Tax Services Agreement 

Thank you for selecting us to assist the Company with tax services. 

This Tax Services Agreement is entered into between the tax services provider identified on the Quote ("we", "our", "us") and each business subscribing a Tax Services Quote, as defined below (the "Company", "you", "your"). The executed quote by both parties, including any appended scope(s) of work (the "Quote"), along with this Tax Services Agreement, constitute the "Agreement" herein. The Effective Date of this Agreement is the date when the first Quote is signed by both parties. In the event that the Quote includes additional terms and conditions, those terms and conditions shall prevail in the event of any conflict with the terms and conditions in this Tax Services Agreement. 

The purpose of this Agreement is to delineate the terms of our engagement and the services we will provide.
IRS Regulation 26 C.F.R. § 301.7216-3 consent to disclosure and use:
Please note that we reserve the right to engage a third-party tax service provider, which may include its Affiliate(s), to fulfill any or all of our obligations under this agreement. Some of these entities may be located outside of the United States. Each such service provider, along with its Affiliates, constitutes a "Service Provider." Additionally, we and our Affiliates may involve subcontractors, some of which might be situated outside of the United States. In such instances, we maintain liability to you for any failure to meet the terms of the Agreement caused by an act or omission of the relevant Service Provider.

By agreeing to this arrangement, you consent to Lazo Fintech Inc. and/or its Affiliate(s) ("Lazo") disclosing the information required to provide the tax services (referred to in this paragraph as the "required information") to us, our Affiliate(s), and/or Service Provider(s), as applicable. This includes, for instance, financial and business information, entity and ownership details, complete tax return(s) held by Lazo, and other tax return information conveyed through Lazo’s systems. You also consent to the use of this required information by us, our Affiliates, and Service Providers to provide the tax services, including disclosure to subcontractors for service provision. Furthermore, you acknowledge and agree to the disclosure and use of the required information outside of the United States for tax service provision.

Additionally, you consent to the disclosure of your complete tax return(s) and other tax return information to Lazo to facilitate their sharing with you through Lazo’s systems and assist in the completion of your tax return(s). Lazo may utilize your complete tax return(s) and related information for service performance and improvement purposes, including use in bookkeeping and other services, and may disclose it to potential partners for evaluation purposes and service providers for processing purposes. Moreover, the required information and tax return information may be disclosed in response to state subpoenas and grand jury subpoenas, with notice provided to you to the extent permitted by law.

If you wish to restrict Lazo’s disclosures of your complete tax returns, please contact your Lazo account manager. Similarly, if you wish to limit the disclosure of your complete tax return(s) to Lazo, please contact us.

The tax services are provided on a subscription basis. This consent applies to the required information, complete tax returns, and other tax return information communicated through Lazo’s systems for the initial subscription period and subsequent renewal periods. This consent remains valid with respect to Lazo’s use of your information for service performance and improvement purposes as long as Lazo has a business purpose for utilizing the information. It also remains valid with respect to other uses and disclosures until the statute of limitations for assessing any tax by the Internal Revenue Service or other applicable state agency with respect to the applicable tax return has expired.

We shall ensure that the applicable Service Provider has in place, at all relevant times, a written agreement obligating them (including their Affiliates, if applicable) to adhere to confidentiality obligations protecting all such information, substantially similar to those contained in this Agreement.
I. Services
Tax Preparation Services
If you engage our tax preparation services (as outlined in your Quote), we will undertake the following services (the "Tax Preparation Services"):
Except as specifically stated in a Quote, our engagement and the Tax Preparation Services do not encompass any returns other than income tax returns (including, but not limited to, sales or use tax returns). Additionally, they do not extend to determining the Company’s filing requirements or nexus in any particular taxing jurisdiction. However, if requested in writing by the Company and accepted in writing by us, we may assist in the preparation of these filings. Such requests will be deemed added to the Quote and subject to the terms of this Agreement. Please be aware that noncompliance may result in substantial governmental penalties and personal liability.

We and the Service Provider must exercise judgment in resolving questions where the tax law is unclear or where conflicts arise between the interpretations of taxing authorities and other supportable positions. To avoid penalties that may be assessed against the Service Provider as a return preparer, we and the Service Provider may apply the “more likely than not” reliance standard when communicating positions to you. As a condition of receiving Tax Preparation Services, you agree to comply with our reasonable directions and those of the Service Provider regarding the disclosure of return positions to avoid or mitigate penalties.

In the course of the Tax Preparation Services, it may come to our attention that you may need to file tax returns in one or more additional jurisdictions, including foreign jurisdictions. While we will inform you if this arises, you remain solely responsible for identifying all filings for which you require Tax Preparation Services. You must also inform us of any new or expanded activities that could trigger filing requirements in additional state(s) or country(ies). We will not file any Commerce Department reports or surveys for the Company.

Management is responsible for ensuring the proper recording of transactions in the accounts, safeguarding assets, and ensuring the substantial accuracy of financial records. You should carefully review tax returns before signing and filing them, as they may be subject to auditing by taxing authorities. Any proposed adjustments may be subject to appeal.

Income tax returns, due to their unique purpose, nature, and format, do not constitute financial statements prepared in accordance with generally accepted accounting principles. They should be used solely for income tax purposes and must not be used as a substitute for financial statements.

U.S. citizens, residents, and certain nonresidents with financial interests in or authority over any “financial accounts” in a foreign country may be required to make a separate filing if the aggregate value of these accounts exceeds $10,000 at any time during the year. Filing requirements also apply to those with control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign financial accounts of its own. We can assist you in preparing these foreign filings, but you are responsible for identifying the need for them. Please note that noncompliance may result in substantial IRS and other governmental penalties.
II. Records
We or the Service Provider will maintain copies of the records you have provided to us, along with work papers for your engagement, for a duration of seven years from the due date of the relevant return (including extensions). If you require copies of any of these materials within this period, please notify us accordingly. After the seven-year period, work papers and engagement files will be securely destroyed. Your original records will be returned to you upon the conclusion of this engagement. It is important to note that the working papers and files maintained by us or the Service Provider are not a substitute for your original records, and therefore, you should ensure secure storage of the originals.
III. Fees
Our fees for these services are as set forth in the Quote.
IV. Rights and Protections
You reserve the right to terminate the Tax Preparation Services by providing written notice to us at any time, and we similarly retain the right to resign at any time by providing written notice to you. In the event of our resignation, we will refund any prepaid amounts for terminated Tax Preparation Services that have not yet been provided.

Our (including our affiliates) and each Service Provider's cumulative liability for damages arising from or relating in any manner to the Tax Preparation Services or this Agreement shall not exceed the total fees paid to us (or to such Service Provider, as applicable) for the nonconforming services and our work products giving rise to liability. Neither we (including our affiliates) nor the Service Providers shall be liable for indirect, special, incidental, punitive, or consequential damages, or damages relating to loss of use, data, business, revenues, or profits, even if we (including our affiliates) or the Service Providers have been advised of the possibility of such damages. This Agreement outlines our (including our affiliates) entire liability regarding the Tax Preparation Services, as applicable.

The Company agrees to indemnify and hold harmless us, each Service Provider, and each of our and their officers, directors, employees, contractors, affiliates, and agents for any liabilities, damages, expenses (including reasonable attorney’s fees and costs), costs, and/or losses incurred in connection with (a) any financial liability for penalties or interest resulting from misinformation or misdirection originating from the Company or the Company's failure to timely provide required information, sign e-file forms, or make necessary payments, and/or (b) any third-party claims or other legal or regulatory action or proceeding involving or relating to the Tax Preparation Services or this Agreement. In cases where we are not a party to the action or proceeding, the Company shall indemnify and hold harmless us, each Service Provider, and each of our and their officers, directors, employees, affiliates, and agents for all costs and expenses (including reasonable attorney’s fees and costs) associated with providing testimony, documents, or information relating to the Tax Preparation Services, including any time expended at our (or an applicable Service Provider’s) then-standard rates.

We and the Company, to the extent permitted by applicable law, knowingly, voluntarily, and intentionally waive the right to a trial by jury in any action arising from or relating to this Agreement or the Tax Preparation Services to be performed pursuant to it. This waiver applies to any action or legal proceeding, whether sounding in contract, tort, negligence, or otherwise. This Agreement and all claims relating to the relationship between the parties are governed by the laws of Florida, U.S.A., excluding Florida’s conflict of laws rules. The arbitration provisions of the Platform Terms of Use shall apply to the resolution of any dispute under this Agreement.
V. Miscellaneous
If this Agreement pertains to your relationship with Lazo, it incorporates by reference the Lazo Platform Privacy Policy.

The Agreement represents the complete understanding between you and us concerning its subject matter, superseding any prior agreements, discussions, negotiations, and offers.

If any provision of this Agreement is deemed invalid, illegal, or unenforceable by a competent court, the validity, legality, or enforceability of the remaining provisions shall not be affected.

You may not transfer this Agreement, or any of your rights or obligations under it, either wholly or partially. However, we retain the freedom to assign this Agreement, or our rights or obligations under it, either wholly or partially.

We offer certain tax services on a subscription basis aligned with the tax year for operational efficiency. Hence, if the start date of your tax services subscription differs from your most recent tax year's start date, you authorize us to adjust the subscription start date to align it with your tax year start date, along with corresponding adjustments to billing dates.