Terms of Service

GrowthLab and Customer may choose to execute one or more engagements for the purpose of expanding or itemizing the Services, fees, and payment structures; however, these Terms may be revised for future engagements. As such, the Terms provided with the most recent engagement executed between the Parties shall control all then active engagements between the Parties, including this Engagement.

Onboarding & Catchup Services

GrowthLab may undertake work to set up Customer’s account, design and implement accounting policies & procedures, design or amend chart of accounts, identify and/or set up software and applications, code previous transactions (if necessary), reconcile previous periods (if necessary), and/or perform other work to enable service delivery to Customer by GrowthLab. These services may be referred to herein as “Onboarding Services” and “Catchup Services.” If Onboarding Services and Catchup Services are part of the Services for which GrowthLab is engaged, GrowthLab will identify information and access points needed from Customer in order to complete the Onboarding Services and Catchup Services. Delays in receiving this information from Customer or any other delays in the onboarding process that are outside of GrowthLab’s control (such as a delay due to lack of access to required systems or issues with third party software connectivity) may impact the timing and completion of Onboarding Services and Catchup Services. GrowthLab will strive to timely communicate with Customer about the progress of the onboarding process and any additional information needed by GrowthLab to complete the onboarding process.

Access to Information and Accounts

GrowthLab’s Services are dependent on the timely delivery, availability, quality, and completeness of the information Customer provides to GrowthLab. As such, GrowthLab may require and request access to certain documents, accounts, information, and/or people concerning the Customer on an as-needed basis. If the information requested by GrowthLab is not provided in a timely manner, or is incomplete or unusable, the delivery of the Services may be impeded and, as such, GrowthLab reserves the right to delay or suspend Services or Terminate this Engagement. Customer acknowledges and agrees that GrowthLab will not be able to provide the Services unless Customer provides accurate, timely, and complete information, as requested by GrowthLab.

Customer Duties: Policies, Fraud, Illegal acts, and Compliance

Customer is solely responsible for adopting sound accounting policies, for maintaining an adequate and efficient accounting system, for safeguarding assets, for authorizing transactions and for retaining supporting documentation for such transactions, and for devising a system of internal controls that will, among other things, help assure the preparation of proper financial statements. Furthermore, Customer is solely responsible for management decisions and functions, for designating competent individuals to oversee any of the Services that GrowthLab provides, and for evaluating the adequacy and results of those Services.

Customer is solely responsible for the design and implementation of programs and controls to prevent and detect fraudulent practices, and shall inform GrowthLab about all known or suspected fraud affecting the Customer including, but not limited to, instances of fraud involving (a) management (b) employees who have significant roles in internal control, and © others where the fraud could have a material effect on the financial statements. Customer shall immediately inform GrowthLab if Customer is, or becomes, aware of any allegations of fraud or suspected fraud affecting the Customer.

Customer is solely responsible for compliance with all laws and regulations, whether federal, state, local, foreign or otherwise, applicable to Customer’s business. GrowthLab may offer advice to Customer that may be affected by federal, state or local laws and/or regulations. Customer understands that GrowthLab is not a law firm and does not give legal advice. GrowthLab recommends that Customer consult its legal advisors and GrowthLab will work with these legal advisors as appropriate. GrowthLab may also offer advice that may be related to domestic or international capital markets. Customer understands that GrowthLab is not a broker/dealer in securities or an investment bank. GrowthLab recommends that Customer consult its investment banking, securities, and other professional advisors and, to the extent that is appropriate, GrowthLab will work with these advisors.

The Services do not include procedures designed to discover fraud, illegal acts, or other irregularities. GrowthLab is not responsible for IRS disallowance of doubtful deductions or deductions unsupported by adequate documentation nor for resulting taxes, penalties, and/or interest resulting from this. During the performance of Services under the Engagement, GrowthLab may identify relevant best practices and recommend actions regarding compliance issues, milestones, and/or deadlines, and GrowthLab shall inform the Customer of such relevant best practices or such recommended actions; provided, however, that it is Customer’s sole responsibility to ensure their implementation. GrowthLab will use commercially reasonable efforts to inform Customer of any material errors, evidence of fraud, illegal acts that may have occurred (unless they are clearly inconsequential) based solely on the information that Customer has provided to GrowthLab, or deficiencies in accounting policies and procedures, including internal controls that come to GrowthLab’s attention during the performance of Services.

Term & Termination

This Engagement starts when this Engagement has been fully executed by both Parties, which is expected to occur on October 1, 2020. We will not deal with earlier periods unless you specifically ask us to do so and we agree in writing. This Engagement shall remain in full force and effect until otherwise modified as provided herein, by written consent of the Parties or until terminated in accordance with the provisions herein (such period, the "Term "). If not terminated in accordance with the provisions herein, this Engagement shall automatically renew upon the end of the then-current Term for an additional twelve (12) month Term.

Notwithstanding the foregoing, it is GrowthLab’s policy to initiate renewal and/or revision of the Engagement on an annual basis.

Either Party may terminate the Engagement (“Termination”) at any time without cause by written notice to the other Party, in which case, Customer shall pay any and all amounts incurred by and due to GrowthLab for Services provided prior to the effective date of Termination. If GrowthLab elects to terminate the Engagement based on nonpayment of fees owed to GrowthLab under this Engagement, GrowthLab’s sole responsibility will be to complete the Services for the time period(s) and or project(s) for which payment has been received, which may be prior to the date of Termination.

Upon Termination of this Engagement, any accrued or ongoing rights or obligations of the Parties shall survive such Termination, unless otherwise agreed in writing. Such obligations and rights include, but are not limited to, provisions for payment of fees for Services, reimbursements for expenses, confidential information, dispute resolution, risk of data loss, Warranty Disclaimer, limitation of liability, indemnification, and assignment.

Data Transfer and Return of Materials

Upon Termination or upon written request by Customer, Customer may request that GrowthLab transfers Customer Data (as defined below) to a new vendor or software platform (such transfer, the “Data Transfer”) and/or return or destroy all physical copies of Customer Data in its possession. Such Customer Data may include the contents of third-party SaaS platforms or services, for which GrowthLab has no responsibility to transfer. GrowthLab will use commercially reasonable efforts to support the Data Transfer upon request by Customer, but shall not be required to do so; and Customer agrees to pay GrowthLab, in advance, for the reasonable fees associated with such Data Transfer and related work. Unless Customer notifies GrowthLab in writing within five (5) business days of Termination of the desire to complete a Data Transfer, Customer agrees that GrowthLab may delete all Customer Data in its possession following thirty (30) days from the date of Termination. “Customer Data” means (i) any information provided to GrowthLab by Customer, including, but not limited to original source documents such as bank statements, receipts, or loan statement , and (ii) any work product delivered to Customer by GrowthLab for which GrowthLab has been paid.

Upon Termination, GrowthLab will not be required to provide any GrowthLab Property to Customer. “GrowthLab Property” includes work product which was developed by GrowthLab pursuant to this Engagement, including, but not limited to, processes and procedures related to Customer workflow, workpapers used to maintain accurate accounting, and notes regarding work completed.

Confidentiality

GrowthLab shall use commercially reasonable efforts to protect the confidentiality of all information received by GrowthLab from the Customer (“Customer Confidential Information”) in the performance of Services; provided, that this obligation shall not apply to information (i) known to GrowthLab independently from GrowthLab’s relationship with the Customer, (ii) disclosed to GrowthLab in good faith by a third party who, to the actual knowledge of GrowthLab, received such information without restriction on further disclosure, or (iii) independently developed by GrowthLab without reference to Customer Confidential Information. In addition, and in the event that GrowthLab is required by a governmental authority or by order of a court of competent jurisdiction to disclose any Customer Confidential Information, and unless otherwise prohibited by applicable law, GrowthLab will give prompt written notice to the Customer of any such required disclosure so that, prior to such required disclosure, the Customer may seek an appropriate protective order or other similar remedy with respect to such information. GrowthLab will reasonably cooperate with the Customer, at the Customer’s sole cost and expense, in its efforts to seek a protective order or other remedy. In the event that no such protective order or other remedy is obtained, GrowthLab will furnish only that portion of the Customer Confidential Information that is legally required to be furnished. Upon Termination of this Agreement, at Customer’s request, GrowthLab will return all Customer Confidential Information and copies thereof in its possession, provided that GrowthLab may retain one copy of Customer Confidential Information pursuant to legal, regulatory or bona fide document retention policies and the requirement to return or disclose shall not apply to automated computer backup systems.

Notwithstanding anything to the contrary in this Agreement, GrowthLab and its personnel shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Customer Confidential Information.

Customer shall hold in confidence GrowthLab’s Confidential Information. “GrowthLab’s Confidential Information” includes all accounting methodology, pricing structures, business strategies, information regarding the skill of its personnel, and all other information reasonably known or understood to be confidential; provided, that this obligation shall not apply to information (i) known to Customer independently from Customer’s relationship with the GrowthLab, (ii) disclosed by GrowthLab to a third party without restriction on further disclosure, (iii) independently developed by Customer without reference to GrowthLab’s Confidential Information. In addition, and in the event that the Customer is required by a governmental authority or by order of a court of competent jurisdiction to disclose any of GrowthLab’s Confidential Information, and unless otherwise prohibited by applicable law, the Customer will give prompt written notice to GrowthLab of any such required disclosure so that, prior to such required disclosure, GrowthLab may seek an appropriate protective order or other similar remedy with respect to such information. Thee Customer will reasonably cooperate with GrowthLab, at GrowthLab’s sole cost and expense, in its efforts to seek a protective order or other remedy. In the event that no such protective order or other remedy is obtained, the Customer will furnish only that portion of GrowthLab’s Confidential Information that is legally required to be furnished.

Electronic Data Communication and Storage and Use of Third Party Administrative Services

In the interest of facilitating our Services to Customer, Customer hereby authorizes GrowthLab to send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, and to allow Customer’s access to data through third-party vendors’ secured portals or clouds. GrowthLab may use third-party service providers to store and transmit this data, such as providers of cloud storage, SaaS general ledger platform(s), SaaS accounting tools, and/or tax return preparation software. In using these data communication and storage methods, GrowthLab employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data access securely in accordance with our obligations under applicable laws and professional standards. We enter into agreements with our third-party vendors that obligate them to do the same. You acknowledge and agree that we have no control over the unauthorized interception or breach of any communications or data once it has been sent via electronic means or data that has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third-party service providers during this Engagement.

Customer agrees that GrowthLab may communicate with Customer via email transmission. Customer acknowledges that such communications may be intercepted, read, disclosed, or otherwise used or communicated by a third party, or may not be delivered to each of the parties to whom they are directed and only to such parties. GrowthLab cannot, and does not, guarantee or warrant that emails or other electronic forms of communication from GrowthLab will be properly delivered and read only by the intended recipient(s). Therefore, GrowthLab hereby specifically disclaims, and Customer waives, any and all liability or responsibility of GrowthLab for any interception or unintentional disclosure of emails transmitted by GrowthLab in connection with the delivery of the Services and GrowthLab’s performance pursuant to this Engagement. Customer agrees that GrowthLab shall have no liability for any loss or damage to any person or entity resulting from the use of electronic transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information, regardless of whether GrowthLab has been advised in advance of such potential damages. GrowthLab provides commercially reasonable secure, encrypted, communication methods for Customers.

Non-Solicitation

During the term of this Engagement and for a period of twelve (12) months following Termination, Customer shall not directly or indirectly engage the services of any person, whether as an employee or independent contractor or otherwise, who has at any time during this Engagement been an employee of, or consultant to, GrowthLab. Upon any breach of this clause, Customer shall promptly pay GrowthLab, as liquidated damages, and not as a penalty, an amount equal to fifty percent (50%) of such person’s projected first year compensation, including salary, bonus, and any other compensation payable to such person by the Customer.

Payment Terms

Customer agrees to pay fees to GrowthLab in amounts of, and in accordance with, the terms specified in this Engagement. Fees which are agreed to be paid and are able to be collected via ACH or credit card per this Engagement shall be so executed and receipt of payment shall be provided to Customer. Fees which are to be invoiced and collected per the Billing Schedule shall be invoiced per the Billing Schedule and GrowthLab will provide invoices to Customer for such payments. Any invoices for time and materials shall be payable by Customer within 15 days of Customer’s receipt of an invoice from GrowthLab. Customer agrees to pay all sales and use and similar taxes associated with the provision of Services under this Agreement, but excluding taxes on GrowthLab’s net income or employment of its personnel. If Customer claims a tax exemption, Customer must provide GrowthLab with valid tax exemption certificates.

If Customer requests that GrowthLab provide any services beyond the scope of those specifically described in this Engagement (or other active Engagement between the Parties), GrowthLab will bill, and Customer agrees to pay, fees for such additional time incurred by GrowthLab at its standard hourly rates or, alternatively, Customer agrees to revise or amend this Engagement or execute a new engagement for the provision of such additional Services.

If Customer objects to any portion of an invoice, Customer shall notify GrowthLab of the objection in writing within ten (10) calendar days of receipt of such invoice, and if such notice is not received before the end of such ten (10) day period, the Customer will be deemed to have accepted the entire invoice. Such notice shall identify the specific reasons for the objections and the amount in dispute. Parties agree to work diligently to promptly resolve any disputes subject to the Dispute Resolution provisions of this Engagement. Notwithstanding the foregoing, Customer agrees to immediately pay to GrowthLab all undisputed amounts on any invoice.

To the extent that Customer has provided to GrowthLab Customer’s bank account information or, if applicable, credit card information , Customer hereby authorizes GrowthLab to initiate electronic withdrawals from such bank account in accordance with the bank account information Customer has provided or, if applicable, to charge the credit card provided to GrowthLab by Customer. If a payment is returned for insufficient funds, Customer may be assessed an NSF fee by its bank or credit card company. GrowthLab shall have no responsibility to reimburse Customer for any NSF or similar fees, and any such fees shall be borne solely by Customer. The authorization contained in this paragraph will remain in effect unless and until Customer provides and GrowthLab receives seven (7) days’ prior written notice to terminate such authorization.

GrowthLab reserves the right to immediately suspend the provision of Services and/or terminate this Engagement in the event that Customer’s invoices are not paid in accordance with the terms of this Engagement.

Warranty Disclaimer; Limitation of Liability & Indemnification

The Services are provided on an “AS-IS” basis. To the extent permissible by applicable law, GrowthLab disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, or non-infringement of intellectual property. GrowthLab makes no representations or warranties that the Services will meet Customer’s requirements, nor does GrowthLab make any representation or warranty as to the results that may be obtained from the use of the Services. GrowthLab makes no representations or warranties of any kind, express or implies, as to the Services or the information, content, materials, or products delivered pursuant to this Engagement.

Under no circumstance and under no legal or equitable theory, whether in tort, contract, negligence, strict liability or otherwise, shall GrowthLab or any of its affiliated companies, or any of their respective employees, directors, officers, agents, vendors or suppliers be liable to Customer or to any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with the Services or for any breach of security associated with the transmission of sensitive information to or from the Customer or for any information obtained pursuant to this Engagement, including, without limitation, damages for lost profits, loss of goodwill, loss or corruption of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of GrowthLab has been advised of or should have known of the possibility of such damages.

GrowthLab’s total cumulative liability for any and all claims in connection with this Engagement shall be limited to the lesser of (a) actual direct damages or (b) the aggregate amount of fees paid by Customer to GrowthLab for Services under this Engagement over the six (6) months prior to the date that the claim was brought. No individual who was an officer, director, employee or agent of GrowthLab at any time during the term of this Engagement (collectively, “Representatives”) shall have any liability hereunder nor shall any affiliate of GrowthLab or its Representatives have any liability hereunder. Customer agrees and acknowledges that the foregoing limitations of liability are an essential basis of the bargain and that GrowthLab would not provide the Services absent such limitation.

Customer agrees to defend, indemnify and hold harmless GrowthLab, its affiliates and its officers, employees and directors (collectively, “GrowthLab Persons”) from and against any claims, losses, liabilities, costs or expenses (including, without limitation, reasonable fees and expenses of attorneys, accountants and other professional advisors) directly or indirectly relating to, resulting from, or arising out of the performance of its duties hereunder. To the extent that GrowthLab is required to collect or prepare documents, make depositions, testify in, or otherwise prepare for legal proceedings as a result of claims by parties other than GrowthLab against Customer (collectively, “Claim-Related Activities”), Customer agrees to compensate GrowthLab at GrowthLab’s normal rates for the time GrowthLab spends in Claim-Related Activities, including reasonable travel expenses. Notwithstanding the foregoing, Customer shall have no obligation to indemnify GrowthLab Persons or compensate GrowthLab Persons for Claim-Related Activities with respect to any performance if a court of competent jurisdiction from which no appeal can be taken finds that GrowthLab Persons acted in bad faith or engaged in willful misconduct in such performance.

Dispute Resolution

Governing Law. This Engagement shall be governed by, and construed in, accordance with the laws of the State of Rhode Island, without resort to the state’s conflict of laws rules, and Customer and GrowthLab consent to the jurisdiction of the courts of Providence County in Rhode Island for any matter concerning this Engagement.

GrowthLab seeks to conduct business and service Customers needs in a manner that achieves or exceeds expectations. Any dispute that arises under this Engagement shall be resolved under the following procedures:

1. Statement: The Party claiming to be aggrieved shall furnish to the other Party a written statement of the grievances with inclusion of specific contractual provisions alleged to have been violated, a factual statement describing the violation and the relief requested or proposed.
2. Informal Negotiations: The Parties agree to use reasonable efforts during the fifteen (15) day period following delivery of the written statement of grievances to resolve any dispute in a timely fashion through informal discussions and negotiations.
3. Non-binding mediation: During the informal negotiations, the other Party shall respond in writing to the Party claiming to be aggrieved setting forth its factual statement and any proposed solution. If the Parties cannot come to a resolution of grievances during such fifteen (15) day period, the Parties shall submit the dispute to non-binding mediation in Providence, RI before a mediator to be jointly selected by the Parties. If a mediator cannot be agreed upon, each Party shall nominate a mediator and such mediators selected by the Parties shall select a third mediator to attempt to resolve the dispute.
4. Arbitration: For any dispute that mediation does not produce an acceptable resolution to each Party, the Parties agree to resolve any such dispute via final and binding arbitration in Providence, RI before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) ; provided, however, a Party will not be required to use the foregoing dispute resolution procedures regarding any dispute where a Party is seeking purely injunctive or other equitable relief. The arbitrator shall be mutually selected by parties hereto or, if no arbitrator is mutually selected, shall be selected by the procedures set forth in the Rules. The arbitrator may construe or interpret this Engagement but may not vary or ignore any of the terms of this Engagement. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, will be resolved by the arbitrator. All aspects of the arbitration will be treated as confidential.
   Arbitration shall be the exclusive final remedy for any dispute between the parties, and the parties agree that no dispute shall be submitted to arbitration where the Party claiming to be aggrieved has not completed the steps provided for in this Dispute Resolution section.

Additional Terms

Any waiver by GrowthLab of a breach of any provision of these Terms shall not operate or be construed as a waiver of any subsequent breach hereof. If any provision of these Terms is held to be preempted by or invalid under any applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of these Terms. These Terms will be binding upon, and enforceable against, Customer and Customer’s officers, directors, and employees. Customer may not assign this Engagement without GrowthLab’s prior written consent. GrowthLab may assign its rights and obligations under this Engagement to any affiliate or successor organizations without the Customer’s consent. Any notice required or permitted to be given hereunder shall be in writing and shall be effective upon delivery to the address of the recipient Party set forth at the head of this Agreement. Invoices and routine communications may be sent by first-class mail, postage prepaid, or by electronic mail, to such locations or persons as either Party may designate in writing from time to time. Either Party may change its address for the receipt of notices, requests or other communications hereunder by written notice duly given to the other Party.

If GrowthLab personnel are unable to be present to provide the Services as a result of transportation delays or are unavailable due to sickness or injury; or either party is affected by any event beyond its reasonable control, including fire, explosion, flood, or other acts of God; acts, regulations, or laws of any government; war, terrorist acts or civil commotion; strike, lock-out or labor disturbances; or failure of public utilities or common carriers which would make provision of the services promised by GrowthLab impractical or impossible (a “Force Majeure Event”), then the provisions of this section may be invoked provided that the affected Party gives immediate written notice to the other Party of the Force Majeure Event and that the affected Party exercises all reasonable efforts to mitigate the effects of the Force Majeure Event as soon as and to the extent practicable. If efforts to mitigate the Force Majeure Event are not sufficient to allow the services promised by GrowthLab to be delivered as scheduled, then (i) the Parties shall use reasonable efforts to reschedule such Services at a mutually convenient time, and (ii) absent a mutually acceptable rescheduling, at the option of either Party, GrowthLab shall return any deposit or prepaid amounts for Services that have not been rendered at the point of the Force Majeure Event and this Engagement may be terminated at either Party’s written request without any further obligation of GrowthLab to provide the Services or Customer to pay for such Services (except in each case that GrowthLab would retain amounts or be compensated for Services to the extent Services were actually performed prior to the Force Majeure Event and for non-cancellable commitments to third parties, such payment for non-cancellable airplane tickets, to the extent such payments were made by GrowthLab prior to the Force Majeure Event).

In order to avoid any ambiguity, the Parties agree that any previous communications or proposals, whether written or oral, regarding the subject matter herein (including any documents and schedules attached hereto), are superseded by the terms of this Engagement (including these Terms and other documents and schedules attached hereto, each as may be amended from time to time), and this Engagement (including these Terms and other documents and schedules attached hereto, each as may be amended from time to time) contains the entire understanding between the Parties relating to the subject matter herein. This Engagement (including these Terms and other documents and schedules attached hereto) may be modified only by a written instrument signed by an authorized representative of each Party, and any such modification shall only amend the subject matter thereto, with the rest of the terms of this Engagement (including these Terms and other documents and schedules attached hereto) left unmodified and in full force and effect. Any terms or conditions of this Engagement which by their express terms extend beyond termination of this Engagement or which by their nature should so extend shall survive and continue in full force and effect after any termination of this Engagement.

Taxation Preparation & Filing Addendum

Additional Terms of Service for Taxation Preparation & Filing

GrowthLab will not prepare any tax returns except those identified in the Service Summary without your written authorization to do so. GrowthLab will prepare your tax returns based on information and representations provided by Customer. When preparing tax returns, GrowthLab does not audit or otherwise verify the data you submit. GrowthLab will prepare the referenced tax returns solely for filing with the Internal Revenue Service (“IRS”) and state and local tax authorities. Tax returns prepared by GrowthLab are not intended to benefit or influence any third party, either to obtain debt or equity financing or for any other purpose.

GrowthLab will perform the Services in accordance with the Statements on Standards for Tax Services issued by the American Institute of Certified Public Accountants.

The original tax filing due date for partnerships, LLCs, and S-Corporations is on or about March 15th. The original tax filing due dates for C-Corporations and individuals is on or about April 15th. It may become necessary to apply for an extension of the tax filing deadline if there are unresolved tax issues or delays in processing, or if GrowthLab does not receive all of the necessary information from you on a timely basis. Applying for an extension of time to file taxes may extend the time available for a government agency to undertake an audit of the Customer’s tax return or may extend the statute of limitations to file a legal action. All taxes owed are due by the original filing due date. In addition, extensions may affect the Customer’s liability for penalties and interest or compliance with government or other deadlines.

To the extent you wish to engage GrowthLab to apply for extensions of time to file tax returns on your behalf, you must notify GrowthLab in writing. GrowthLab will not file these applications unless we receive either a signed copy of this engagement letter or your express written authorization to do so. In some cases, your signature may be needed on such applications prior to filing. Failure to timely file for an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns and can be substantial. We are available to discuss this matter with you at your request if the need arises.

If your taxes are not completed by the initial tax deadline, or extension deadline (if applicable), tax Services may require extra fees and we reserve the right to suspend or terminate the tax Services. NOTE: If GrowthLab work is suspended or terminated for any reason, you agree that GrowthLab will not be responsible for your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred by you as a result of the suspension or termination of the Services.

Unless specifically included, 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, you may request GrowthLab to assist you in responding to such inquiry. If you ask GrowthLab to represent you, we will confirm this in a separate engagement letter and delineate how additional charges for this service will be calculated.

The law provides various penalties that may be imposed when taxpayers understate their tax liability. GrowthLab relies on the accuracy and completeness of the information you provide to GrowthLab in connection with the preparation of your tax returns. Failure to disclose, or inadequate disclosure of income or tax positions, can result in the imposition of penalties and interest charges.

Certain communications involving tax advice may be privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, you, your employees, or agents may be waiving this privilege. To protect this right to privileged communication, please consult with GrowthLab or your attorney prior to disclosing any information about GrowthLab’s tax advice. Should you decide it is appropriate for GrowthLab to disclose any potentially privileged communications, you agree to provide GrowthLab with written advance authority to make that disclosure.

You agree that any claim (a demand for money or Services, the service of a suit, or the institution of arbitration proceedings) arising out of the tax preparation and filing Service shall be made within one year of the conclusion of the relevant tax preparation and filing Service regardless of any longer period of time for commencing such claims as may be set by law. Such Service shall conclude as follows: If your return is electronically filed, GrowthLab’s Services will conclude upon the earlier of the filing and acceptance of your tax returns by the appropriate taxing authorities or one year from the execution date of this letter; or if your return is filed by mail, GrowthLab’s Services will conclude upon the earlier of delivery to you of your tax returns for your review and filing with the appropriate taxing authorities or one year from the execution date of this letter. You are responsible for reviewing the accuracy of all tax returns and any accompanying schedules and statements prior to filing.

Client Responsibilities for Taxation Preparation & Filing

Documentation

Customer is responsible for (i) maintaining adequate documentation to substantiate the accuracy and completeness of its tax returns; (ii) retaining all documents that provide evidence and support for reported income, credits, and deductions on the Customer’s tax returns as required under tax law; (iii). the adequacy of all such documents. Customer hereby represents that it has such documentation and can produce it if needed to respond to any audit or inquiry by taxing authorities. Customer hereby agrees to hold GrowthLab harmless with respect to any additional taxes, penalties, or interest imposed on you by taxing authorities resulting from the disallowance of tax deductions due to inadequate documentation. You agree that in connection with GrowthLab’s performance of nonattest Services, you will:

1. Make all management decisions and perform all management functions,
2. Designate an individual who possesses the skill, knowledge and experience, preferably within senior management, to oversee the provision of the Services,
3. Evaluate the adequacy and results of the Services,
4. Accept responsibility for the results of the Services, and
5. Establish and maintain internal controls, including monitoring ongoing activities related to the Services.

Personal expenses

Unless GrowthLab is otherwise advised, Customer is responsible for confirming that personal expenses, if any, are segregated from business expenses and expenses such as meals, travel, entertainment, vehicle use, gifts, and related expenses, and are supported by necessary records required by the IRS and other taxing authorities. At Customer’s request, GrowthLab is available to answer your questions and advise you on the types of supporting records required.

Employment records

Customer is responsible for obtaining Forms I-9, Employment Eligibility Verification Form, from each new employee at the time of employment. In addition, Federal 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 an employer to penalties. Additional state requirements related to employment records may exist. At Customer’s request, GrowthLab is available to answer your questions and advise you on required documentation.

Worker classification

You are responsible for determining the correctness of the categorization of any employment relationship which you have deemed to be that of an independent contractor. Payroll tax withholding and related employer payroll tax implications result from this determination. GrowthLab recommends obtaining a Form W-9, Request for Taxpayer Identification Number and Certification, signed by the independent contractor, as well as a signed contract with the independent contractor. You should also issue a Form 1099-MISC, Miscellaneous Income, to all unincorporated independent contractors to whom you pay $600 or more for services.

State and local filing obligations

You are solely responsible for determining your state or local tax filing obligations with any state or local tax authorities, including, but not limited to, income, franchise, sales, use, property or unclaimed property taxes. You agree that GrowthLab has no responsibility to research these obligations or to inform you of them. If upon review of the information you have provided to GrowthLab and other information that comes to GrowthLab’s attention, GrowthLab believes you may have an obligation to file additional tax returns, GrowthLab will notify you of this responsibility in writing and ask you to contact GrowthLab. If you ask GrowthLab to prepare these returns, GrowthLab will confirm accordingly in a separate engagement letter and delineate the additional charges for this service.

U.S. filing obligations related to foreign investments

It is Customer’s responsibility to inform GrowthLab if it directly or indirectly holds any interest in assets, businesses located in a foreign country or have signatory authority in any assets or financial accounts located in a foreign country. Based upon the information you provide, this information will be used to calculate any applicable foreign tax credits. GrowthLab will also use this data to inform you of any additional filing requirements, which may include FinCEN Form 114 Report of Foreign Bank and Financial Accounts (FBAR). Failure to file required forms can result in the imposition of both civil and criminal penalties, which can be significant. These are not tax returns and their preparation is not within the scope of this engagement. If you ask GrowthLab to prepare these forms, GrowthLab will confirm this matter in a separate engagement letter and delineate the additional charges for this service.

As part of your federal income tax return, you are required to report the maximum value of specified foreign financial assets, which include financial accounts with foreign institutions and certain other foreign non-account investment assets that exceed certain thresholds. In some but not all cases, this filing obligation may overlap with your FBAR filing obligations. You are responsible for informing GrowthLab of all foreign investments so GrowthLab can properly advise you as to your FBAR and income tax return filing obligations.

Foreign filing obligations

You are solely responsible for complying with any other country’s income reporting and tax filing requirements. GrowthLab has no responsibility to raise these issues with you. If you have specific questions regarding your tax filing obligations, please contact GrowthLab to schedule an appointment to discuss your concerns.

Ultimate responsibility

You have final responsibility for your income tax returns. Check them carefully for accuracy and completeness before you sign them.