We appreciate your decision to retain the Services of Pars Financials, Inc., as the Provider for your tax preparation. This document explains how we work, our obligations to you, your obligations to us, what we will do on your behalf, how our charges will be determined and billed, collection policies, and other terms that will govern our relationship. Although we do not wish to be overly formal in our relationship, we have found it a helpful practice to confirm with our clients the nature and terms of our representation. The purpose of this document is to confirm our engagement as the Service Provider to You, the Client(s) (and Your Representative(s), if any), as identified at the bottom of this letter.

I. Effective Date. This agreement is effective as of the date of the You, the Client’s (or Your representative) Signature (electronic or wet signature) on this agreement hereunder,  OR the date on which You, the Client (or Your representative) provides us their documents for the purpose of the tax preparation service.

II. Terms. 

• A) Definition. These terms of service (“Terms”) cover the client’s use and access to the services, products, software and websites (“Services”) that are provided by The Provider and its affiliates. By using our Services and website, the Client agrees to be bound by these Terms. If you, the Client, do not agree with these Terms, then you should not use our Services or our website. Additionally, these Terms supersede and replace any other prior or existing agreements, or terms and conditions that may be applicable. These Terms create no third party beneficiary rights. 

• B) Waiver, Severability, and Assignment of ​Rights. In the event you were to sell your business, and assignment of the rights and obligations of this agreement to the person or entity you sold your business to, we need prior written notice. Likewise if we sold our company our rights and obligations would transfer to the buyer, and it’d be their responsibility to uphold the Terms. You may assign your rights and obligations under these Terms provided we receive prior written notice of, and approve of, such assignment. We may hold such approval in our own sole discretion. We may assign our rights or obligations to any successor in interest of any business associated with the Services.

III. The Provider’s General Responsibilities. 

• A) While preparing the tax returns identified above, we may bring to your attention potential tax savings strategies for you to consider as a possible means of reducing your taxes in subsequent tax years. However, we have no responsibility to do so, and will take no action with respect to such recommendations as the responsibility for implementation remains with you, the taxpayer. If you ask us to provide tax planning services, we will confirm this representation in a separate agreement letter.
• B) Our services are not intended to determine whether you have filing requirements in taxing jurisdictions other than those you have informed us of. Our firm is available under the terms of a separate agreement. Our agreement does not include any procedures designed to detect errors, fraud, or theft. Therefore, our agreement cannot be relied upon to disclose such matters.
• C) We will prepare the above referenced tax returns solely for filing with the Internal Revenue Service (“IRS”) and state and local tax authorities. Our work is not intended to benefit or influence any third party.  Under no circumstance will we respond to any request from banks, mortgage brokers, or others for verification of any information reported on these tax returns.
• D) Errors, Misrepresentations, Fraud, Illegal Acts, Theft. We will not attempt to discover errors, misrepresentations, fraud, illegal acts, or theft. We have not included any procedures designed or intended to discover such acts and we have no responsibility to do so. We will only render accounting and bookkeeping assistance as necessary for the preparation of the income tax returns, in which case, this will require a separate additional agreement and additional fees.
• E) We Follow IRS CIRCULAR 230 DISCLOSURE and Internal Revenue Code in order to comply with U.S. Treasury regulations. Unless expressly stated otherwise, any U.S. federal tax advice that may be contained in a written or electronic communication, including any attachments, is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal  Revenue Service or any other U.S. federal taxing authority or agency or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.

IV. The Client’s General Responsibilities. 

• A) It is your responsibility to provide information in a timely manner required for preparation of complete and accurate returns. You should keep all documents, canceled checks and other data that support your reported income and deductions. They may be necessary to prove accuracy and completeness of the returns to a taxing authority. You agree to report all your taxable income, including any bartering, partnership interests, sales of assets, and all investment income from all sources. 
• B) You are completely and ultimately responsible for the tax returns, so you should review them carefully before you sign them. We will provide you with a copy of your income tax returns and accompanying schedules and statements for review prior to filing with the IRS and state(s) and local tax authorities (as applicable). You agree to review and examine them carefully for accuracy and completeness. When you sign the tax  return, or the electronic substitute, you declare that you have examined the return, including all the accompanying schedules and statements, and that they are true, correct, and complete, to the best of your knowledge and belief.  
• C) Client Substantiation Requirements. Our work will not include any procedures to discover defalcations or other irregularities. The only data or analysis work we will do is that which is necessary for preparation of your income tax returns. 
• D) You agree to defend, indemnify and hold our firm and its partners, principals, shareholders, officers, directors, members, employees, agents, or assigns harmless with respect to any and all direct and indirect proximate damage, claims, losses and/or liabilities arising from the use of our services for any purpose or matter other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party.

V. Limitation of the Liability of the Provider in Case of Client’s Tax-Related Penalty, Fine, Interest Due to the Provider’s Mistake, Fault, and/or Error. If the Client is assessed a tax-related penalty, fine, interest, and/or loss due to The Provider’s mistake, fault, and/or Error on the tax return, we will at our own sole discretion,  employ our effort to reduce or eliminate them at no charge. However, if the penalty, fine, interest, and/or loss is not remedied, in accordance with applicable laws, You agree NOT to hold us liable/harmed beyond the tax preparation fee you paid to us directly or through a third party. We will partially or wholly refund you the tax preparation fee for the actual amount of penalty, fine, interest, and/or loss incurred but only up to the amount of the tax preparation fee you paid to us. 

VI. Foreign Filing Obligations. You are responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that we have no responsibility to raise these issues with you and that foreign filing obligations are not within the scope of this agreement. Additionally, US requirements for foreign accounts reporting such as, but not limited to, FBAR reporting are not covered in this agreement although we are available for assistance under a separate agreement.

VII. Compensation

• A) We require the prepayment of half of the estimated tax preparation fee, or alternatively at your choice, prepayment of the entire estimated tax preparation fee. The remainder would be collected at the completion of tax return(s) prior to filing. We can only give you an estimate of your tax preparation fee based on the information you make available to us, and therefore, additional fee(s) may apply if additional form(s), amount of time, and/or out-of-pocket expenses are needed in preparing your tax return(s) as we progress through completion of your tax preparation. The tax preparation fee is calculated based on Exhibit A. But, if we are hired by a third party to prepare your tax return(s), your tax preparation fee would be determined by that third party. 
• B) To the extent permitted by state law, an interest charge may be added to all accounts not paid within thirty (30) days. Any representation fees and expenses for defending client's return(s) will be invoiced in accordance with terms we agree on for that agreement. 
• C) The Internal Revenue Code and regulations impose preparation and disclosure standards with noncompliance penalties on both the preparer of a tax return and on the taxpayer. If we have a reasonable belief that any tax position in your return will be sustained on its merits due to having substantial authority, a preparer penalty will be imposed on us unless that position has a reasonable basis and is adequately disclosed in the return. We are not attorneys therefore, we cannot provide you with a legal opinion on various tax positions. We can, however, advise you of the consequences of different positions. We will adopt whatever position you request on your returns so long as it is consistent with our professional standards and ethics. While we might be able to avoid a preparer penalty by adequately disclosing the return position, you might not have to disclose the position to avoid applicable taxpayer penalties. If we determine that we would be subject to a preparer penalty by delivering your return to you, you agree to either adequately disclose the position on your return or change the position to one which would not subject us to penalty. If you do not choose to change your position or adequately disclose to eliminate our exposure to the preparer penalty, we, in our sole discretion and at any time, may withdraw from the agreement without completing or delivering tax returns to you. Such withdrawal will complete the agreement and you will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenses through the date of our withdrawal.
• D) No-Filing determination. If after you request our tax preparation, we make a determination that tax return filing is not required, we typically do not charge you for such determination unless at our discretion, we deem that the making of No-filing determination required us considerable time and/or out-of-pocket expenses, in which case, we hold you liable for compensation for our time and/or out-of-pocket expenses.
• E) The Due date for compensation. Compensation for fees and costs under this agreement shall be due within 15 days after rendering of tax preparation services. Any payments for fees or costs not received by The Provider within 15 days of the due date will be deemed late and shall be subject to a  6 % per month late charge fee. The Client agrees to be responsible for The Provider’s costs in collecting late payments due, as well as the late charges including reasonable attorneys’ fees and cost.
• F) If your returns are selected for examination by a government agency, we will be available, upon request, to represent you subject to a separate and additional agreement and additional fees.

VIII. Conflicts of Interest, Due Diligence and Favorable Interpretation. We must use our judgment in accordance with IRS Circular 230, and Internal Revenue Code in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities' interpretations of the law and other supportable positions. In order to avoid penalties, we will apply the "more likely than not" reliance standard to resolve such issues. You agree to honor our decisions regarding the need to make protective disclosures in your returns. 

IX. Bartering Transactions, Charitable Contributions, Travel and Phone Expenses, and Business Usage of Autos. IRS audit procedures will almost always include questions on bartering transactions and on deductions that require strict documentation such as charitable contributions, travel, entertainment expenses and expenses for business usage of autos, computers, and cell phones. In preparing your returns, we rely on your representations that we have been informed of all bartering transactions and that you understand and have complied with the documentation requirements for your expenses and deductions. If you have questions about these issues, please contact us. If an extension of time to file is required, any tax that may be due must be paid to the Internal Revenue Service with the extension. Any amounts not paid by the filing deadline are subject to interest and late payment penalties in addition to the taxes. You are responsible for making all required payments. 

1. Disclosure of Personal and Tax Information. We make all reasonable efforts to maintain the privacy of client personal and tax information. Should we receive any request for the disclosure of privileged information from any third party, including a subpoena or IRS summons, we will notify you. In the event you direct us not to make the disclosure, you agree to indemnify, and hold us harmless from any expenses incurred in defending the privilege, including, by way of illustration only, our attorney’s fees, court costs, outside adviser’s costs, or penalties or fines imposed because of your asserting the privilege or your direction to us to assert the privilege. 

X. Disclosure of Information. As Pars Financials, Inc. continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of your information as one of the transferred assets and to be used for any purpose allowed under this agreement (subject to privacy and confidentiality provisions).

XI. Acceptable Use of our Services and Website: In using our website and Services, you may not, nor may you permit any third party, directly or indirectly, to:

• Access or monitor any material or information on any of our systems, using any manual process or robot, spider, crawler, scraper, or other automated means;
• Except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
• Perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by our other customers;
• Copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from us;
• Transfer any rights granted to you under these Terms;
• Use the Services except as expressly allowed under these Terms.

If we suspect your account has been used for an unauthorized, illegal or criminal purpose, you are granting us express authorization to share information about you and your account with law enforcement.

XII. SMS/Text Messaging. 

• A) By providing your mobile phone number, you are consenting to receive Short Message Service (SMS)/text messages from us. The SMS/Text messages you may receive service-related and promotional messages, including: updates, alerts, and information (e.g., order updates, account alerts, etc.)  and promotions, specials, and other marketing offers (e.g., cart reminders) through your wireless The Provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. SMS/Text messages may be sent using an automatic telephone dialing system or other technology.
• B) Standard message and data rates may apply from your wireless provider. The Provider and you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. The Provider to the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent via SMS/text message, or any errors in such information, and/or any action you may or may not take in reliance on the information received via SMS/text message.

XIII. Electronic Communications. In connection with this agreement, we may communicate with you or others via email transmission. Emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party or may not be delivered to each of the parties to whom they are directed and only to such parties. We cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this agreement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues, anticipated profits, disclosure or communication of confidential or proprietary information.

1. Disclaimer of Warranties. TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF OUR WEBSITE, WWW.PARSFINANCIALS.COM,  AND OUR SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

XIV. Receipt of Notices from Tax Authorities. Please immediately provide any tax notices or letters received to our offices. In preparing your returns, we are not responsible for a taxing authority’s assessment of underpayment penalties or interest where this action results from erroneous, incomplete, inaccurate, or misrepresented information provided by you to us since we have no ability to audit your information or search for correct data. 

XV. Governing Laws. Notwithstanding anything contained herein, both the provider and client agree that regardless of where the client is domiciled and regardless of where this Agreement is physically signed, this Agreement shall have been deemed to have been entered into at the offices of PARS FINANCIALS, INC.  located in Orange County, Florida, USA. Orange County, Florida, USA., shall be the exclusive jurisdiction for resolving disputes related to this agreement. This agreement shall be interpreted and governed in accordance with the laws of the State of Florida, USA.

XVI. Dispute Resolution. If a dispute arises out of or relates to this agreement, agreement letter, or the breach thereof and the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under the Dispute Resolution Rules for Professional Accounting Services Dispute Resolution Rules before resorting to arbitration, litigation, or some other dispute resolution procedure. The costs of any mediation proceeding shall be shared equally by all parties.

XVII. Termination of Agreement. This agreement would terminate upon the completion of services unless otherwise specified in herein,

• A) If we begin or complete your tax return preparation and you then withdraw from the Services, you will be invoiced and charged for work completed. This applies to tax returns that have been worked on but not yet provided to the client. We will not provide tax preparation refunds in situations where returns have been prepared regardless of whether the return has or has not been filed. Termination prior to filing will result in originals being returned to the client and a copy being retained by us. We will not provide a copy of the tax return whether in a complete or incomplete status if the agreement is terminated.

XVIII. Severability. This agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such a case, the affected provision or section shall be enforced as so limited. 

XIX. No Waiver. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. 

XX. Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and supersedes all previous written or oral representations, agreements and understandings between the parties, whether expressed or implied.

XXI. Attorneys’ Fee.  The prevailing party in any dispute with respect to this Agreement is entitled to recover reasonable attorneys' fees, costs, and expenses incurred with respect to such dispute and in any appeal.

XXII. Force Majeure (and other Acts of the Gods). We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God (or gods), or of the public enemy, pandemic, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar event that is beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”). If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.

XXIII. Paragraph Titles. The paragraph titles used in this agreement are for convenience of reference only and will not be considered in the interpretation or construction of any of the provisions thereof. 

If we do not receive a signed letter, but receive from you supporting documentation, then such receipt by this firm shall be deemed as evidence of your acceptance of all the terms set forth above. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates written hereunder.  

Exhibit A