Effective Date: November 10, 2025
Version: 4.0

These Terms of Service (the “Agreement”) are entered into by and between Profit Solutions Pro Inc., a Florida corporation, registered at 9702 SW 83rd Way, Gainesville, FL 32608, doing business as Profit Solutions (“PS,” “we,” “us,” or “our”) and the individual or entity that accepts these terms (“Client,” “you,” or “your”).

BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO ALL TERMS AND CONDITIONS OUTLINED HEREIN.

IMPORTANT: THIS AGREEMENT CONTAINS BINDING ARBITRATION PROVISIONS IN SECTION 13. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS.

1. DEFINITIONS

“Agreement” means these Terms of Service including all engagement agreements and addendums.

“Blueprint” or “WAB” means Wealth Acceleration Blueprint, showing specific tax strategies.

“Bookkeeping Services” means transaction recording, reconciliation, and financial statement preparation.

“Engagement Agreement” means specific service contracts referencing these Terms, including Tax Resolution Engagement Agreement, Tax Optimization Engagement Agreement, and Bookkeeping Services Engagement Agreement.

“Power of Attorney” means IRS Form 2848 or state equivalent for representation.

“PTOR” means Preliminary Tax Optimization Report.

“Services” means all services provided by PS across all service lines.

“Tax Resolution Services” means IRS/state tax controversy and collection matters.

“Tax Optimization Services” means proprietary tax planning and implementation strategies.

“Work Product” means all deliverables, reports, tax returns, financial statements, and other materials created specifically for Client.

2. SCOPE OF SERVICES

2.1 Tax Resolution Services

Services Include:

• Analysis of tax liabilities and assessments
• Communication with tax authorities on Client’s behalf
• Negotiation of payment arrangements and settlements
• Offer in Compromise preparation and submission
• Installment agreement negotiation
• Currently Not Collectible status requests
• Penalty abatement requests
• Lien and levy release negotiations
• Audit representation
• Appeals representation
• Collection Due Process hearings
• Trust Fund Recovery Penalty defense
• State tax resolution matters

Client Understanding:

• Requires execution of Power of Attorney (Form 2848)
• No guarantee of specific outcomes or IRS acceptance
• Resolution timeframes vary significantly
• Client remains liable for underlying tax obligations
• Penalties and interest continue to accrue during resolution

2.2 Tax Optimization Services

Services Include:

• Discovery calls and opportunity analysis
• Preliminary Tax Optimization Reports (PTOR)
• Wealth Acceleration Blueprints (WAB)
• Entity structure analysis and restructuring
• Retirement plan design and optimization
• Family employment strategies
• Deduction maximization strategies
• Income shifting and timing strategies
• Real estate tax strategies
• Investment tax optimization
• Quarterly planning sessions
• Annual tax projections
• Strategy implementation support
• Ongoing compliance monitoring

Client Understanding:

• Strategies are proprietary PS intellectual property
• Implementation requires Client action and cooperation
• IRS may challenge any tax position
• Results depend on Client’s specific circumstances
• Annual savings estimates are projections, not guarantees

2.3 Bookkeeping and Accounting Services

Services Include:

• Monthly transaction recording and categorization
• Bank account reconciliation
• Credit card account reconciliation
• Accounts receivable tracking
• Accounts payable tracking
• Financial statement preparation (Balance Sheet, P&L, Cash Flow)
• QuickBooks setup, training, and maintenance
• Chart of accounts design and optimization
• Month-end and year-end closing procedures
• Sales tax return preparation (if contracted)
• Payroll processing (if contracted separately)
• 1099 preparation and filing
• Financial analysis and KPI reporting
• Clean-up of prior period books

Service Limitations – CRITICAL:

• PS provides bookkeeping services, NOT audit or assurance services
• PS does NOT provide CPA attestation or audit opinions
• Financial statements are COMPILED ONLY without audit procedures
• PS relies entirely on accuracy of Client-provided information
• PS is NOT responsible for detecting fraud, embezzlement, or theft
• Reviews performed are management reviews, NOT audits under GAAS
• Client retains ultimate responsibility for financial accuracy
• No warranty regarding accuracy of underlying transactions

Transaction Volume Limits:

• Fees based on contracted monthly transaction volumes
• Overage transactions billed at $2.00 per transaction over limit
• Major volume changes may require fee renegotiation
• Catch-up work for prior periods billed separately at project rates

Software and System Requirements:

• Client must maintain current QuickBooks Online subscription
• Client must grant and maintain PS administrative access
• PS not liable for QuickBooks outages or third-party failures
• Client responsible for bank feed disconnections or issues
• Client must provide access to all financial institutions
• Client must maintain internet connectivity and system access

Client Responsibilities for Bookkeeping:

• Provide timely access to ALL financial accounts
• Maintain and provide original source documents
• Respond to information requests within 24 hours
• Review and approve monthly financials within 5 business days
• Immediately notify PS of any account access issues
• Provide explanations for unusual transactions
• Notify PS of any known errors or discrepancies
• Maintain supporting documentation per IRS requirements (7 years)

Record Retention:

• PS retains work product for 7 years from service date
• Client must retain original source documents per IRS requirements
• Upon termination, Client receives copy of QuickBooks file (after final payment)
• PS may destroy records after 7-year retention period

2.4 Tax Return Preparation

Services Include:

• Individual tax returns (1040)
• Business tax returns (1065, 1120, 1120S)
• Multi-state returns
• Extension filing
• Amended returns
• Prior year returns
• E-filing included where available

Client Understanding:

• Fees based on return complexity
• Rush fees apply for requests within 30 days of deadline
• Client provides all necessary documentation
• Client signs and is responsible for return accuracy
• Client responsible for estimated tax payments

2.5 Additional Services

As Contracted:

• Business consulting and advisory
• Financial planning coordination
• Entity formation and registration
• Succession planning support
• M&A transaction support
• CFO advisory services

2.6 Service Standards and Disclaimers

PS WILL:

• Use commercially reasonable efforts to provide quality services
• Apply industry-standard methodologies and practices
• Maintain professional competence and licensing
• Communicate material issues promptly
• Provide reasonable client support

PS DOES NOT GUARANTEE:

• Specific tax savings amounts or percentages
• IRS approval or acceptance of any position
• Tax resolution outcomes or settlement amounts
• Audit results or examination outcomes
• Business performance improvements
• Financial statement accuracy beyond information provided
• Detection of fraud, errors, or embezzlement
• Specific timeframes for service completion
• Third-party system reliability (QuickBooks, banks, etc.)

2.7 Accessibility

PS provides reasonable accommodations for persons with disabilities in accordance with the Americans with Disabilities Act (ADA) and applicable state laws. Please contact us at accessibility@profitsolutions.com to request accommodations.

2.8 Multiple Service Engagements

When Client engages multiple service lines:

• Each service requires separate Engagement Agreement
• All Engagement Agreements incorporate these Terms of Service
• Fees are cumulative unless bundled discount specified in writing
• Termination of one service does not automatically terminate others
• Information may be shared across service lines for Client’s benefit
• Single payment default may impact all active services
• Confidentiality and IP provisions apply across all services
• Combined services may offer operational efficiencies

3. CLIENT OBLIGATIONS

3.1 General Obligations – ALL SERVICES

Client SHALL:

• Provide complete, accurate, and timely information
• Submit requested documents within specified deadlines (48 hours unless otherwise specified)
• Execute all required authorizations and forms
• Maintain all records as required by federal and state law
• Pay all fees when due according to Engagement Agreement
• Cooperate fully and promptly with PS
• Review deliverables and provide timely feedback
• Notify PS immediately of any material changes affecting services
• Maintain insurance coverage as applicable
• Comply with all applicable laws and regulations

Client WARRANTS:

• All information provided is true, accurate, and complete
• Client has authority to enter this Agreement
• Client has rights to all materials provided to PS
• No third-party rights are violated by Client’s engagement
• Client will use PS services for lawful purposes only
• Client is not subject to bankruptcy or insolvency proceedings (unless disclosed)

3.2 Tax Resolution Specific Obligations

For Tax Resolution matters, Client MUST:

• Provide ALL IRS and state tax notices immediately upon receipt
• Disclose ALL tax years with known or potential issues
• Submit complete and accurate financial information (433-A, 433-B forms)
• Stay current with ALL ongoing tax filing and payment obligations
• Attend all required meetings, hearings, and appointments
• Follow PS recommendations and advice promptly
• Immediately notify PS of any IRS or state contact
• Provide Power of Attorney authorization (Form 2848)
• Respond to PS requests within 24-48 hours
• Not communicate with IRS/state authorities without PS knowledge
• Disclose all assets, income, and financial information fully

CRITICAL DEADLINE COMPLIANCE:

• IRS and state deadlines are firm and immovable
• Failure to provide documents timely may result in:
  • Missed statute of limitations deadlines
  • Loss of appeal rights
  • Increased penalties and interest accrual
  • Denial of settlement opportunities
  • Enforced collection actions (levies, liens, garnishments)
  • Additional professional fees for expedited work
  • Termination of representation

3.3 Tax Optimization Specific Obligations

For Tax Optimization Services, Client agrees to:

• Provide requested tax returns and financial documents within 48 hours
• Submit complete and accurate financial information
• Grant necessary access to financial accounts and software
• Attend all scheduled Discovery Calls and Implementation Calls
• Review PTOR and WAB documents thoroughly
• Implement recommended strategies in timely manner
• Follow PS guidance on documentation and compliance
• Maintain proper records of all implemented strategies
• Consult PS before making significant financial decisions
• Provide quarterly financial updates as requested

Strategy Implementation:

• Client is ultimately responsible for strategy execution
• Client must take required actions (entity formation, documentation, etc.)
• PS provides guidance but Client makes final decisions
• Delays in implementation are Client’s responsibility
• Client must maintain ongoing compliance with strategies

3.4 Bookkeeping Specific Obligations

For Bookkeeping Services, Client MUST:

• Provide and maintain administrative access to QuickBooks Online
• Grant access to ALL bank accounts, credit cards, and financial institutions
• Provide original source documents for all transactions
• Respond to information requests within 24 hours
• Review monthly financial statements within 5 business days
• Approve or provide corrections to financials promptly
• Immediately notify PS of any access issues or system changes
• Provide explanations for unusual or unclear transactions
• Maintain separate business and personal accounts (business clients)
• Not make direct QuickBooks entries without PS coordination
• Notify PS of any new accounts, loans, or credit lines immediately
• Maintain supporting documentation per IRS requirements

Document Compliance for Bookkeeping:

• Receipt images/copies for all business expenses
• Invoice copies for all revenue transactions
• Bank statements and credit card statements
• Loan documents and amortization schedules
• Asset purchase documentation
• Payroll records and tax filings
• 1099s and other tax forms received

3.5 Document Request Compliance – ALL SERVICES

General Document Requirements:

• Standard turnaround: 48 hours unless otherwise specified
• Rush requests: 24 hours (may incur additional fees)
• Tax deadline periods: Same business day for critical items
• Incomplete submissions will be rejected and re-requested

Consequences of Document Delays:

• Inaccurate analysis and recommendations
• Missed tax deadlines and statute expirations
• Increased penalties and interest
• Lost settlement or planning opportunities
• Additional fees for rush processing or expedited work
• Service suspension until compliance
• Potential termination of services
• Client remains liable for all resulting damages

3.6 Approval and Review Process

Client Approval Requirements:

• Client must review all deliverables within specified timeframes
• Tax returns: 5 business days for review before filing deadline
• Financial statements: 5 business days for approval
• Tax strategies: Review before Implementation Call
• Silence after deadline = tacit approval (Client may proceed assumption)

Client Acknowledges:

• Delays caused by Client are Client’s sole responsibility
• Missed deadlines due to Client delays void any guarantees
• Client remains liable for all fees despite any delays
• PS not responsible for consequences of Client’s delayed approvals

3.7 Exclusive Use and Confidentiality of Strategies

CLIENT ACKNOWLEDGES AND AGREES:

• All tax strategies are PS’s proprietary intellectual property
• Strategies may NOT be shared with third parties without written consent
• Client will NOT attempt to replicate strategies independently
• Client will NOT provide strategies to other professionals to implement
• Client will NOT use strategies for benefit of third parties
• Violation may result in immediate termination and damages claim
• Liquidated damages of $25,000 per occurrence for unauthorized disclosure

3.8 Hold Harmless Provision

Client holds PS harmless from ALL claims arising from:

• Inaccurate, incomplete, or false information provided by Client
• Client’s failure to disclose material facts
• Delays caused by Client’s non-responsiveness
• Penalties and interest from Client’s late filing or payment
• Tax liabilities arising from Client’s underlying activities
• Client’s failure to follow PS recommendations or advice
• Client’s decisions regarding strategy implementation
• Client’s breach of this Agreement
• Client’s illegal activities or tax evasion
• Consequences of Client’s misuse of strategies or work product
• Third-party claims related to Client’s use of PS services

Client Indemnification:

• Client will indemnify, defend, and hold harmless PS, its owners, employees, contractors, and agents
• From any claims, damages, liabilities, costs (including attorney fees)
• Arising from Client’s actions, omissions, or breaches
• Client will cooperate fully in defense of any claims
• PS may participate in defense at PS’s expense

4. FEES AND PAYMENT

4.1 Fee Structure by Service Line

Tax Resolution Services:

• Flat fee or structured payment plan per Engagement Agreement
• Based on complexity and tax years involved
• Non-refundable once services commence (subject to applicable law)
• 3% credit card processing fee on all payments
• Additional work outside original scope billed separately
• Collection work charged at hourly rates if needed
• Rush fees may apply for expedited service requests

Tax Optimization Services:

• Monthly recurring implementation fees
• Typically represents 10-15% of identified annual tax savings
• Implementation support included in monthly fee
• Quarterly reviews included
• Annual planning sessions included
• PTOR and WAB creation included in engagement
• Additional consultation beyond included hours billed separately

Bookkeeping Services:

• Monthly recurring fees based on transaction volume
• Tiered pricing by number of monthly transactions
• Base fee covers specified transaction count
• Overage transactions: $2.00 per transaction over limit
• Clean-up of prior periods: Project-based pricing
• Sales tax filing: Additional monthly fee if contracted
• Payroll processing: Separate fee per pay period
• Year-end services: Additional fees may apply
• Major transaction volume changes require fee renegotiation

Tax Return Preparation:

• Per-return pricing based on complexity
• Individual returns: 5,000+ depending on complexity
• Business returns: 10,000+ depending on entity and complexity
• Multi-state returns: Additional fees per state
• Amended returns: Minimum $500 per return
• Prior year returns: 25% premium over current year pricing
• Rush fees: 50-100% premium for requests within 30 days of deadline

Project-Based Services:

• Quoted and invoiced per Engagement Agreement
• May require deposit (typically 50%) before work begins
• Balance due upon completion or per milestone schedule
• Additional work beyond scope billed at hourly rates

Hourly Services:

• Consultation: 500 per hour depending on complexity
• Research and analysis: 400 per hour
• Administrative work: $150 per hour
• Billed in 15-minute increments
• Minimum 1-hour charge per session

4.2 Payment Terms and Authorization

Payment Due:

• Paid-in-Full (PIF) services: Due upon Engagement Agreement execution
• Payment plans: Per schedule in Engagement Agreement
• Recurring services: Due on 1st of each month
• Project milestones: Per Engagement Agreement schedule
• Invoiced services: Due within 10 days of invoice date

Automatic Payment Authorization: By accepting any Engagement Agreement, Client irrevocably authorizes PS to:

• Charge payment method on file automatically per schedule
• Process recurring monthly charges on the 1st of each month
• Collect all fees when due without additional authorization
• Apply late fees and interest as specified herein
• Charge for additional services as incurred
• Update payment amounts per Agreement terms

Credit Card Processing:

• 3% processing fee applies to ALL credit card payments
• Processing fee is non-refundable
• Fee calculated on total payment amount
• Alternative payment methods (ACH) may reduce or eliminate fee

Payment Methods Accepted:

• Credit cards (Visa, Mastercard, Amex, Discover): +3% fee
• ACH bank transfer: No additional fee
• Check: No additional fee (must clear before services commence)
• Wire transfer: Client pays all bank fees

4.3 Late Payment and Collection Terms

Late Payment:

• Payments not received by due date are considered late
• Late fee: 1.5% per month (18% APR) on unpaid balance
• Interest accrues daily from due date
• Services may be suspended immediately upon late payment
• No partial credit for suspended service periods

NSF and Returned Payments:

• $40 fee for each declined, returned, or NSF payment
• Payment considered late from original due date
• Client must provide alternative payment within 24 hours
• Repeated payment failures may result in immediate termination

Collection Actions: Client agrees that upon payment default, PS may:

• Suspend all services across all service lines immediately
• Terminate all Engagement Agreements
• Report default to credit bureaus (where permitted by law)
• Retain all work product until full payment received
• Pursue all legal remedies including liens and judgments
• Engage collection agencies or attorneys
• Add all collection costs to balance due

Collection Costs: Client is liable for ALL costs of collection including:

• Attorney fees and legal costs (including appellate fees)
• Collection agency fees and commissions
• Court costs and filing fees
• Interest continuing to accrue
• Additional late fees
• Cost of credit reports
• Process service and judgment enforcement costs

4.4 Payment Plan Default Provisions

For Services with Payment Plans:

Default Triggers:

• Any missed or declined payment
• NSF or returned payment
• Insufficient funds for automatic charge
• Cancelled or expired payment method
• Client request to stop payment

Default Consequences – IMMEDIATE:

• Entire remaining balance becomes due immediately (acceleration)
• All services suspended across ALL service lines
• $40 NSF fee if applicable
• Late payment interest begins accruing at 1.5% monthly
• PS may terminate Agreement and withdraw Power of Attorney
• PS may retain all work product until full payment
• Client loses access to all strategies and materials
• For Tax Optimization: WAB deleted and Client loses all rights to strategies
• For Tax Resolution: Representation withdrawn, Client notified of deadline impacts
• For Bookkeeping: QuickBooks access revoked, files retained until payment

Post-Default Terms:

• No partial payments accepted without PS written agreement
• Client waives any claims to completed but unpaid work product
• Collection costs and attorney fees added to balance
• Client may not dispute charges for services already rendered
• PS may pursue all legal and equitable remedies
• Credit bureau reporting may occur (where permitted)

Reinstatement:

• Only at PS’s sole discretion after written request
• Requires payment of all past due amounts plus fees
• May require new payment terms or security
• May require increased fees or shortened payment schedule

4.5 Refund Policy

NO REFUNDS EXCEPT AS FOLLOWS:

Services are NON-REFUNDABLE once commenced, except:

• PS’s material breach of service obligations
• PS’s complete failure to provide contracted services
• As required by applicable state or federal law
• During any mandatory cooling-off period required by law

Non-Refundable Fees Include:

• Down payments (non-refundable immediately upon payment)
• All fees for work performed to date
• Time spent on Client’s matter
• Strategy development and analysis
• Document review and preparation
• Communications and consultations
• Third-party costs incurred

Pro-Rated Refunds (If Applicable):

• Only for recurring services terminated properly
• Only for periods after termination date
• Never for initial setup or onboarding fees
• Subject to deduction for all work performed
• Subject to minimum fees per Agreement
• Only after return of all PS materials

Consumer Protection Rights:

• Nothing herein limits rights under applicable consumer protection laws
• State-specific cooling-off periods honored where required
• Client right to cancel under law supersedes these terms
• See Section 16 for state-specific consumer rights

4.6 Credit Card Authorization and Chargeback Agreement

Irrevocable Authorization: Client acknowledges and agrees:

• Credit card authorization is IRREVOCABLE once services begin
• Cannot be cancelled, stopped, or revoked by Client
• Applies to all payments per Engagement Agreement schedule
• Applies to additional fees incurred during engagement
• Card issuer has no authority to override this authorization

Chargeback Prohibition: To the fullest extent permitted by law and card network rules:

• Client agrees NOT to dispute legitimate authorized charges
• Client acknowledges this limits certain chargeback rights
• “Legitimate charges” means charges for services contracted and rendered
• Client agrees chargebacks for buyer’s remorse are prohibited
• Unwarranted chargebacks constitute breach of Agreement

Chargeback Consequences: If Client initiates unwarranted chargeback:

• Client liable for original charge plus $500 processing fee
• Client liable for all PS legal fees to contest chargeback
• PS may immediately terminate all services
• PS may pursue legal action for breach of contract
• Damages include attorney fees and collection costs
• PS may report to credit bureaus (where permitted)

Legitimate Disputes: Client retains right to dispute:

• Unauthorized charges (fraud or identity theft)
• Duplicate charges for same service
• Charges for services explicitly not rendered
• Charges exceeding authorized amounts without notice
• Must first contact PS before initiating chargeback

4.7 Payment Card Data Security

PCI-DSS Compliance:

• PS maintains PCI-DSS Level 2 compliance standards
• Payment processing through certified payment gateway
• CVV codes NEVER stored after initial transaction
• Card numbers encrypted in secure tokenized format
• Access limited to authorized personnel only

Data Security Measures:

• Industry-standard encryption (TLS 1.2+)
• Regular security assessments and penetration testing
• Network segmentation and firewall protection
• Multi-factor authentication for system access
• Annual PCI compliance validation

Client Responsibilities:

• Keep payment method information current
• Notify PS immediately of compromised card
• Update expired card information before due date
• Provide replacement card information within 24 hours
• Maintain security of PS account login credentials

Data Breach Notification:

• PS will notify Client per applicable state and federal law
• Notification within timeframe required by law
• PS not liable for breaches of third-party processors
• Client maintains own fraud protection through card issuer

4.8 Fee Increases and Modifications

PS reserves right to:

• Increase recurring fees with 30 days’ written notice
• Adjust fees based on scope changes
• Add fees for services beyond original scope
• Implement emergency fees for rush services
• Modify fee structure annually

Fee Increase Procedures:

• Notice provided via email to address on file
• Increase effective on date specified in notice (minimum 30 days)
• Client may terminate within notice period to avoid increase
• Continued use after notice date constitutes acceptance

Scope Change Fees:

• Material scope increases require fee adjustment
• PS will notify Client before incurring additional fees
• Client may approve or decline additional work
• Declining additional work may limit service effectiveness

5. POWER OF ATTORNEY AND REPRESENTATION

5.1 Authorization Required for Tax Resolution

For Tax Resolution Services, Client MUST execute:

• IRS Form 2848 (Power of Attorney and Declaration of Representative)
• State-specific Power of Attorney forms as applicable
• Third-party authorizations for other agencies if needed
• Cannot proceed with representation without executed POA

POA Timing:

• Must be executed before any IRS/state contact
• PS will provide forms with instructions
• Client must sign and return within 24 hours
• Delays in POA execution may jeopardize case

5.2 Scope of Representation Authority

POA authorizes PS to:

• Receive and review all tax information and correspondence
• Communicate with IRS and state tax authorities on Client’s behalf
• Negotiate settlements, installment agreements, and offers
• Represent Client in examinations, audits, and appeals
• Sign certain agreements and forms on Client’s behalf (when authorized)
• Attend meetings and hearings as Client’s representative
• Access Client’s tax account transcripts and records
• Receive copies of all notices and correspondence
• Represent Client in Collection Due Process hearings

POA Limitations – PS NOT Authorized to:

• Sign Client’s tax returns (Client must sign)
• Endorse or negotiate Client’s refund checks
• Bind Client to settlements without Client approval
• Make estimated tax payments on Client’s behalf
• Agree to tax assessments without Client consent
• Waive Client rights without explicit authorization
• Enter into payment agreements exceeding specified limits (if applicable)

5.3 Representation Standards

PS Will:

• Act in accordance with Circular 230 regulations
• Maintain professional competence and ethical standards
• Communicate material developments promptly
• Exercise due diligence in all matters
• Maintain confidentiality per professional standards
• Represent Client’s interests zealously within bounds of law

PS Will NOT:

• Guarantee specific outcomes
• Make promises regarding IRS decisions
• Represent that PS has special influence with IRS
• Engage in any unethical or illegal conduct
• Continue representation if Client insists on unlawful action

5.4 Client Cooperation in Representation

Client Must:

• Disclose all facts relevant to representation
• Provide all documents requested by PS or IRS
• Maintain current contact information
• Respond promptly to PS communications
• Attend meetings and hearings as required
• Follow PS advice regarding IRS compliance
• Not communicate with IRS without PS knowledge
• Authorize PS to speak on Client’s behalf

5.5 Withdrawal of Representation

PS may withdraw representation for:

• Client’s material breach of this Agreement
• Client’s non-cooperation or non-responsiveness
• Client’s provision of false information
• Client’s illegal conduct or requests
• Non-payment of fees
• Irreconcilable conflict with Client
• Client’s failure to follow professional advice

Withdrawal Procedures:

• PS will notify Client in writing
• PS will notify IRS/state of withdrawal (Form 2848 revocation)
• Client remains responsible for all deadlines
• Client responsible for engaging new representation
• No refund due upon voluntary or required withdrawal

5.6 Tax Optimization – No Attorney-Client Privilege

IMPORTANT NOTICE:

• Rick Abdallah possesses JD and is a licensed attorney
• These credentials are qualifications only
• Unless SPECIFICALLY engaged as attorney (separate written engagement)
• NO attorney-client relationship exists
• NO attorney-client privilege applies to communications
• Services provided in capacity as Enrolled Agent and CPA
• Tax advice subject to Circular 230, not attorney privilege rules

If Attorney Services Needed:

• Must be separately contracted in writing
• Subject to separate fee arrangement
• Attorney-client privilege will then apply
• Different engagement terms will govern

6. CONFIDENTIALITY & DATA PROTECTION

6.1 Mutual Confidentiality Obligations

Both Parties Agree:

• Maintain strict confidentiality of all Confidential Information
• Use Confidential Information only for purposes of this Agreement
• Protect Confidential Information with same care as own confidential information (but no less than reasonable care)
• Not disclose to third parties without written consent
• Return or destroy Confidential Information upon termination

Confidential Information Includes:

• Tax returns and financial information
• Business strategies and planning
• Proprietary methodologies and strategies (PS)
• Trade secrets and intellectual property (PS)
• Client lists and business relationships (PS)
• Financial data and projections
• Personal identification information
• All communications regarding services

Exceptions – May Disclose When:

• Required by law, court order, or regulatory authority
• With prior written consent of disclosing Party
• To professional advisors bound by confidentiality obligations
• Information already publicly available through no breach
• Information independently developed without use of confidential information
• To enforce rights under this Agreement

6.2 Tax Resolution and Practitioner Confidentiality

Circular 230 Protections:

• IRS Circular 230 prohibits PS from disclosing tax information
• Communications regarding tax matters are confidential
• Limited exceptions for compliance with law
• Does NOT create attorney-client privilege (unless separately engaged as attorney)
• Enrolled Agent privilege limited to IRS matters only (not state)

IRS Requirements:

• PS may be required to produce records pursuant to IRS summons
• Client will be notified if legally permitted
• PS will assert privilege and protections where available
• Court order may compel disclosure despite PS objections

6.3 Data Security and Protection Measures

PS Implements:

• Industry-standard encryption for data transmission and storage (TLS 1.2+, AES-256)
• Multi-factor authentication for system access
• Regular security assessments and penetration testing
• Network segmentation and firewall protection
• Access controls limiting employee access to need-to-know basis
• Secure file transmission portals for document exchange
• Regular staff training on data security and privacy
• Incident response plan for security events
• Business continuity and disaster recovery plans
• PCI-DSS compliance for payment card data

Physical Security:

• Secure office facility with controlled access
• Locked file cabinets for physical documents
• Clean desk policy for sensitive information
• Secure document destruction (shredding)

Third-Party Security:

• Due diligence on all vendors and subcontractors
• Written data protection agreements with all vendors
• Regular vendor security assessments
• Cloud providers meet industry standards (SOC 2, ISO 27001)

6.4 Data Breach Notification

In Event of Data Breach Affecting Client Information:

PS Will:

• Conduct immediate investigation of scope and impact
• Notify affected Clients as required by applicable law
• Notification within timeframe required by state and federal law (typically 30-60 days)
• Provide information about nature of breach and data affected
• Recommend steps Client should take to protect themselves
• Cooperate with law enforcement and regulatory authorities
• Implement additional security measures to prevent recurrence

Notice Will Include:

• Description of incident and date discovered
• Types of information involved
• Steps PS has taken to address breach
• Contact information for Client questions
• Resources available (credit monitoring if applicable)

Client Responsibilities After Breach:

• Monitor accounts and credit reports
• Report suspicious activity to appropriate authorities
• Consider credit freeze or fraud alerts
• Change passwords and security credentials
• Follow PS recommendations for protection

6.5 Privacy Policy and Personal Information

Personal Information Collection and Use:

• Client’s personal information handled per PS Privacy Policy
• Privacy Policy available at www.profitsolutions.com/privacy-policy
• Privacy Policy incorporated herein by reference
• PS collects only information necessary for services
• Information used solely for purposes of providing services

Types of Information Collected:

• Contact information (name, address, phone, email)
• Financial information (income, assets, accounts)
• Tax identification numbers (SSN, EIN)
• Business information (entity details, ownership)
• Payment card information (processed securely)
• Communications and correspondence
• Billing and transaction history

Information Sharing:

• Never sold or rented to third parties
• Shared only as necessary to provide services (CPA team, tax authorities, etc.)
• Shared when required by law
• Shared with professional advisors under confidentiality
• Third parties bound by confidentiality obligations

Client Rights:

• Access personal information held by PS
• Request correction of inaccurate information
• Request deletion (subject to legal retention requirements)
• Opt-out of marketing communications
• Submit privacy complaints or concerns

Data Retention:

• Records retained per IRS requirements (minimum 7 years)
• May retain longer if required by law or for legal defense
• Secure destruction after retention period expires
• Client may request copy of records before destruction

6.6 Confidentiality Survival

Confidentiality obligations survive:

• Termination of this Agreement
• Completion of services
• For period of 7 years after termination
• Indefinitely for trade secrets and proprietary information
• As required by professional standards and law

7. INTELLECTUAL PROPERTY RIGHTS

7.1 PS Proprietary Property

PS Retains ALL Rights to:

• Tax optimization strategies and methodologies
• Wealth Acceleration Blueprint (WAB) framework and structure
• Proprietary analysis tools and software
• Templates, forms, and standardized processes
• Training materials and educational content
• Marketing materials and brand assets
• Website content and online materials
• Operational systems and workflows
• Client assessment and qualification processes
• All improvements and derivatives

PS Intellectual Property Includes:

• Copyrights in all written materials
• Trade secrets in methodologies and processes
• Trademarks in PS branding (pending or registered)
• Patents (if applicable) in proprietary systems
• Database rights in compiled information
• Know-how and expertise

Client Acknowledges:

• No ownership interest in PS intellectual property
• No license beyond scope of this Agreement
• No right to use after termination of services
• Strategies are licensed for Client’s use only, not owned
• Value of strategies exceeds fees paid

7.2 Client Work Product and Deliverables

Client Owns (After Full Payment):

• Completed tax returns prepared for Client
• Custom financial reports created specifically for Client
• Client-specific analysis and recommendations
• Compiled financial statements (bookkeeping clients)
• QuickBooks data file (bookkeeping clients)
• Documents created specifically for Client’s use

Client Does NOT Own:

• The methodologies used to create deliverables
• Templates or forms used in preparation
• PS proprietary strategies or frameworks
• Analysis tools or software
• Any pre-existing PS intellectual property
• Work product if fees remain unpaid

Conditional Ownership:

• Client ownership contingent on full payment of all fees
• If fees unpaid, PS retains all work product
• Upon full payment, ownership transfers as specified
• PS retains copies for records and legal compliance

7.3 Client License to Use Strategies

Limited License Granted: For Tax Optimization clients with paid Blueprints:

• Non-exclusive license to implement strategies for Client’s own use
• License personal to Client only (not transferable)
• License limited to Client’s own tax planning
• May not share, teach, or provide strategies to others
• May not replicate strategies for any other person or entity
• License terminates upon termination of services (unless lifetime implementation)

Permitted Uses:

• Implement strategies for Client’s own tax benefit
• Share with Client’s personal tax preparer for implementation
• Share with Client’s legal/financial advisors on need-to-know basis under confidentiality
• Maintain records required for compliance

Prohibited Uses:

• Teaching or training others in PS strategies
• Providing strategies to competitors or other professionals
• Reverse engineering or attempting to replicate methodologies
• Creating derivative works based on PS strategies
• Using strategies in Client’s own professional practice (if Client is tax professional)
• Any commercial use of strategies beyond Client’s personal use

7.4 Proprietary Information Protection

WAB and PTOR Specific:

• Each WAB valued at $5,000 as proprietary intellectual property
• Blueprint access revocable upon non-payment or breach
• May not be shared outside Client and Client’s implementation team
• Unauthorized disclosure constitutes trade secret misappropriation
• Liquidated damages of $25,000 per unauthorized disclosure

Client Agrees NOT to:

• Copy, reproduce, or distribute PS materials
• Attempt to discover underlying methodologies
• Use PS systems to create competing services
• Assist others in replicating PS services
• Disparage or dilute PS intellectual property
• Register confusingly similar trademarks

7.5 Intellectual Property Violations

Remedies for Violations:

• Immediate termination of all services
• Injunctive relief to prevent further violations
• Liquidated damages as specified
• Actual damages and profits from misappropriation
• Attorney fees and court costs
• PS may pursue all legal and equitable remedies

Liquidated Damages: Client agrees that upon violation:

• $25,000 per incident of unauthorized disclosure
• $50,000 for commercial use of strategies
• $10,000 for each breach of license restrictions
• Amounts represent reasonable estimate of PS damages
• Amounts do not limit PS’s right to seek additional damages

8. RESTRICTIVE COVENANTS

8.1 Non-Solicitation of Personnel

Client Agrees NOT to:

• Solicit, recruit, or hire PS employees or contractors
• Encourage PS personnel to terminate employment
• Engage PS team members for independent services
• Assist third parties in recruiting PS personnel
• Interfere with PS employment relationships

Scope and Duration:

• Applies during term of Agreement
• Continues for 2 years after termination
• Applies to all PS personnel Client has contact with
• Includes direct and indirect solicitation

Permitted Activities:

• General job postings not targeting PS personnel
• Hiring personnel who independently apply
• If personnel initiates contact independently (with documentation)

Liquidated Damages:

• $25,000 per solicited individual
• Plus PS’s costs of recruiting replacement
• Plus attorney fees to enforce
• Amounts represent reasonable estimate of PS damages

8.2 Non-Disparagement

Mutual Non-Disparagement: Neither Party shall:

• Make false, misleading, or negative public statements about the other
• Disparage other Party’s reputation, services, or personnel
• Encourage others to avoid or terminate relationship
• Post negative reviews containing false information
• Damage other Party’s business relationships

Scope and Duration:

• Applies during term of Agreement
• Continues for 3 years after termination
• Applies to public and semi-public statements
• Includes social media, review sites, professional networks

Permitted Activities:

• Truthful responses to direct questions
• Honest reviews if factually accurate and not malicious
• Statements required by law or legal proceedings
• Private communications with attorneys/advisors
• Good faith feedback directly to other Party

Remedies:

• Injunctive relief to remove disparaging content
• Damages for business harm
• Attorney fees and costs
• PS may withhold deliverables pending resolution

8.3 Non-Competition Regarding PS Strategies

Client Agrees NOT to:

• Use PS strategies to provide services to others
• Create competing tax planning services based on PS methodologies
• Teach or train others in PS strategies
• Assist competitors in replicating PS services
• Develop derivative services from PS intellectual property

Scope:

• Applies if Client is or becomes tax/financial professional
• Applies during term and 3 years after termination
• Applies regardless of whether services terminated
• Geographic scope: Unlimited (strategies are unique)

Permitted Activities:

• Client may continue own professional practice
• Client may provide general tax/financial services
• Client may not specifically use PS proprietary strategies
• Client may use general knowledge and experience

Clarification:

• This does NOT prohibit Client from working in tax/financial fields
• Only prohibits use of PS specific proprietary strategies
• Does not prohibit publicly available tax strategies
• Only restricts use of PS’s unique methodologies

9. WARRANTIES AND DISCLAIMERS

9.1 PS Limited Warranties

PS Warrants:

• Services will be performed with professional care and competence
• Personnel performing services are qualified and licensed as required
• PS has necessary business licenses and insurance
• Services will comply with applicable professional standards
• PS will maintain confidentiality per this Agreement

PS Does NOT Warrant:

• Any specific outcome or result
• That strategies will not be challenged
• That all opportunities have been identified
• Accuracy of projections or estimates
• That tax laws will not change
• Third-party performance or cooperation

9.2 NO WARRANTIES – AS IS SERVICES

SERVICES PROVIDED “AS IS” WITHOUT WARRANTY OF:

• Specific tax savings amounts or percentages
• IRS or state tax authority acceptance or approval
• Successful tax resolution outcomes
• Settlement amounts or payment arrangements
• Penalty elimination or interest abatement
• Audit results or examination outcomes
• Business performance improvements
• Financial statement accuracy beyond information provided
• Detection of fraud, errors, or embezzlement by third parties
• Specific timeframes for completion (subject to external factors)
• Third-party system reliability or performance
• Uninterrupted service or access

DISCLAIMER OF IMPLIED WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, PS DISCLAIMS:

• All implied warranties of merchantability
• All implied warranties of fitness for particular purpose
• All implied warranties of title or non-infringement
• All warranties arising from course of dealing or usage of trade
• Any warranties beyond those expressly stated herein

9.3 No Guarantees or Promises

PS DOES NOT GUARANTEE:

• IRS will accept Offers in Compromise
• State authorities will approve installment agreements
• Tax liens will be released or subordinated
• Levies or garnishments will be stopped
• Penalties will be abated or eliminated
• Audit results will be favorable
• Appeals will be successful
• Tax strategies will survive audit challenge
• Estimated tax savings will materialize
• Business decisions will be profitable
• Financial goals will be achieved
• Third parties will cooperate or perform

9.4 Tax Strategy Risk Acknowledgment

CLIENT UNDERSTANDS AND ACKNOWLEDGES:

• All tax strategies carry some degree of audit risk
• IRS may disagree with tax positions taken
• Tax laws change frequently and sometimes retroactively
• State tax laws may differ from federal laws
• International tax matters involve complex compliance
• Aggressive strategies carry higher risk
• Conservative strategies provide more certainty
• Position risk is separate from strategy quality
• Client makes final decisions on risk tolerance
• Client may consult independent advisors
• Penalties may apply if positions are disallowed
• Interest accrues on underpaid taxes

9.5 Bookkeeping Limitations

CLIENT SPECIFICALLY ACKNOWLEDGES:

• PS provides bookkeeping services, NOT audit services
• PS does NOT provide CPA attestation or audit opinions
• Financial statements are COMPILED ONLY without audit procedures
• PS relies entirely on accuracy of Client-provided information
• PS is NOT responsible for detecting:
  • Fraud or embezzlement
  • Theft or misappropriation of assets
  • Errors in source documents
  • Falsified records or documents
  • Unauthorized transactions
• Reviews are management reviews, NOT audits under GAAS standards
• Client retains ultimate responsibility for financial accuracy
• No warranty regarding detection of errors or irregularities

9.6 Reliance on Client Information

PS Entitled to Rely on:

• Accuracy and completeness of all Client information
• Truth of all Client representations
• Authenticity of documents provided
• Client’s authority to provide information
• Client’s disclosure of all material facts
• Client’s compliance with laws

PS Not Required to:

• Verify accuracy of Client information
• Audit Client’s books and records
• Investigate potential fraud
• Confirm information with third parties
• Search for undisclosed information
• Question Client’s honesty or integrity (absent red flags)

9.7 Third-Party Reliance

Client Acknowledges:

• Work product prepared for Client’s use only
• Third parties may not rely on PS deliverables without written consent
• PS owes no duty to third parties
• Client may not distribute work product to third parties without consent
• If Client shares with tax preparer, Client responsible for any errors in implementation

10. LIMITATION OF LIABILITY

10.1 Maximum Liability Cap

PS’S MAXIMUM AGGREGATE LIABILITY:

• Limited to LESSER of:
  • Total fees paid by Client in preceding 3 months for specific service causing claim, OR
  • $5,000

Cap Applies to:

• All claims regardless of legal theory (contract, tort, negligence, etc.)
• All claims arising from or related to this Agreement
• All claims by Client, Client’s employees, or third parties
• Claims for any type of damages
• Multiple claims aggregated together
• Claims across all service lines combined

Exceptions to Cap:

• Claims arising from PS’s gross negligence or willful misconduct
• Claims for PS’s breach of confidentiality obligations
• Claims arising from PS’s fraud or intentional misrepresentation
• Claims that cannot be limited under applicable law

10.2 Excluded Damages – No Consequential Damages

PS NOT LIABLE FOR:

• Indirect or consequential damages
• Lost profits or revenue
• Lost business opportunities
• Loss of goodwill or reputation
• Lost data (except as required to be recoverable under law)
• Business interruption losses
• Cost of substitute services
• Punitive or exemplary damages
• Emotional distress damages
• Tax penalties or interest (these are Client’s liability)
• IRS or state tax authority actions or decisions
• Audit adjustments or assessments
• Third-party claims against Client
• Legal fees incurred by Client (except as required by law)

Even If:

• PS has been advised of possibility of such damages
• Such damages are reasonably foreseeable
• Exclusive remedy fails of its essential purpose

10.3 Allocation of Risk

Client Acknowledges:

• These limitations reflect agreed allocation of risk
• Fees are set based on these limitations
• PS would not provide services without these protections
• Client has opportunity to purchase additional insurance
• Client may be able to obtain insurance for covered risks

10.4 Client Indemnification of PS

Client Agrees to Indemnify, Defend, and Hold Harmless:

• Profit Solutions Pro Inc.
• Its owners, officers, directors, employees, contractors, and agents

From All Claims Arising From:

• Inaccurate, incomplete, or false information provided by Client
• Client’s material breach of this Agreement
• Client’s failure to disclose material facts
• Delays caused by Client’s non-responsiveness or non-cooperation
• Tax penalties and interest arising from Client’s underlying activities
• Client’s failure to follow PS recommendations or advice
• Client’s decisions regarding strategy implementation
• Client’s illegal activities, tax evasion, or fraudulent conduct
• Consequences of Client’s misuse of strategies or work product
• Third-party claims related to Client’s use of PS services
• Client’s breach of confidentiality or intellectual property rights
• Client’s violation of restrictive covenants
• Client’s employment or business decisions
• Disputes between Client and third parties

Indemnification Includes:

• Attorney fees and legal costs (including appellate and collection costs)
• Court costs and filing fees
• Expert witness fees
• Settlement costs and judgments
• Costs of investigation and defense
• PS’s time and expenses in responding to claims

Defense Cooperation:

• Client will cooperate fully in defense of claims
• Client will not settle claims without PS consent
• PS may participate in defense at its own expense
• PS may assume defense at its discretion
• Client will not make admissions without PS consent

10.5 Multiple Claims and Parties

If Multiple Clients or Claims:

• Each Client is severally liable, not jointly
• Liability cap applies per Client
• Multiple claims do not increase cap
• Claims aggregated for purposes of cap
• First claims exhaust available recovery

10.6 Exclusive Remedy

Client Acknowledges:

• These limitations constitute Client’s exclusive remedy
• No other damages or remedies available except as specified
• Applies regardless of whether other remedies fail their essential purpose
• Client waives all other claims and remedies

11. TERM AND TERMINATION

11.1 Agreement Term

Term Begins:

• Upon Client’s execution of any Engagement Agreement
• Upon Client’s payment of fees
• Upon Client’s acceptance of these Terms (whichever is earliest)

Term Continues:

• For duration specified in Engagement Agreement
• Until services are completed
• Until terminated per provisions herein
• For recurring services: Month-to-month after initial term

11.2 Service-Specific Terms

Tax Resolution Services:

• Project-based engagement
• Continues until matter resolved or representation withdrawn
• May span multiple years depending on case complexity
• Client may not terminate during active IRS proceedings without jeopardizing case

Tax Optimization Services:

• Recurring monthly services
• Initial term typically 6-12 months
• Converts to month-to-month after initial term
• Implementation ongoing during active Blueprint

Bookkeeping Services:

• Recurring monthly services
• Month-to-month or annual term per Engagement Agreement
• Requires 30 days’ notice to terminate
• Must reconcile all periods before termination

Tax Return Preparation:

• Project-based per return
• Engagement ends upon filing or delivery of return
• Each tax year is separate engagement

11.3 Client Right to Cancel

Cooling-Off Period (If Applicable):

• Certain states provide mandatory cooling-off periods
• Typically 3-7 days from contract signing
• Specific rights detailed in Engagement Agreement
• Must be exercised per state law requirements
• Full refund if cancelled during cooling-off period per law

After Cooling-Off Period:

• No right to cancel for convenience (unless month-to-month)
• May request termination subject to terms herein
• All fees through termination date remain due
• No refund for services rendered

Termination Notice Requirements:

• Recurring services: 30 days’ written notice required
• Notice must be sent to: cancellations@profitsolutions.com
• Notice must include Client name and account details
• Termination effective on next billing cycle after notice period
• Fees due through effective termination date

11.4 PS Termination for Cause

PS May Terminate Immediately for:

• Non-payment of fees when due
• Material breach of this Agreement
• Client’s provision of false or misleading information
• Client’s non-cooperation or persistent non-responsiveness
• Client’s illegal requests or activities
• Client’s failure to provide required documents after repeated requests
• Excessive risk to PS professional reputation
• Conflict of interest that cannot be resolved
• Client’s abusive or threatening behavior toward PS personnel
• Client’s breach of confidentiality or IP rights
• Client’s violation of restrictive covenants
• Client’s refusal to follow essential professional advice

Tax Resolution Specific Grounds:

• Client’s failure to stay current with ongoing tax obligations
• Client’s failure to disclose material information to IRS
• Client’s communication with IRS without PS authorization
• Client’s lack of cooperation with IRS requests
• Client’s failure to attend required meetings or hearings
• PS determines representation would violate professional standards

Bookkeeping Specific Grounds:

• Revocation of system access by Client
• Client makes unauthorized entries in QuickBooks
• Persistent delays in providing source documents
• Excessive transaction volume beyond agreement
• Client fails to maintain account access

11.5 Effect of Termination

Upon Termination by Either Party:

Financial Obligations:

• All fees through termination date remain due immediately
• For payment plans: Entire remaining balance due immediately (acceleration)
• All outstanding invoices due within 10 days
• Collection costs added if not paid timely
• No refund for any prepaid services or fees
• Client liable for costs to complete work-in-progress if applicable

Service Cessation:

• All services stop immediately upon termination
• No obligation to complete work-in-progress (unless paid in full)
• Scheduled calls and meetings cancelled
• System access revoked
• Client removed from systems and communications

Tax Resolution Specific:

• PS will file Form 2848 revocation with IRS
• PS will notify state authorities of representation withdrawal
• Client becomes responsible for all communications with authorities
• Client must meet all deadlines and obligations directly
• PS will notify Client of pending deadlines at termination
• No responsibility for missed deadlines after termination

Work Product and Materials:

• PS retains all work product until full payment received
• Upon full payment, Client receives:
  • Tax returns (paper and e-file copies)
  • Finalized financial statements (bookkeeping)
  • QuickBooks backup file (bookkeeping)
  • IRS correspondence received during representation
  • Other deliverables specified in Engagement Agreement
• PS does NOT provide:
  • Draft work or work-in-progress
  • Internal notes or analysis
  • Proprietary methodologies or strategies (if unpaid)
  • WAB access (terminates upon non-payment)
  • Templates or forms
  • Passwords or system access

Return of Materials:

• Client must return all PS proprietary materials within 10 days
• Includes printed Blueprints, strategy documents, templates
• Includes any electronic copies received
• Failure to return may result in additional charges

Bookkeeping Transition:

• PS will provide final month-end close (if paid through that date)
• QuickBooks file provided after final payment
• 30-day transition assistance available (separate fee)
• Client responsible for engaging new bookkeeper
• PS available to speak with new bookkeeper (hourly fee)

11.6 Survival of Terms

The Following Provisions Survive Termination:

• Confidentiality obligations (7 years)
• Intellectual property rights (perpetual)
• Restrictive covenants (per specified terms)
• Limitation of liability (perpetual)
• Indemnification obligations (perpetual)
• Payment obligations (until satisfied)
• Dispute resolution and arbitration (perpetual)
• Governing law and jurisdiction
• Any other provisions that by their nature should survive

11.7 Post-Termination Obligations

Client Obligations After Termination:

• Pay all outstanding fees within 10 days
• Return all PS materials and property
• Cease use of PS intellectual property
• Maintain confidentiality obligations
• Not disparage PS per non-disparagement clause
• Cooperate with transition if requested

PS Obligations After Termination:

• Maintain confidentiality of Client information
• Provide paid-for deliverables upon full payment
• Return Client’s original documents (if held)
• Provide final accounting of fees due
• Retain records per professional standards (7 years)

12. COMMUNICATION PREFERENCES AND CONSENT

12.1 Consent to Communications

By accepting these Terms, Client consents to receive communications from PS via:

• Telephone (including mobile phone)
• Text messages (SMS/MMS)
• Email
• S. Mail
• Video conferencing platforms
• Secure client portal
• Other electronic means

Types of Communications:

Essential Service Communications:

• Service updates and status notifications
• Document requests and deadline reminders
• Payment confirmations and receipt
• Payment reminders and past due notices
• Tax deadline alerts and compliance reminders
• IRS or state authority communications requiring response
• Emergency notifications requiring immediate action
• Security alerts and account notifications
• System maintenance and outage notices

Administrative Communications:

• Appointment confirmations and reminders
• Engagement Agreement documents
• Policy updates and Terms of Service changes
• Annual notices and disclosures
• Satisfaction surveys and feedback requests

Marketing Communications (Separate Opt-In Required):

• Promotional offers and service announcements
• Educational content and tax tips
• Webinar and event invitations
• Newsletter and blog updates
• Referral program information

12.2 Opt-Out Rights

Client May Opt-Out of:

• Marketing and promotional communications
• Educational content communications
• Newsletter and blog updates
• Non-essential notifications

Client CANNOT Opt-Out of:

• Essential service and payment communications
• Legal notices and Agreement updates
• Security and fraud alerts
• Document requests and deadline notifications
• Communications required by law or professional standards

How to Opt-Out:

• Email: optout@profitsolutions.com
• Phone: (888) 450-3451
• Follow unsubscribe links in emails
• Reply STOP to text messages
• Update preferences in client portal

Opt-Out Effects:

• Takes effect within 10 business days
• Does not affect essential communications
• May be opted back in at any time
• Separate opt-outs required for different communication types

12.3 Communication Methods and Standards

PS Standard Communication Methods:

• Primary: Email to address on file
• Secondary: Phone/text to number on file
• Emergency: All available methods
• Documents: Secure portal or encrypted email

Response Time Expectations:

• Client questions: 1-2 business days
• Emergency matters: Same business day
• Document requests: Per specified deadline
• Payment issues: Within 24 hours
• Outside business hours: Next business day

Client Responsibilities:

• Maintain current contact information
• Check email and phone regularly
• Respond to time-sensitive requests promptly
• Monitor secure portal for documents
• Notify PS of communication delivery failures

12.4 TCPA Compliance

Telephone Consumer Protection Act (TCPA):

• Marketing calls/texts require express written consent
• Service calls permitted under established business relationship
• Autodialed or pre-recorded messages require consent
• Client may revoke consent at any time
• PS complies with National Do Not Call Registry

Express Consent for Marketing:

• Separate checkbox or signature required
• Client may opt-in during enrollment
• Consent may be revoked at any time
• Does not affect service communications

Call Recording:

• Calls may be recorded for quality assurance and training
• Recorded calls used for compliance and dispute resolution
• Recordings retained per legal requirements
• By continuing call after notice, Client consents to recording

12.5 Electronic Delivery and Signatures

Client Consents to:

• Electronic delivery of all documents and notices
• Electronic signatures on agreements and forms
• Electronic storage of records and documents
• Access to documents through secure portal

Electronic Signature Validity:

• Electronic signatures are valid and binding
• Governed by Florida Uniform Electronic Transaction Act
• Governed by federal E-SIGN Act
• Same legal effect as handwritten signatures

How to Withdraw Consent to Electronic Delivery:

• Email request to: info@profitsolutions.com
• May request paper copies (additional fees may apply)
• Does not affect existing signed documents
• Future documents will be provided in paper form

13. DISPUTE RESOLUTION AND ARBITRATION

13.1 Mandatory Binding Arbitration

ALL DISPUTES SUBJECT TO BINDING ARBITRATION:

Covered Disputes Include:

• Any claim arising from or related to this Agreement
• Any claim related to services provided by PS
• Fee disputes and payment controversies
• Alleged breach of contract or professional duty
• Claims of negligence or malpractice
• Intellectual property disputes
• Confidentiality breaches
• Employment or solicitation claims
• Any other dispute between the parties

Exceptions (May Pursue in Court):

• Claims for injunctive relief (temporary restraining orders, preliminary injunctions)
• Claims for specific performance
• Intellectual property infringement requiring immediate relief
• Fee collection actions below arbitration minimum
• Small claims court matters within jurisdictional limit

13.2 Arbitration Opt-Out

YOU MAY OPT OUT OF ARBITRATION:

Opt-Out Period:

• Must opt out within 30 days of accepting these Terms
• 30-day period begins on date of first Engagement Agreement execution

How to Opt Out: Must send written notice to BOTH:

• Email: legal@profitsolutions.com
• Mail: Profit Solutions Pro Inc. Attn: Legal – Arbitration Opt-Out 9702 SW 83rd Way Gainesville, FL 32608

Opt-Out Notice Must Include:

• Client’s full name and entity name (if applicable)
• Client’s address and contact information
• Statement: “I opt out of the arbitration provision”
• Signature (electronic or physical)
• Date of opt-out

Effect of Opt-Out:

• All disputes will be resolved in court
• Arbitration provision does not apply to opting-out Client
• All other terms of Agreement remain in full force
• Cannot be revoked once submitted
• Applies only to Client opting out (not other clients)

13.3 Arbitration Procedures

Arbitration Administrator:

• JAMS (Judicial Arbitration and Mediation Services)
• Or successor organization if JAMS unavailable
• Under JAMS Comprehensive Arbitration Rules and Procedures

Location:

• Gainesville, Florida
• Or mutually agreed alternative location
• May be conducted remotely if agreed by parties

Arbitrator Selection:

• Single neutral arbitrator
• Selected per JAMS rules
• Must be attorney with 10+ years’ experience
• Must be familiar with business and tax disputes

Arbitration Process:

• Informal discovery permitted
• Limited document production
• Depositions only if necessary and approved
• Live hearing with testimony
• Written decision with findings
• Award enforceable in any court of competent jurisdiction

Costs and Fees:

• Each party pays own attorney fees (unless prevailing party provision applies)
• Arbitration fees split equally between parties
• PS will advance Client’s share if Client demonstrates financial hardship
• Prevailing party entitled to attorney fees per Section 13.6

Timeline:

• Arbitration to be completed within 6 months of filing if possible
• Expedited procedures available for urgent matters
• Extensions granted only for good cause

13.4 Class Action and Jury Trial Waiver

CLIENT EXPRESSLY WAIVES:

• Right to participate in class action lawsuits
• Right to participate in class arbitrations
• Right to participate in representative actions
• Right to act as private attorney general
• Right to consolidate claims with other clients
• Right to jury trial on any matter

Individual Arbitrations Only:

• Each Client must arbitrate individually
• No consolidation with other Client arbitrations
• Arbitrator may not consolidate multiple cases
• Arbitrator may not preside over any class or representative proceeding

If Class Action Waiver Unenforceable:

• Arbitration provision is severable
• Class action must be filed in court (not arbitration)
• Individual arbitration provision remains for other claims
• This does not affect other Agreement provisions

13.5 Governing Law and Jurisdiction

Governing Law:

• Florida law governs this Agreement
• Without regard to Florida’s conflict of law provisions
• Federal Arbitration Act governs arbitration provisions
• Federal law may apply to specific claims (tax, TCPA, etc.)

Jurisdiction (If Not Arbitrated):

• Exclusive jurisdiction in state and federal courts in Alachua County, Florida
• Client consents to personal jurisdiction in Florida
• Client waives any objection to venue or inconvenient forum
• Florida courts may enforce arbitration awards

Choice of Law Acknowledgment:

• Client acknowledges Florida law may differ from Client’s home state
• Client has opportunity to consult Florida attorney
• Client accepts Florida law as part of this bargain

13.6 Attorney Fees and Costs

Prevailing Party Entitled to:

• Reasonable attorney fees and legal costs
• Expert witness fees
• Court costs and filing fees
• Arbitration fees and costs
• Appellate attorney fees (if applicable)
• Collection costs and fees
• Costs of enforcing judgment or award

Prevailing Party Definition:

• Party obtaining substantially the relief sought
• Determined by arbitrator or court
• May be allocated proportionally if mixed results

Fee Shifting Applies to:

• Arbitration proceedings
• Court proceedings (if arbitration waived or inapplicable)
• Appeals
• Enforcement actions
• Collection actions

13.7 Limitation Period for Claims

ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR:

• Statute of limitations: 1 year from when claim accrues
• Claim accrues when Client knew or should have known of basis for claim
• Failure to bring claim within 1 year forever bars claim
• Applies to all claims regardless of legal theory
• Cannot be extended by discovery rule or delayed discovery

Shorter Than Florida’s General Statute:

• Florida’s general statute is 4-5 years depending on claim type
• This 1-year limit supersedes general statutes
• Parties agree to this limitation as material term
• Client has opportunity to consult attorney before accepting

Exceptions:

• Claims that cannot be limited under applicable law
• Fraud claims discovered within 1 year of discovery (but no more than 3 years from occurrence)

13.8 Injunctive Relief

Either Party May Seek Injunctive Relief in Court for:

• Actual or threatened breach of confidentiality
• Actual or threatened intellectual property infringement
• Actual or threatened violation of restrictive covenants
• Any matter causing irreparable harm without adequate remedy at law

Injunctive Relief Procedures:

• May seek temporary restraining order (TRO) without notice in emergency
• May seek preliminary injunction on expedited basis
• Does not waive right to arbitrate underlying dispute
• Court may refer to arbitration after granting preliminary relief
• Prevailing party entitled to attorney fees per Section 13.6

13.9 Confidentiality of Disputes

Arbitration and Litigation Confidentiality:

• All dispute resolution proceedings are confidential
• Parties may not disclose existence or content of dispute
• Arbitration award may be disclosed only as necessary for enforcement
• Court filings under seal where permitted by court rules

Exceptions – May Disclose:

• As required by law or court order
• To attorneys, accountants, and professional advisors under confidentiality
• To enforce rights or collect judgments
• If other party publicly discloses first

14. TAX-SPECIFIC PROVISIONS

14.1 IRS Circular 230 Disclosure

Required IRS Disclosure: IRS regulations (Circular 230) require this disclosure:

Any tax advice contained in this communication, including attachments and enclosures, is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any tax-related matters addressed herein.

Scope of Disclosure:

• Applies to all tax advice provided by PS
• Advice intended for Client’s use only
• Cannot be used to avoid penalties
• Cannot be marketed or promoted to others
• Client may not rely on advice for penalty protection unless specified

14.2 Professional Standards and Licensing

PS Tax Professionals:

• Rick Abdallah: Enrolled Agent (EA), CPA, and Attorney (JD)
• Other team members: Licensed as required by state and federal law
• Enrolled Agents authorized to practice before IRS