Tax Services Agreement

This Tax Services Agreement is between you (either an individual or, if you are using Northstar on behalf of an entity, that entity) (“you” or “your”) and Northstar Financial Consulting Group, Inc. (“we”, “our”, “us”). The written order form executed by you and us (the “Order Form”) together with this Tax Services Agreement is referred to herein as the “Tax Services Agreement”. The Effective Date of this Agreement is the date that the Order Form has been signed by both you and us. If the Order Form contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any term and conditions in this Tax Services Agreement.

Thank you for selecting us to assist you with tax services. The purpose of this Tax Services Agreement is to confirm the terms of our engagement and the services we will provide.

Please read this agreement carefully. It requires the use of binding individual arbitration to resolve disputes rather than jury trials or class actions (for information about how to opt-out, see Section 20.8 (30-day opt-out period) below).

Our services under this Agreement do not constitute legal or investment advice. We recommend that you retain legal counsel and investment advisors to provide such advice.

1. Scope and Use of Services

1.1 Tax Preparation Services

If you purchase our tax preparation services (as reflected on your Order Form), we expect to perform the following services (the “Tax Preparation Services”):

Prepare the federal, state(s), and local income tax returns (“Income Tax Returns”) with supporting schedules for the jurisdictions listed on your Order Form.
Prepare the Income Tax Returns based on financial statements that you provide and that you represent accurately represent your financial activity.

Except as specifically provided, this engagement and the Tax Preparation Services do not include any returns other than federal, state or local income tax returns and do not extend to determining your filing requirements or nexus in any particular taxing jurisdiction.

We may be able to assist you in the preparation of other filings (including without limitation sales or use tax returns), if you request. You must request the preparation of all other filings, other than Income Tax Returns, in writing and upon our written acceptance, the requested services will then be deemed added to the Order Form and be subject to the Agreement.

Please note there are substantial governmental penalties and personal liability for noncompliance.

We must use judgment 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. We will apply the “more likely than not” reliance standard when communicating positions to you to resolve such issues, in an effort to avoid penalties that might be assessed against us as a return preparer. As a condition of receiving Tax Preparation Services, you agree to honor our reasonable directions regarding disclosure of return positions to avoid or mitigate penalties.

In the course of the Tax Preparation Services, it may come to your or 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 comes to our attention, you remain solely responsible for identifying all filings for which you are seeking Tax Preparation Services, including any liability and additional expenses resulting from choosing not to prepare and file any tax returns, tax forms, and/or supporting schedules (whether recommended by us or not). You must inform us of any new or expanded activities that could trigger filing requirements in additional countries, state or localities, such as the acquisition of property or the hiring of employees or use of independent contractors in a new country, state or locality, and send us a written request for us to prepare the filings required by those additional countries, states or localities. Activities of a partnership, LLC, trust or other pass-through entity in which you are an owner or beneficiary may also trigger additional state, local and/or foreign tax filings, so you must inform us if you have acquired an interest in a new pass-through entity over the past year. We will not file any Commerce Department reports or surveys.

You are responsible for ensuring proper recording of transactions in the accounts, safeguarding assets, and for the accuracy of the financial records. Because you have final responsibility for the tax returns, you should review them carefully before you sign and file them. We do not file the Income Tax Returns or other filings prepared under this Agreement. You are solely responsible for filing the Income Tax Returns or other filings we prepare on your behalf. Your returns may be audited by the taxing authorities. Any proposed adjustments may be subject to appeal.

Because of the special purpose, nature and format, the Income Tax Returns do not constitute financial statements prepared in accordance with generally accepted accounting principles. The Income Tax Returns should be used only for income tax purposes and must not be used as a substitute for financial statements.

US citizens and residents and certain nonresidents who have a financial interest in or signature or other authority over any “financial accounts” in a foreign country are 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 direct or indirect 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 are able to assist you in the preparation of these foreign filings. You are responsible for identifying the need for these filings. This Agreement and the scope of our services excludes the preparation of the filings described in this paragraph unless you provide a written request for us to prepare the necessary filings, and we accept the request with a written confirmation. Please note there are substantial Internal Revenue Service (“IRS”) and other governmental penalties for noncompliance

1.2 Unauthorized uses of the Tax Preparation Services

You agree not to use the Tax Preparation Services:

in connection with or to violate any law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), including, but not limited to, transactions relating to counterfeit goods, stolen goods, illegal or controlled substances (although compliance with state law with respect to production or sale of marijuana shall not be deemed a breach of this Agreement with respect to federal restrictions on marijuana), illegal online gambling/wagering, escort services, pyramid schemes, counterfeit goods, the unlicensed sale of firearms, or any type of money laundering;
process false or inaccurate transactions; or
harass or abuse Northstar representatives or agents performing services on behalf of Northstar.

We may suspend or terminate provision of the Tax Preparation Services, in whole or in part, where we believe:

· you are using our Tax Preparation Services in a manner that breaches this Agreement;

· you are using our Tax Preparation Services in a way that creates the risk of personal injury, property damage, or legal liability for Northstar, you or any third party; or

· the provision of our Tax Preparation Services may cause Northstar to lose the services of one of our third-party service providers.

You represent and warrant that any information you provide to us about your business, services, income, deductions, and other tax items is accurate and complete.

1.3 Obligations

In providing Tax Preparation Services, we rely on information provided by you. You agree to provide the information we request. You agree to provide only accurate information. You acknowledge that your failure to provide information we request may result in a delay in the Tax Preparation Services and that such a delay does not constitute a breach of this Agreement by us.

2. Our Responsibilities

2.1 Arguable positions

We will use our judgment to resolve questions in your favor where a tax law is unclear, provided that we have a reasonable belief that there is substantial authority for doing so. If there are conflicting interpretations of the law, we will explain the possible positions that may be taken on your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials. We will not sign a tax return or claim of refund that we know contains a position that lacks a reasonable basis, takes an unreasonable position, or is a willful attempt to understate tax liability, and our refusal to sign such a tax return or claim of refund will not constitute a breach of this Tax Services Agreement. Tax reference materials include but are not limited to, the Internal Revenue Code (“IRC”), tax regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. We assume no liability for any additional tax, penalties, interest, related professional fees and any other additional costs incurred in connection with the Tax Preparation Services. You hereby release us from any liability for additional tax, penalties, interest, related professional fees and any other additional costs incurred in connection with the Tax Preparation Services.

2.2 No Expectation of Privacy

If the tax returns prepared in connection with this engagement are filed using the married filing jointly filing status, both spouses are deemed to be clients of the firm under the terms of this Agreement. Both spouses acknowledge that there is no expectation of privacy from the other concerning our services in connection with this Agreement. We are at liberty to share with either of you, without prior consent of the other, documents and other information concerning the preparation of your tax returns. Upon lawful request from the IRS, a court of law, or state tax authority, we will share your income tax return as required by law and after notifying you of the request. Upon receiving such a notification, you are obligated to inform us of any lawful reason for which we should not share the return as requested. You are herein aware that our Tax Preparation Services are not covered by attorney-client, or other, privilege unless, and until, a law firm that represents you enters into a Kovell agreement with us requesting us to provide services to the law firm to further its representation of you.

2.3 Bookkeeping assistance

We may deem it necessary to provide you with accounting and bookkeeping assistance solely for the purpose of preparing the tax returns. You agree to pay for those required services.

2.4 Estimated tax payments

You may be required to make quarterly estimated tax payments. Updating recommended payments to more closely reflect your actual income is not within the scope of this engagement. If you would like us to provide this service, we will enter into another agreement with you to separately provide those services if we agree on the terms.

2.5 Tax planning services

Tax planning services are not within the scope of this engagement. During the course of 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 would like us to provide tax planning services, we will enter into another agreement with you to separately provide those services if we agree on the terms.

2.6 Government inquiries

This engagement does not include responding to inquiries by any governmental agency or tax authority. If your tax return is selected for examination or audit and you want us to represent you, we will enter into another agreement with you to separately provide those services if we agree on the terms.

2.7 Reliance on others

If you wish to take a tax position based upon the advice of another advisor, the position must meet the “realistic possibility,” “substantial authority,” or “more likely than not” standard. You agree to obtain a written statement from the advisor confirming the standard that should apply so the position may be properly disclosed. If additional research or disclosure is required, you agree to pay for the additional charges necessary to complete the disclosure or research.

2.8 Substantial understatement penalties

The IRS and many states impose penalties for substantial understatement of tax. To avoid the substantial understatement penalty, you must have substantial authority to support the tax treatment of the item challenged by the IRS or have adequately disclose the item. To fulfill the adequate disclosure requirement, you may be required to attach to your tax return a disclosure statement which discloses all relevant facts.

You agree to advise us if you wish to disclose a tax treatment on your return. If you request our assistance in identifying or performing further research to ascertain if there is substantial authority for the proposed position to be taken on the tax item(s) in your returns, and we agree to perform the research, we will confirm the engagement of these additional services in a separate agreement. It is your responsibility to contact us if additional assistance is required.

If the IRS, state or local tax authorities later contest the position taken, additional tax, penalties, and interest may be assessed. We assume no liability, and you hereby release us from any liability arising from such contest, including but not limited to, additional tax, penalties, interest, and related professional fees you incur for the position taken.

2.9 Tax return preparer standards, reportable transactions and tax shelters

Pursuant to standards, we, as tax return preparers, are prohibited from signing a tax return unless we have a reasonable belief that there is substantial authority for a tax position taken on the tax return or we have a reasonable basis for the tax return position taken in the return and we disclose this tax position in a separate attachment to the tax return.

The law imposes substantial penalties for failure to disclose listed and other reportable transactions. In general, reportable transactions are potentially abusive transactions identified by the IRS that have a primary purpose of tax avoidance (a definition of “reportable transactions” and summary of listed transactions can be found in the instructions for IRS Form 8886.

The law imposes substantial penalties for failure to disclose tax shelter. A tax shelter is defined in IRC §6662((d)(2)(C) as a partnership or other entity, investment plan or arrangement, or any other plan or arrangement, if a significant purpose of such partnership, entity, plan or arrangement is the avoidance or evasion of Federal income tax.

You agree to advise us of any tax shelters and/or reportable transactions identified in tax reference materials. Unless a reportable transaction is more likely than not to be sustained on its merits, IRC §6662A, Imposition of Accuracy-Related Penalty on Understatements with Respect to Reportable Transactions, requires us to disclose the reportable transaction in a separate attachment to the tax return. Similarly, unless a tax shelter is more likely than not to be sustained on its merits, IRC §6662(d)(2)(C)(ii), Imposition of Accuracy-Related Penalty on Underpayments, requires us to disclose tax shelters in a separate attachment to the tax return.

If you do not consent to a required disclosure, we may be unable to prepare your tax returns. You agree to hold our firm harmless if you do not consent to the required disclosure and we are unable to prepare your tax returns in a timely manner.

You agree to hold our firm harmless with respect to any liability including but not limited to, additional tax, penalties, interest and professional fees resulting from your failure to timely notify us, in writing, of any tax shelters and/or reportable transactions in order to facilitate the timely preparation and filing of your tax returns.

3. Your Responsibilities

3.1 Online access to information

To the extent you provide our firm with access to electronic data via a local or online database from which we will download the information necessary to prepare your tax returns, you agree that the data in such database is accurate as of the date and time you authorize it to be downloaded and you will not alter, amend or add to the database without providing us notification in advance.

3.2 Documentation

You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information and tax items on your returns, as required under applicable tax laws and regulations. You represent that you have such documentation and can produce it, if necessary, to respond to any audit or inquiry by tax authorities. You agree to hold our firm harmless from any liability including but not limited to, additional tax, penalties, interest and professional fees resulting from the disallowance of tax deductions due to inadequate documentation.

3.3 Gifts received from foreign persons

If you received a gift or bequest from a foreign person or trust, you may be required to file a separate IRS Form 3520, Annual Return To Report Transactions With Foreign Trusts and Receipt of Certain Foreign Gifts or Form 3520-A, Annual Information Return of Foreign Trust with a U.S. Owner. If you ask us to prepare this return, and we agree to prepare it, we will confirm the engagement for these additional services in a separate agreement.

3.4 Personal expenses

You are responsible for ensuring that personal expenses, if any, are segregated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities. At your written request, we are available to provide you with written answers to your questions on the types of supporting records required.

3.5 State and local filing obligations

You are responsible for determining your tax filing obligations with any state or local tax authorities, including but not limited to income, franchise, sales, use, property or unclaimed property taxes. If upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you of those additional filing obligations, but have no obligation to provide such notification. If you ask us to prepare any other returns, and we agree to do so, we will confirm the engagement of these additional services in a separate agreement.

3.6 U.S. filing obligations related to foreign investments

You may have additional filing obligations related to foreign investments. You are responsible for informing us of all foreign assets owned, directly or indirectly, including but not limited to financial accounts with foreign institutions, other foreign non-account investments, and ownership of any foreign entities, regardless of amount. If you ask us to prepare these additional filings, and we agree, we will confirm the engagement of these additional services in a separate agreement.

Failure to timely file the required forms related to foreign investments may result in substantial civil and/or criminal penalties. By your signature below, you agree to provide us with complete and accurate information regarding any foreign investments in which you have a direct or indirect interest, or over which you have signature authority, during the above referenced tax year. We assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.

3.7 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 engagement.

3.8 Virtual currency

The IRS considers virtual currency (e.g., Bitcoin and other virtual currencies) as property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, virtual currency are subject to the same general tax principles that apply to other property transactions.

If you had virtual currency activity during the tax year, you may be subject to tax consequences associated with such transactions and may have additional reporting obligations. You agree to provide us with complete and accurate information regarding any transactions in, or transactions that have used, virtual currency during the applicable tax year.

3.9 Employment records

You are responsible for obtaining Form I-9, Employment Eligibility Verification, from each new employee at the time of employment. In addition, Form W-4, Employee’s Withholding Allowance Certificate, and the applicable state equivalent should be retained for all employees. Failure to obtain these forms may subject you, as an employer, to penalties. Additional state requirements related to employment records may exist. The scope of this Tax Services Agreement does not require us to obtain, verify or retain the employment records listed in this section 3.9.

3.10 Worker classification

You acknowledge and confirm that you, in consultation with other professional advisors, as needed, are responsible for determining the correctness of the classification of any persons you employ or engage as independent contractors. Payroll tax withholding and related employer payroll tax implications rest on this determination (“Payroll Obligations”). We cannot advise you with respect to the classification of any persons you employ or engage as independent contractors, and we will rely upon your determination of same.

We recommend obtaining a signed contract and signed Form W-9, Request for Taxpayer Identification Number and Certification, from all independent contractors. You should provide all independent contractors with both forms (W-9 or W-8BEN) and let them decide which form is reflective of their status.

You should also issue a Form 1099-NEC, Nonemployee Compensation, to all unincorporated domestic independent contractors to whom you pay $600 or more for services. In addition, state rules should also be reviewed to determine if state taxes are required to be withheld and separate returns completed for any independent contractor.

Significant penalties are assessed for late filing, non-filing and filing of incorrect information as related to Payroll Obligations and the forms listed in this section 3.10. Preparation of these Payroll Obligations and forms is not within the scope of this engagement. If you ask us to prepare these Payroll Obligations and forms, and we agree to prepare them, we will confirm the engagement of these additional services in a separate agreement. If you fail to adhere to the filing deadlines, you will be responsible for any penalties, interest and related professional fees for the improper filing.

3.11 Ultimate responsibility

You have final responsibility for the accuracy of your tax returns. We will provide you with a copy of your electronic tax returns and accompanying schedules and statements for review prior to filing the same with the IRS, state and local tax authorities, as applicable. You agree to review and examine the provided tax returns carefully for accuracy and completeness, and bring any inaccuracies to our attention.

You will be required to verify and sign a completed Form 8879, IRS e-file Signature Authorization, and any similar state and local equivalent authorization form before your returns can be filed electronically.

In the event that you do not wish to have your tax returns filed electronically, please contact our firm. Additional procedures will apply. You will be responsible for reviewing the paper returns for accuracy, signing them, and filing them timely with the tax authorities.

4. Extensions of Time

At our discretion, we may file a request an extension of time to file your tax returns. This may be due to items such as the timing of receipt of support documents or an inability for us to prepare and review your tax return prior to the original tax filing deadline. Whether or not we file a file a request an extension of time to file your tax returns, you are responsible for paying any and all taxes due by the original filing deadline. Upon your written request, we may assist you in estimating income taxes.

A late filing may extend the time available for a government agency to undertake an audit of your return or may extend the statute of limitations to file a legal action.

5. Penalties and Interest Charges

Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You, as the taxpayer, remain solely responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities.

6. Third Party Accounts

6.1 Third-party services and Login Credentials

Our Services can automatically transfer data from other websites and services, like your bank account. If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, the “Login Credentials”)), you both (a) give us permission, and a limited power of attorney, to use them to login to these other websites and services and access, transfer, reformat, and manipulate your account on your behalf; and (b) represent to us that you have the authority to give us this permission. We will only use the Login Credentials as described in this Agreement.

7. Customer Data and Communications

7.1 Storage of Customer Data

All facilities used to store and process customer data (“Customer Data”) will adhere to reasonable security standards no less protective than the security standards at facilities where Northstar stores and processes its own information of a similar type. As part of providing the Tax Preparation Services, we may transfer, store and process Customer Data in the United States. By using the Tax Preparation Services, you consent to this transfer, processing and storage of Customer Data.

7.2 Retention of Customer Data

We will retain copies of the records you have supplied to us along with work papers for your engagement for a period of seven years from the original due date of the applicable return. Please notify us within this period if you need copies of any of these materials. After seven years, work papers and engagement files will be destroyed. Your original records will be returned to you at the end of this engagement. Working papers and files that we maintain are not a substitute for your original records, and you should arrange for secure storage of the originals.

7.3 Use of Client Portals

To enhance our services to you, we may utilize a document portal such as Google Drive, Dropbox, Sharepoint or other similar service provider. In order to use such a portal, you may be required to execute a client portal agreement. You agree that we have no responsibility for the activities of such a portal and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of the portal.

Northstar is not a host for any Customer Data. You are responsible for maintaining your own copies of all Customer Data. We do not provide back-up services for any Customer Data, including information we provide to you. Portals are utilized solely as a method of transferring data and are not intended for the storage of Customer Data. Customer Data on a portal may be deleted at any time.

If you decide to transmit your confidential Customer Data to us in a manner other than a secure portal, you accept responsibility for any and all unauthorized access to your confidential information. If you request that we transmit confidential information to you in a manner other than a secure portal, you agree that we are not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending confidential information in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

7.4 Limitations on Oral and Email Communications

We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email. Any advice or information delivered orally, in an email will or via any other medium will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us. You accept all responsibility, except to the extent caused by willful misconduct, for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to engage us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm the provision of this additional service in a separate engagement letter.

7.5 Newsletters and Similar Communications

We may send newsletters, emails, explanations of technical developments or similar communications to you. These communications are of a general nature and should not be construed as professional advice. We may not send all such communications to you. These communications do not constitute a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.

7.6 Working Paper Access Requests by Regulators and Others

State, federal and foreign regulators may request access to or copies of certain documents containing Customer Data pursuant to applicable legal or regulatory requirements. If Customer Data is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

If we receive a request for copies of selected documents containing Customer Data, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of documents containing Customer Data. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

7.7 Summons or Subpoenas

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, you may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, and if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

You agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

8. Referrals

In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.

9. Brokerage or Investment Advisory Statements

If you provide our firm with copies of brokerage (or investment advisory) statements and/or read-only access to your accounts, we will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf. We recommend that you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker or investment advisor.

10. Non-Disclosure and Confidentiality

10.1 Obligations

Subject to Section 10.2 (Disclosure of Confidential Information) the recipient (that is, Northstar and you) will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement. Customer Data is your Confidential Information. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to other parties other than the recipient’s representatives who need to know such Confidential Information and who have a legal obligation to keep it confidential. The recipient will ensure that its representatives are also subject to the same non-disclosure and use obligations.

10.2 Disclosure of Confidential Information

10.2.1 General

Regardless of any other provision in this agreement, the recipient or its representatives and Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Section 10.2.2 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with enforcing our rights under our agreements with you.

10.2.2 Legal Process notification

The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with a legal process. Notice is not required before disclosure if the recipient is informed that (a) the other party is legally prohibited from giving notice or (b) the legal process relates to exceptional circumstances involving danger of death or serious physical injury.

10.2.3 Opposition

The recipient and its Affiliates will comply with the other party’s reasonable requests to oppose disclosure of its Confidential Information.

10.3 Non-Disparagement.

Neither party shall, at any time during the Term, or thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the reputation of the other party or any of its respective officers, directors, employees, advisors, or businesses. Notwithstanding the foregoing, nothing in this Agreement shall preclude either party from making truthful statements that are required by applicable law, regulation or legal process.

11. No Solicitation

Northstar has and continues to invest heavily into its team, and you acknowledge Northstar’s investment in its team and agree not to solicit or employ any of our employees or contractors. As liquidated damages and not as a penalty, in the event that you or any of your Affiliates engage as your (or your Affiliate’s) own independent contractor or employee any individual who, within the previous 24 months, was an employee or independent contractor of Northstar that provided Tax Preparation Services to you, you shall pay to Northstar a conversion fee equal to 100% of the annualized compensation to be paid by you and your Affiliates to such former employee or contractor, which fee shall be payable in a lump sum within thirty (30) days of your (or your Affiliate’s) engagement of such person.

12. Payment

The fees for the Tax Preparation Services and the date the fees are payable are as set forth in your Order Form.

Northstar may elect to collect payment for the fees automatically via ACH. Fees are exclusive of taxes, which you’re responsible for, if applicable. You hereby authorize Northstar or its payment processor to initiate entries to your bank checking accounts on file with Northstar (using your address on file) in order to pay amounts that you owe to Northstar, and, if necessary, to initiate adjustments for any transactions credited or debited in error. Northstar may immediately suspend provision of the Tax Preparation Services if you fail to pay any fee in a timely manner. In addition, if payment is not received by Northstar as and when due, in addition to any other available remedies Northstar may have, you agree to pay, as liquidated damages and not as a penalty, interest on the unpaid balance of such fees and expenses at the rate of ten percent (10%) per annum (but in no event more than the maximum rate allowed by law) from the date due until paid in full, including applicable interest.

If you have a good faith objection to any of our fees, you must notify us within 10 days of after the delivery of our invoice to you of your objection via email to amendez@nstarfinance.com explaining the basis of your objection in reasonable detail. If you do not provide such an objection during this period you will be deemed to have waived any objection or dispute to the validity of such fees, and the invoice will be deemed received and approved in its entirety.

You are responsible to reimburse Northstar for all reasonable business expenses incurred by Northstar in connection with the Tax Preparation Services provided hereunder. Reimbursement for such expenses is due upon receipt of an invoice from Northstar for such expenses and subject to the same payment terms for fees, as stipulated in this section 12.

13. Term and Termination

13.1 Term

This Agreement is effective on the later of the date you sign the corresponding Order Form or this Tax Services Agreement (the “Effective Date”), and the term of this Agreement (the “Term”) shall continue from the Effective Date until the term set forth in your Order Form expires, or is terminated in accordance with the terms set forth in such Order Form or this Tax Services Agreement.

13.2 Termination by you

You may terminate this Agreement in accordance with the termination provisions of the Order Form or this Tax Services Agreement. Upon such termination we will give you a refund of prepaid fees for unelapsed months of the Tax Preparation Services (other than any onboarding fees), but any other fees paid as of the date of termination shall not be refundable and fees and expenses for Tax Preparation Services provided as of the date of termination will be immediately due and payable on the date of termination.

13.3 Termination by us

We may terminate your Tax Preparation Services at any time by providing notice of termination to you via the email address we have on file. In the event we terminate your Tax Preparation Services for any reason other than your violation of Section 1.2 (Unauthorized uses of the Tax Preparation Services) or your material breach of this Agreement, we will give you a refund of prepaid fees (other than onboarding fees) for unelapsed months of the Tax Preparation Services.

13.4 Effect of termination or expiration of Term

In the event the Term expires or the Agreement is terminated, we will try to transfer to you the “master administrator” status for any accounts that were maintained for you by Northstar, so that you can elect to maintain the subscription for the account or export your data.

14. Survival

Sections 1.2, 10, 12, and 7 – 21 (inclusive) any other provisions of this Agreement which by their terms call for performance subsequent to termination of the Agreement shall survive the termination or expiration of The Agreement.

15. Intellectual Property

As between the parties, you retain all intellectual property rights in your data, and we retain all intellectual property rights in the Tax Preparation Services. You grant us a limited license to use your data to provide, protect, and improve the Tax Preparation Services. We may retain anonymized, de-identified, and aggregated data that is protected by organizational and technical safeguards in order to perform research and development. If you provide us with feedback or suggestions about the Services (“Feedback”), then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback.

16. Using Northstar Services on Behalf of Others

If you are using the Tax Preparation Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient enter into this Agreement.

17. Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, NORTHSTAR, ITS AFFILIATES, AND ITS AND THEIR CONTRACTORS (THE “NORTHSTAR ENTITIES”) MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE TAX PREPARATION SERVICES. THE TAX PREPARATION SERVICES ARE PROVIDED “AS IS.” NO WARRANTY IS MADE THAT THE SERVICES OR RESULTS OF USE OF THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, THAT THE TAX PREPARATION SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE TAX PREPARATION SERVICES WILL BE ACCURATE OR RELIABLE. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER. THE NORTHSTAR ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE TAX PREPARATION SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE NORTHSTAR ENTITIES FOR ALL CLAIMS RELATING TO THE TAX PREPARATION SERVICES AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE TAX PREPARATION SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, THE NORTHSTAR ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF THE NORTHSTAR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE NORTHSTAR ENTITIES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE TAX PREPARATION SERVICES AND THEIR USE.

19. Indemnification

You shall defend and indemnify the Northstar Entities from and against all damages, losses, liabilities, claims, demands, actions, suits, judgements, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and our provision of the Tax Preparation Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this Agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity pursuant to the Tax Preparation Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

20. Disputes

20.1 Judicial forum for disputes

Except as set forth in Section 20.5 (Arbitration), you and Northstar agree that any and all claims relating to these terms or the Tax Preparation Services may only be brought in state courts located in Los Angeles County, California, subject to the mandatory arbitration provisions below. Both you and Northstar consent to venue and personal jurisdiction in such courts.

20.2 Notice of disputes

If you have a dispute with Northstar, you will promptly send written notice to: Northstar Financial Consulting Group, Inc., 9454 Wilshire Blvd., 6th Floor, Beverly Hills, CA 90212.

20.3 Governing law

This agreement and all claims (including procedural issues) between the parties are governed by the laws of California, excluding California’s conflict of laws rules.

20.4 Informal resolution

Before filing a claim, you and we each agree to try to resolve the dispute by contacting the other party through the notice procedures in Section 20.2 (Notice of disputes). If a dispute is not resolved within thirty days of notice, you and we may bring a formal proceeding.

20.5 Arbitration

You and Northstar agree to resolve any and all claims relating to this agreement or the Tax Preparation Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Los Angeles (CA), or any other location both parties agree to in writing.

20.6 Exception to arbitration

Either party may bring a lawsuit in state courts located in Los Angeles County, California solely for injunctive relief to stop unauthorized use or abuse of the Tax Preparation Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above.

20.7 NO CLASS ACTIONS

You may only resolve disputes related to or arising from the Tax Preparation Services with the Northstar Entities on an individual basis and will not bring a claim in a class, consolidated, or representative action.

20.8 30-day opt-out period

If you don’t wish to be bound by these arbitration provisions (including its waiver of class and representative claims), you must notify us by emailing arbitration-opt-out@Nstarfinance.com no later than 30 days after the first acceptance date of any version of this agreement containing an arbitration provision (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration agreement between us.

20.9 Future changes to this dispute resolution agreement

If Northstar makes any changes to this Section 20 (or successor section and not including Section 20.2 (Notice of Disputes)), you may reject any such change by notifying us via the procedure set forth in Section 20.8 (30-day opt-out period) within 30 days of the change. It is not necessary to submit a rejection of a future change to this Section 20 if you have properly opted out of arbitration in compliance with the requirements of Section 20.8 (30-day opt-out period).

20.10 Attorney’s Fees

If any legal action arises under this Agreement the prevailing party shall be entitled to have and recover all reasonable costs and expenses, including reasonable attorney’s fees incurred in enforcing or attempting to enforce any of the terms of this Agreement, costs incurred prior to commencement of legal action, and all costs and expenses, including reasonable attorney’s fees, incurred in any appeal from an action brought to enforce any of the terms of this Agreement.

21. Miscellaneous

21.1 Third-Party Service Providers or Subcontractors

To enhance our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider to assist us. This may include provision of your confidential information to the third-party service provider. By accepting the terms and conditions of this Agreement, you are providing your consent and authorization to disclose your confidential information to a third-party service provider.

21.2 Independent Contractor

When providing services to your company, we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you.

Our obligations under this agreement are solely obligations of Northstar, and no partner, principal, employee or agent of Northstar shall be subjected to any personal liability whatsoever to you or any person or entity.

21.3 Updates to this agreement

Northstar may make nonmaterial changes to these terms at any time without notice, but we will provide advance notice of any material changes to them. Other than changes made under Section 20.9 (Future changes to this dispute resolution agreement), the changes to the terms will not apply retroactively and will become effective 30 days after we give you notice or the stated effective date of the new terms, whichever is later. If a new version of these terms has a material negative impact on you, then you may object to the change by notifying us (via amendez@nstarfinance.com) within 30 days after we provide you with notice of the changes. If you so notify us, then you will remain governed by the terms in effect immediately before the change until the end of your Term. Notwithstanding anything to the contrary in the foregoing, any changes to the terms related to new features or made for legal reasons will become effective immediately upon notice.

21.4 Severability

If one or more of the provisions contained in this agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

21.5 Assignment

You may not assign this Agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. Northstar may freely assign this Agreement, or its rights and obligations under it, in whole or in part.

21.6 Electronic notices

We will communicate with you via email or the Tax Preparation Services’ dashboard. It is your responsibility to keep your Tax Preparation Services account e-mail address up-to-date so that you are able to receive electronic communications from us.

21.7 Entire agreement; Amendments

This Agreement, together with your Order Form, constitutes the entire agreement between you and Northstar with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations, and offers. Except as specifically stated otherwise in the Agreement, any amendment to the agreement must be in writing, expressly state that it is amending the Agreement and signed by both parties.

21.8 Order of precedence; headings

In the event of a conflict between this agreement and any Order Form, the terms of the Order Form shall govern. Headings are for information purposes only.

21.9 Third-party beneficiaries

Northstar’s Affiliates and their respective Representatives are intended third party beneficiaries of this Tax Services Agreement. Except as expressly set forth in the foregoing, there are no third party beneficiaries to these terms.

22. Definitions

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Confidential Information” means information that one party (or Affiliate) discloses to the other party under the agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is your Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“Customer Data” means data submitted, stored, sent or received via the Tax Preparation Services by you, at your direction, or as part of the Tax Preparation Services for you.

“including” means including, without limitation.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

“Order Form” means the ordering document or website page for the Tax Preparation Services that incorporates by reference this Agreement.

“Northstar”, “we”, and “us” means Northstar Financial Consulting Group, Inc.

“Representatives” means employees, Affiliates, agents, and professional advisors.