portion of an existing monthly or annual subscription period.

11. Payment and Transaction Functionality

Certain Services may allow Customer to accept or facilitate payments or financial transactions involving Customer's clients or other third parties.

Payment processing may be provided in whole or in part by independent third-party payment processors, financial institutions, payment networks, or technology providers.

Customer may be required to accept separate terms imposed by those providers.

Customer is responsible for applicable:

• payment processing fees;
• transaction fees;
• chargebacks;
• reversals;
• returned payments;
• refunds;
• disputes;
• bank fees;
• taxes; and
• other charges associated with Customer's transactions.

CountingWorks may modify payment processing fees and other transaction-related fees, including in response to changes in underlying processor, payment network, banking, regulatory, or technology costs.

CountingWorks does not guarantee the approval, completion, timing, settlement, reversal, or availability of any transaction processed through a third party.

Nothing in the Services makes CountingWorks a bank, financial institution, escrow agent, fiduciary, or money transmitter except to the extent expressly stated for a particular Service.

12. Usage, Credits, and Allowances

Certain Services may use credits, contact allowances, client limits, storage limits, transactions, AI usage, compute consumption, messages, or other usage measurements.

Unless expressly stated otherwise:

• allowances apply only to the applicable Customer account;
• allowances have no cash value;
• allowances may not be transferred or resold;
• unused allowances expire according to applicable plan rules;
• unused allowances do not roll over indefinitely unless expressly provided;
• CountingWorks may establish technical or reasonable-use limitations; and
• additional usage may require additional credits, an upgrade, an add-on, or additional fees.

CountingWorks may modify the methodology used to measure usage as technology, products, models, or underlying provider pricing evolves.

13. Customer Data

"Customer Data" means information, files, records, communications, documents, prompts, client information, prospect information, financial information, tax information, accounting information, business information, images, audio, video, and other content:

• provided by Customer or its Authorized Users;
• provided on Customer's behalf;
• collected through Customer's use of the Services; or
• made available to the Services through Customer-authorized integrations or connections.

As between CountingWorks and Customer, Customer retains its ownership and other rights in Customer Data.

Customer grants CountingWorks and its Service Providers the non-exclusive rights necessary to:

• host;
• store;
• copy;
• transmit;
• retrieve;
• index;
• analyze;
• classify;
• summarize;
• transform;
• create machine-readable representations from;
• display;
• disclose to authorized Service Providers;
• process; and
• otherwise use Customer Data

to the extent reasonably necessary to provide, secure, maintain, support, operate, develop, and improve the Services; fulfill Customer instructions; prevent fraud and abuse; comply with applicable law; and perform other activities permitted by this Agreement, the Privacy Policy, MAX AI & Data Use Notice, and applicable DPA.

CountingWorks does not acquire ownership of Customer Data merely because Customer Data is processed through the Services.

14. Customer Authority Over Data

Customer represents and warrants that it possesses the rights, authority, permissions, notices, and consents necessary to:

• provide Customer Data to CountingWorks;
• authorize CountingWorks and its Service Providers to process Customer Data;
• authorize MAX and other AI-powered features to process Customer Data;
• create AI Context Data from authorized Customer Data;
• connect systems containing Customer Data;
• permit Authorized Users to access Customer Data;
• authorize Customer-selected Connected Services;
• transmit information to authorized third parties; and
• otherwise use the Services for Customer's intended purposes.

Customer is responsible for its relationships with clients, prospects, employees, vendors, and other individuals whose information Customer processes through the Services.

CountingWorks is entitled to rely on Customer's instructions and representations concerning Customer's authority to process Customer Data unless CountingWorks knows that the requested processing would violate applicable law.

15. Tax Return Information and IRC Section 7216

Customer acknowledges that certain Customer Data may constitute tax return information or other information protected by federal or state law, professional rules, confidentiality requirements, or contractual obligations.

Customer is responsible for determining whether its use or disclosure of tax return information through CountingWorks, MAX, Skills, communications, Connected Services, integrations, or other functionality requires taxpayer consent or other authorization under:

• Internal Revenue Code Section 7216;
• Internal Revenue Code Section 6713;
• applicable Treasury Regulations;
• IRS guidance; or
• other applicable law or professional requirements.

Customer is responsible for obtaining any required taxpayer consent before directing CountingWorks or the Services to use or disclose tax return information for a purpose requiring such consent.

CountingWorks does not provide Customer with legal advice regarding whether a particular Customer use requires taxpayer consent.

Where applicable law permits CountingWorks or its Service Providers to process information as an auxiliary service provider, contractor, processor, or similar service provider without separate taxpayer consent, nothing in this Agreement is intended to require consent beyond that required by applicable law.

16. Service Providers and Subprocessors

Customer authorizes CountingWorks to engage affiliates, contractors, vendors, service providers, subprocessors, infrastructure providers, cloud providers, artificial intelligence providers, communications providers, payment providers, analytics providers, security providers, hosting providers, development providers, data-processing providers, and other third parties reasonably necessary to provide, secure, maintain, support, develop, and operate the Services ("Service Providers").

Customer authorizes CountingWorks to disclose, transmit, make available, or otherwise permit such Service Providers to process Customer Data to the extent reasonably necessary to perform services for CountingWorks or Customer in connection with the Services.

CountingWorks is not required to identify each Service Provider in this Agreement.

CountingWorks may add, replace, remove, or change Service Providers as our technology, products, business operations, underlying costs, security requirements, and vendor relationships evolve.

Service Providers may include providers of:

• artificial intelligence models;
• APIs;
• machine-learning services;
• speech and voice technologies;
• communications infrastructure;
• cloud hosting;
• data storage;
• authentication;
• analytics;
• payment processing;
• security;
• search and retrieval;
• document processing;
• development infrastructure; and
• other technology necessary to operate the Services.

Where required by applicable law, Service Providers processing personal information on CountingWorks' behalf will be subject to appropriate contractual privacy, confidentiality, data-use, and security obligations.

Where applicable law requires additional provisions concerning subprocessors, processing instructions, international transfers, subprocessor notices, or objections, the applicable DPA governs those requirements.

A third party selected, connected, configured, or independently authorized by Customer is not a CountingWorks Service Provider merely because it interoperates with the Services.

17. Privacy and Data Processing

CountingWorks processes personal information according to the Privacy Policy, this Agreement, the applicable DPA, and applicable law.

Depending on the circumstances, CountingWorks may act as:

• a business or controller for information relating to its direct relationship with Customer; and
• a service provider, contractor, processor, or similar role when processing certain Customer Data on Customer's behalf.

Customer is responsible for determining what information it collects, uploads, connects, and processes through the Services and for satisfying its own privacy, confidentiality, notice, consent, and professional obligations.

18. MAX and Artificial Intelligence

MAX and other CountingWorks features may use:

• artificial intelligence;
• machine learning;
• large language models;
• multimodal models;
• speech or voice technologies;
• retrieval systems;
• search technologies;
• document-processing technologies;
• embeddings;
• automated workflows;
• agents; and
• other current or future AI technologies.

Depending on Customer's configuration, MAX may:

• retrieve and analyze Customer Data;
• index information;
• create AI Context Data;
• conduct research;
• analyze client or prospect information;
• summarize documents or communications;
• identify patterns;
• identify possible opportunities;
• generate recommendations;
• draft content;
• create or process audio, images, or other media;
• assist with communications;
• operate Skills;
• use agents;
• interact with Connected Services;
• assist with workflows; or
• perform other AI-powered tasks.

Customer authorizes applicable AI processing when Customer enables, instructs, or uses the applicable functionality.

Additional information is provided in the MAX AI & Data Use Notice.

19. AI Context Data

MAX may create and maintain:

• indexes;
• embeddings;
• classifications;
• metadata;
• summaries;
• extracted information;
• relationships;
• tags;
• contextual representations; and
• other derived information

from authorized Customer Data to enable retrieval, intelligence, automation, personalization, and other AI-powered functionality ("AI Context Data").

AI Context Data may be maintained and processed as reasonably necessary to provide and improve the applicable Services.

AI Context Data remains subject to applicable contractual protections associated with the underlying Customer Data.

20. AI Model and Technology Providers

CountingWorks may use one or more third-party AI, machine-learning, speech, voice, search, retrieval, infrastructure, or other technology providers to deliver AI-powered functionality.

Such providers may process authorized Customer Data through APIs or other technical interfaces as part of delivering the Services.

CountingWorks may:

• select different models for different tasks;
• route requests among providers;
• introduce new models;
• replace models;
• change providers;
• use proprietary models or systems;
• combine multiple providers;
• change technical interfaces; or
• discontinue use of a provider.

Customer acknowledges that MAX and other AI capabilities are CountingWorks Services and do not create a contractual entitlement to any specific underlying model, provider, API, or technology.

CountingWorks is not required to disclose every AI model or technology provider within this Agreement.

21. AI Training and Customer Data

CountingWorks does not sell Customer Data for the purpose of training public or third-party foundation AI models.

CountingWorks does not authorize third-party AI model providers acting on CountingWorks' behalf to use Customer Data submitted through MAX to train their public foundation models.

This restriction does not apply where Customer independently:

• selects;
• connects;
• configures;
• instructs; or
• authorizes

a third-party service in a manner that permits that third party to use information under the third party's own terms or policies.

CountingWorks may use aggregated, de-identified, diagnostic, operational, usage, security, performance, and feedback information as permitted by law to:

• operate the Services;
• evaluate performance;
• improve reliability;
• improve workflows;
• improve retrieval;
• develop product functionality;
• conduct testing;
• improve security;
• prevent abuse; and
• understand how the Services are used.

22. Service and Usage Data

CountingWorks may collect technical, operational, diagnostic, telemetry, usage, performance, and security information concerning operation and use of the Services ("Service Data").

CountingWorks may use Service Data to:

• provide and maintain the Services;
• administer accounts;
• measure usage;
• prevent fraud;
• maintain security;
• troubleshoot;
• improve performance;
• develop functionality;
• perform analytics; and
• operate our business.

To the extent Service Data includes personal information, CountingWorks will process it in accordance with applicable privacy law and the Privacy Policy.

23. AI Outputs

"Outputs" means text, summaries, analyses, recommendations, drafts, images, audio, classifications, answers, or other material generated by AI functionality specifically in response to Customer's authorized use of the Services.

As between CountingWorks and Customer, and to the extent permitted by applicable law, Customer may use and owns any rights CountingWorks may have in Outputs generated specifically for Customer.

This does not transfer ownership of:

• CountingWorks technology;
• MAX;
• Skills;
• workflows;
• prompts or system instructions proprietary to CountingWorks;
• methodologies;
• templates;
• software;
• underlying databases;
• pre-existing CountingWorks content;
• third-party materials;
• licensed content; or
• other CountingWorks intellectual property.

Because of the nature of generative AI, Outputs may not be unique. Other users may receive identical or similar Outputs.

CountingWorks does not represent or warrant that any Output is:

• unique;
• eligible for copyright or other intellectual property protection;
• free of all third-party rights; or
• appropriate for Customer's intended use.

24. AI Accuracy and Professional Responsibility

Artificial intelligence can make mistakes.

Outputs may be:

• inaccurate;
• incomplete;
• outdated;
• inconsistent;
• misleading;
• incorrectly interpreted;
• based on incomplete context;
• unsupported by applicable authority; or
• inappropriate for a particular client or situation.

AI functionality may also fail to identify information that a professional would consider important.

Customer and Authorized Users are responsible for reviewing Outputs before relying on them.

MAX is intended to assist professionals and does not replace professional judgment.

Customer remains responsible for:

• tax positions;
• accounting decisions;
• professional advice;
• calculations;
• elections;
• deadlines;
• filings;
• client communications;
• recommendations;
• compliance decisions;
• workpapers;
• final work product; and
• professional services.

CountingWorks does not become Customer's tax preparer, accountant, attorney, investment adviser, financial adviser, employer, or other professional service provider merely because the Services process information or produce an Output.

25. Skills, Agents, and Automated Actions

CountingWorks may provide Skills, AI agents, autonomous or semi-autonomous workflows, and other functionality capable of performing multiple steps or actions.

Depending on permissions and configuration, such functionality may:

• retrieve information;
• analyze records;
• classify information;
• generate recommendations;
• prepare communications;
• organize workflows;
• request information;
• interact with Customer Data;
• interact with Connected Services;
• prepare actions for approval; or
• perform authorized actions.

CountingWorks may use safeguards including:

• approval requirements;
• permission controls;
• confidence thresholds;
• restricted actions;
• activity logging;
• validation procedures; and
• human escalation.

No safeguard eliminates every possible error or unintended action.

Customer is responsible for selecting which capabilities to enable, determining appropriate permissions, and maintaining human oversight proportionate to the nature and consequences of the task.

26. Consequential and Regulated Decisions

MAX is not intended to independently make legally significant or consequential decisions concerning individuals.

Customer will maintain appropriate human review when using AI functionality in connection with matters involving:

• employment;
• lending;
• credit;
• insurance;
• housing;
• healthcare;
• legal rights;
• eligibility for financial services; or
• other decisions that may materially affect an individual.

Customer is responsible for determining whether its intended use is subject to laws governing automated decision-making, profiling, discrimination, notices, impact assessments, appeals, human review, or similar requirements.

27. Connected Services, Integrations, and MCPs

Customer may connect CountingWorks or MAX to third-party:

• applications;
• APIs;
• databases;
• platforms;
• data sources;
• productivity tools;
• accounting systems;
• communications platforms;
• file systems;
• financial applications;
• Model Context Protocol ("MCP") servers; or
• other external services

("Connected Services").

By enabling a Connected Service, Customer authorizes CountingWorks to access, retrieve, transmit, process, or make information available through that connection according to the permissions granted.

Customer is responsible for:

• selecting the Connected Service;
• evaluating its provider;
• determining whether the provider is trustworthy;
• understanding permissions and scopes;
• determining what information can be accessed;
• determining what actions can be performed;
• confirming Customer has authority to establish the connection;
• reviewing applicable terms and policies; and
• disconnecting the service when access is no longer appropriate.

Customer should treat enabling an MCP connection as granting access to another information system.

MCP servers may expose information, tools, functionality, or actions beyond what Customer initially expects.

Customer should apply least-privilege principles and connect only MCP servers and other services Customer trusts.

28. Customer-Selected Third Parties

Third-party Connected Services independently selected, connected, or configured by Customer are operated independently from CountingWorks.

CountingWorks is not responsible for their independent:

• security;
• availability;
• functionality;
• accuracy;
• acts;
• omissions;
• data use;
• retention;
• compliance;
• AI training;
• pricing; or
• privacy practices.

When Customer instructs CountingWorks or MAX to transmit information to a Customer-selected third party, information transmitted to that third party may become subject to that third party's terms and policies.

CountingWorks' contractual commitments concerning systems under CountingWorks' control do not automatically extend to Customer-selected third parties.

29. Restricted and Specially Regulated Data

Unless expressly agreed by CountingWorks in writing, Customer will not use the Services in a manner that would require CountingWorks to comply with specialized regulatory requirements solely because of Customer's particular industry, activity, or data where the applicable Service is not expressly offered for that regulated use.

Customer will not upload or process information in violation of applicable law.

Where a particular type of regulated information requires a specialized agreement, authorization, certification, or contractual addendum, Customer must obtain that agreement from CountingWorks before using the Services for that purpose.

The technical ability to upload or process a type of information does not constitute a representation by CountingWorks that the Service is approved for every regulatory use involving that information.

30. Electronic Signatures and Electronic Transactions

Certain Services may facilitate electronic signatures, proposals, approvals, payments, authorizations, and other transactions.

Customer is responsible for determining whether an electronic signature or transaction is legally sufficient for Customer's particular use.

Customer consents to receive account, billing, security, contractual, service, and other legally permitted communications electronically.

31. Websites and Customer-Published Content

If Customer uses CountingWorks to operate a website or publish content, Customer is responsible for the accuracy, legality, and appropriateness of Customer-provided content and professional representations.

Customer is responsible for obtaining appropriate rights to materials it provides for publication, including:

• text;
• images;
• trademarks;
• photographs;
• videos;
• documents;
• data; and
• other materials.

CountingWorks may provide:

• templates;
• AI-generated drafts;
• marketing content;
• accessibility features;
• SEO tools;
• analytics;
• recommendations; and
• other assistance.

Customer remains responsible for the content ultimately published on Customer's behalf.

32. Accessibility

CountingWorks provides technologies and tools intended to support accessible digital experiences.

Accessibility can be affected by:

• Customer-created content;
• PDFs and documents;
• videos;
• images;
• custom code;
• third-party embeds;
• Connected Services;
• integrations; and
• other factors outside CountingWorks' control.

No accessibility technology or feature guarantees compliance with every accessibility standard or law in every circumstance.

Customer remains responsible for evaluating its own accessibility obligations.

33. Communications and Marketing

The Services may permit Customer to send:

• emails;
• newsletters;
• text messages;
• appointment reminders;
• review requests;
• campaigns;
• marketing communications; or
• other messages.

Customer is responsible for ensuring its communications comply with applicable:

• consent requirements;
• opt-out requirements;
• marketing laws;
• anti-spam laws;
• telecommunications laws;
• privacy laws;
• professional standards; and
• contractual obligations.

Customer may not use the Services for unlawful spam, deceptive communications, or communications Customer is not authorized to send.

34. Third-Party Services and Dependencies

Certain Services may depend upon third-party products, networks, platforms, APIs, models, infrastructure, or other services.

CountingWorks does not control such third parties and cannot guarantee their continued:

• availability;
• performance;
• functionality;
• pricing;
• security;
• compatibility; or
• business operations.

If a third-party service changes, restricts, becomes unavailable, materially increases its cost, or is discontinued, CountingWorks may modify, replace, restrict, reprice, or discontinue affected functionality.

35. Beta, Preview, and Experimental Functionality

CountingWorks may provide functionality identified as beta, preview, experimental, pilot, early access, or evaluation.

Such functionality may:

• contain errors;
• change substantially;
• produce unexpected results;
• have limited availability;
• have limited support;
• use experimental technologies; or
• be discontinued.

Customer should not rely on beta or experimental functionality for critical activities without appropriate independent safeguards.

36. Acceptable Use

Customer and Authorized Users may not:

• violate applicable law;
• violate third-party intellectual property, confidentiality, or privacy rights;
• access information without authorization;
• upload or distribute malware;
• interfere with security or operation of the Services;
• attempt unauthorized access;
• probe or test systems without authorization;
• circumvent user, usage, subscription, security, or credit restrictions;
• share credentials improperly;
• reverse engineer the Services except where law prohibits such restriction;
• use the Services to facilitate fraud or unlawful activity;
• use AI functionality for unlawful discrimination;
• use the Services to violate professional confidentiality obligations;
• intentionally introduce deceptive or harmful content;
• resell or commercially exploit the Services except as expressly authorized;
• use automated means to extract substantial portions of proprietary Services except as authorized; or
• use the Services in a manner that creates unreasonable legal, security, operational, or reputational risk.

CountingWorks may implement reasonable technical controls to enforce these restrictions.

37. Intellectual Property

CountingWorks and its licensors retain all right, title, and interest in and to the Services and associated intellectual property, including:

• software;
• interfaces;
• designs;
• technology;
• workflows;
• databases;
• documentation;
• methodologies;
• templates;
• educational content;
• prompts;
• AI systems;
• MAX;
• MAX Skills;
• trademarks;
• logos; and
• other CountingWorks materials.

Subject to this Agreement and applicable fees, CountingWorks grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the applicable Services during Customer's authorized subscription or access period.

No ownership interest in CountingWorks intellectual property is transferred to Customer.

38. Feedback

Customer may provide suggestions, ideas, recommendations, feature requests, or other feedback.

CountingWorks may use such feedback without restriction, obligation, or compensation.

CountingWorks will not publicly identify Customer as the source of feedback without permission.

39. Confidentiality

Each party may receive information from the other that is designated confidential or reasonably should be understood to be confidential ("Confidential Information").

Each party will:

• use reasonable care to protect the other party's Confidential Information;
• use it only as necessary to perform obligations or exercise rights under this Agreement; and
• disclose it only to persons or providers with a legitimate need to know and appropriate confidentiality obligations.

Confidential Information does not include information that:

• is publicly available without breach;
• was lawfully known without restriction;
• is independently developed without use of the other party's Confidential Information; or
• is lawfully received from another source without restriction.

A party may disclose Confidential Information where required by law, subpoena, or court order, subject to legally permitted notice.

Customer Data is Customer Confidential Information.

40. Security

CountingWorks maintains administrative, technical, and organizational safeguards designed to protect information processed through the Services.

CountingWorks may maintain controls relating to:

• authentication;
• access management;
• encryption;
• infrastructure security;
• logging;
• monitoring;
• vulnerability management;
• incident response;
• vendor management;
• data protection; and
• other security practices appropriate to the Services.

No software, AI system, or internet-based service can be guaranteed to be completely secure.

Customer is responsible for:

• protecting credentials;
• enabling and maintaining available security controls;
• maintaining appropriate endpoint security;
• configuring user permissions;
• managing Authorized Users;
• evaluating Customer-selected Connected Services;
• maintaining appropriate internal safeguards; and
• promptly notifying CountingWorks of suspected unauthorized access.

Additional information is available through the CountingWorks PRO Security Center.

41. Security Incidents

CountingWorks will respond to security incidents involving Customer Data in accordance with applicable law and contractual obligations.

Where required by applicable law or the DPA, CountingWorks will provide Customer with applicable notification concerning a qualifying security incident.

Customer is responsible for maintaining current security and administrative contact information.

Nothing in a security incident notice constitutes an admission of fault or liability.

42. Service Availability

CountingWorks strives to provide reliable Services but does not guarantee uninterrupted or error-free operation unless a separate written service-level agreement expressly states otherwise.

Availability may be affected by:

• maintenance;
• third-party outages;
• AI provider availability;
• internet or telecommunications failures;
• cyber incidents;
• software defects;
• model errors;
• infrastructure failures;
• emergency changes;
• force majeure events; or
• other circumstances.

CountingWorks may perform scheduled or emergency maintenance as reasonably necessary.

43. Support

Support levels, response targets, channels, hours, and included services may vary by plan or product.

Unless expressly stated in a separate service-level agreement, support targets are goals and not guaranteed response or resolution times.

44. Suspension

CountingWorks may suspend, restrict, or limit Customer's access to some or all Services where reasonably necessary because:

• Customer materially breaches this Agreement;
• payment is overdue;
• Customer's use creates a security risk;
• fraudulent or unauthorized activity is suspected;
• Customer's use creates material legal or regulatory risk;
• Customer violates third-party rights;
• an underlying Service Provider requires suspension;
• continued service is prohibited by law;
• Customer's activity threatens the Services or other users; or
• emergency action is reasonably necessary to protect information or systems.

Where reasonable and legally permitted, CountingWorks will attempt to provide notice and an opportunity to cure.

45. Termination

Customer may terminate a subscription according to Section 9 and applicable cancellation procedures.

CountingWorks may terminate this Agreement or Customer's access for:

• material breach;
• unlawful activity;
• repeated nonpayment;
• fraud;
• abuse;
• security threats;
• unauthorized use; or
• other grounds permitted by this Agreement or law.

CountingWorks may discontinue a product or Service.

Where commercially reasonable, CountingWorks will provide advance notice of a material discontinuation affecting a paid Customer, but no particular Service or functionality is guaranteed to remain available indefinitely.

Termination does not eliminate payment obligations incurred before termination.

46. Data Following Termination

Following termination or expiration, Customer may lose access to the Services and Customer Data.

Customer should export information it is independently required or wishes to retain before termination.

Where supported, CountingWorks may provide a limited period for data export following termination, at our discretion or as required by applicable law or written agreement.

CountingWorks may thereafter delete, de-identify, aggregate, or otherwise dispose of Customer Data according to applicable retention practices, subject to:

• legal obligations;
• security requirements;
• backup integrity;
• fraud prevention;
• dispute resolution; and
• contractual requirements.

Deletion from active systems may not result in immediate deletion from all backups, logs, caches, or disaster-recovery systems.

Customer remains responsible for maintaining records Customer is independently required to retain.

47. Customer Representations and Responsibilities

Customer represents and warrants that:

• it has authority to enter into this Agreement;
• information supplied to CountingWorks concerning its account is materially accurate;
• it will use the Services lawfully;
• it possesses necessary authority over Customer Data;
• it will comply with applicable professional requirements;
• it will obtain legally required notices, permissions, and consents;
• it will maintain appropriate controls over Authorized Users; and
• it will not direct CountingWorks to perform an action Customer knows would violate applicable law.

Customer remains responsible for its:

• business;
• professional services;
• clients;
• communications;
• filings;
• regulatory obligations;
• professional judgment; and
• decisions.

48. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

COUNTINGWORKS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• TITLE; AND
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

COUNTINGWORKS DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
• EVERY FEATURE WILL REMAIN AVAILABLE;
• AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR CURRENT;
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE;
• CUSTOMER-SELECTED CONNECTED SERVICES WILL BE SECURE;
• THE SERVICES WILL IDENTIFY EVERY RELEVANT TAX, ACCOUNTING, BUSINESS, SECURITY, OR COMPLIANCE ISSUE;
• INFORMATION WILL NEVER BE LOST; OR
• USE OF THE SERVICES ALONE WILL SATISFY CUSTOMER'S LEGAL, PROFESSIONAL, REGULATORY, TAX, SECURITY, PRIVACY, ACCESSIBILITY, OR ETHICAL OBLIGATIONS.

Nothing in this Agreement excludes rights or warranties that cannot lawfully be excluded.

49. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• EXEMPLARY DAMAGES;
• PUNITIVE DAMAGES;
• CONSEQUENTIAL DAMAGES;
• LOST PROFITS;
• LOST REVENUE;
• LOSS OF BUSINESS OPPORTUNITY;
• LOSS OF GOODWILL;
• BUSINESS INTERRUPTION; OR
• LOSS OF USE,

ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, COUNTINGWORKS' TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COUNTINGWORKS FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

FOR A TRIAL, FREE SERVICE, OR OTHER SERVICE FOR WHICH CUSTOMER HAS PAID NO FEES, COUNTINGWORKS' AGGREGATE LIABILITY WILL NOT EXCEED $100.

The foregoing limitations apply regardless of legal theory, including contract, tort, negligence, strict liability, or otherwise.

Nothing in this Agreement limits liability to the extent such limitation is prohibited by applicable law.

50. Customer Indemnification

To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless CountingWorks and its affiliates, officers, directors, employees, contractors, and agents from third-party claims, damages, liabilities, judgments, penalties, costs, and reasonable attorneys' fees arising from or relating to:

• Customer Data;
• Customer's professional services;
• Customer's client relationships;
• Customer's violation of law;
• Customer's failure to obtain a legally required consent or authorization;
• Customer's violation of Section 7216 or other confidentiality obligations;
• Customer's violation of third-party rights;
• Customer's unauthorized use or disclosure of information;
• Customer-selected Connected Services or MCP connections;
• Customer's communications;
• Customer's website or published content;
• Customer's products or services;
• Customer's misuse of AI Outputs;
• Customer's instructions to CountingWorks; or
• Customer's material breach of this Agreement.

CountingWorks will provide reasonable notice of an indemnified claim and reasonable cooperation.

CountingWorks may participate in the defense with counsel of its choice at its own expense.

Customer may not enter into a settlement admitting wrongdoing by, imposing liability upon, or creating obligations for CountingWorks without CountingWorks' written consent.

51. Informal Dispute Resolution

Before initiating arbitration or litigation, the parties agree to attempt in good faith to resolve disputes informally.

The party initiating a dispute must provide written notice describing:

• the nature of the dispute;
• relevant facts;
• the requested resolution; and
• reasonable contact information.

Notices to CountingWorks should be sent to:

legal@countingworkspro.com

Unless immediate equitable relief is reasonably necessary, the parties will provide at least 30 days after receipt of notice to attempt informal resolution.

52. Binding Arbitration

Except for:

• claims eligible for small claims court;
• claims seeking temporary or preliminary injunctive relief relating to unauthorized access, misuse, confidentiality, or intellectual property; or
• claims that applicable law prohibits from being arbitrated,

disputes arising out of or relating to this Agreement or the Services will be resolved through final and binding arbitration to the fullest extent permitted by law.

Arbitration will be administered by the American Arbitration Association ("AAA") under the rules applicable to the dispute.

Unless applicable law requires otherwise or the parties agree otherwise, arbitration will occur in Orange County, California, or remotely.

The arbitrator will have authority to determine issues of arbitrability and award remedies available under applicable law, subject to the limitations contained in this Agreement to the extent enforceable.

53. Class and Representative Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND COUNTINGWORKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY.

NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION.

The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

If this waiver is determined unenforceable for a particular claim, treatment of that claim will be determined under applicable law without invalidating the remainder of this Agreement except where applicable law requires otherwise.

54. Governing Law and Venue

This Agreement is governed by the laws of the State of California without regard to conflict-of-law principles.

For claims not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Orange County, California, except where applicable law requires otherwise.

55. Changes to This Agreement

CountingWorks may update this Agreement to reflect:

• changes to the Services;
• changes to pricing or packaging;
• new products or functionality;
• changes to MAX or AI functionality;
• new models or Service Providers;
• new Connected Services or MCP capabilities;
• changes in payment functionality;
• security requirements;
• business or operational changes;
• changes in applicable law; or
• other developments.

CountingWorks will maintain version information for this Agreement.

For material changes to Customer's contractual rights or obligations, CountingWorks may require Customer, an Authorized User, Account Owner, or other authorized representative, as applicable, to review and affirmatively accept the updated Agreement before continuing to access some or all Services.

Continued access may be conditioned on acceptance of an updated Agreement to the extent permitted by law.

Changes that are non-material, including:

• formatting;
• typographical corrections;
• clarification;
• updated links;
• updated contact information; or
• changes that do not materially affect Customer's contractual rights or obligations,

may be made without renewed acceptance.

A price, usage fee, payment processing fee, package, allowance, or similar commercial change governed by Section 7 does not require full re-acceptance of this Agreement solely because that commercial term changes, unless CountingWorks elects to require renewed acceptance or applicable law requires it.

56. Electronic Records of Acceptance

CountingWorks may maintain records documenting acceptance of this Agreement, including:

• user identity;
• Customer organization;
• role or account authority;
• date and time;
• Agreement version;
• electronic acceptance action;
• IP address;
• device or session information; and
• other information reasonably necessary to document acceptance.

Customer agrees that such electronic records may be used as evidence of acceptance.

CountingWorks may separately track:

• individual Authorized User acceptance; and
• organizational acceptance by an Account Owner or other authorized representative.

57. Electronic Notices

CountingWorks may provide legal, contractual, billing, security, pricing, product, and service-related notices through:

• email;
• the Services;
• Customer's account;
• an in-product notification;
• a billing contact;
• an Account Owner; or
• another reasonable electronic method.

Customer is responsible for maintaining accurate account and contact information.

58. Assignment

Customer may not assign this Agreement without CountingWorks' prior written consent, except where applicable law requires otherwise.

CountingWorks may assign this Agreement, in whole or in part, to:

• an affiliate;
• subsidiary;
• successor;
• purchaser; or
• other party

in connection with a merger, acquisition, financing, restructuring, reorganization, sale of assets, change of control, or similar transaction.

59. Force Majeure

Neither party will be responsible for failure or delay resulting from circumstances beyond its reasonable control, including:

• natural disasters;
• fires;
• floods;
• earthquakes;
• epidemics;
• pandemics;
• acts of government;
• war;
• terrorism;
• civil unrest;
• labor disruptions;
• utility failures;
• internet or telecommunications failures;
• cyberattacks;
• third-party platform failures;
• AI infrastructure failures;
• cloud provider outages; or
• similar events.

This provision does not excuse Customer's obligation to pay amounts properly due.

60. Severability

If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent legally permissible and the remaining provisions will remain in effect.

61. Waiver

A party's failure to enforce any provision does not waive its right to enforce that provision or another provision later.

62. No Third-Party Beneficiaries

Except where expressly stated, this Agreement creates no third-party beneficiary rights.

Customer's clients, customers, employees, prospects, and other individuals whose information may be processed through the Services are not parties to this Agreement.

63. Relationship of the Parties

The parties are independent contractors.

Nothing in this Agreement creates a:

• partnership;
• joint venture;
• agency;
• fiduciary relationship;
• employment relationship; or
• professional-client relationship

between CountingWorks and Customer.

Neither party may bind the other except as expressly authorized.

64. Entire Agreement

This Agreement, together with incorporated policies, applicable orders, product-specific terms, the DPA where applicable, and any separately signed agreement, constitutes the agreement between Customer and CountingWorks concerning the Services.

It supersedes prior or contemporaneous agreements concerning the same subject matter to the extent those prior terms conflict with this Agreement.

65. Survival

Provisions that by their nature should survive termination will survive, including provisions relating to:

• accrued payment obligations;
• intellectual property;
• confidentiality;
• data rights and obligations;
• disclaimers;
• limitations of liability;
• indemnification;
• dispute resolution;
• governing law; and
• other accrued rights.

66. Contact Information

Questions concerning this Agreement may be directed to:

CountingWorks, Inc.
2549 Eastbluff Drive #448
Newport Beach, CA 92660

Email: legal@countingworkspro.com

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