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SMARTWIZ SOFTWARE LICENSE AGREEMENT

SMARTWIZ SOFTWARE LICENSE AGREEMENT

This Software License and Services Agreement is entered into by and between the Licensee (the tax preparation company) and WEELTH GROUP, INC (“Licensor”). This agreement governs the use of the Smartwiz Platform, a proprietary software designed to assist tax preparers. The terms herein supersede all prior agreements.

Key Definitions

  • Smartwiz Platform: The proprietary software and features provided by Licensor, including any updates or modifications.
  • Subscribed Package: The specific set of software solutions and services selected and purchased by the Licensee.
  • Effective Date: The date the Licensee purchases the Subscribed Package.
  • Fees: All amounts the Licensee must pay under this Agreement, including subscription costs and any other charges.

License Grant

Subject to payment of all applicable Fees, Licensor grants the Licensee a limited, non-exclusive, and non-transferable license to use the Smartwiz Platform for the sole purpose of facilitating tax return processing for its clients within the United States.

Fees and Payment

The license granted by this agreement is limited to the specific Subscribed Package purchased by the Licensee. The pricing for the package is based on a per-return model, with different tiers available to accommodate varying volumes of returns. The specific pricing and return limits for each tier are provided at the time of purchase.

The full amount of the Fees must be paid upfront before the Licensee gains access to the Smartwiz Platform. All Fees are non-refundable after 7 days from purchase. The payments may be made via credit card, ACH transfer, or other approved methods. All Fees are exclusive of applicable taxes, and the Licensee is responsible for any sales, use, excise, or similar taxes imposed by government authorities.

Intellectual Property Rights

The Smartwiz Platform and all related Intellectual Property Rights are the exclusive property of the Licensor. The Licensee shall not reverse engineer, decompile, or otherwise attempt to derive or gain access to the source code of the Smartwiz Platform. The Licensee grants Licensor an irrevocable, perpetual, royalty-free license to use any suggestions, feedback, or ideas provided by the Licensee to improve the platform.

Disclaimer of Warranties

The Smartwiz Platform is provided “AS IS” and “AS AVAILABLE”, without any warranties of any kind. Licensor does not guarantee the platform will be error-free or uninterrupted. Licensor provides no tax or legal advice.

Limitation of Liability & Indemnification

Liability Cap: Licensor's total aggregate liability for all claims related to this agreement shall not exceed the total fees paid by the Licensee to Licensor during the term in which the liability occurred.

Indemnification: The Licensee agrees to indemnify and hold Licensor harmless from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from the Licensee’s breach of this agreement, misuse of the platform, or claims related to the accuracy or legality of tax returns prepared by the Licensee.

Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama. Each Party consents to the exclusive jurisdiction of the state and federal courts located in Birmingham, Alabama for resolving any disputes. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL in any legal proceeding arising out of or relating to this Agreement.

Term and Termination

This Agreement is for a term of one year. Licensor may terminate the agreement immediately upon written notice if the Licensee fails to pay fees or breaches any provision of this Agreement. Upon termination, all license rights cease and any unpaid fees become due immediately.

Miscellaneous

Force Majeure: Neither party is liable for any failure or delay in performance caused by a Force Majeure Event, such as acts of God, war, natural disasters, or labor strikes. The affected party must provide written notice within ten days of the event and use diligent efforts to minimize the delay.

Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior or contemporaneous understandings, whether written or oral.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ADDENDUM A: INSTALLMENT PAYMENT PLAN

Promotional Installment Plan Availability

Licensor offers a limited-time promotional installment payment plan (the “Installment Plan”) as an alternative to the standard upfront payment requirement outlined in the “Fees and Payment” section of the main Software License Agreement. This Addendum A supersedes the upfront payment requirement solely for Licensees who elect to participate in the Installment Plan.

Installment Plan Terms and Payment Schedule

Licensees who elect the Installment Plan agree to the following payment schedule:

  • First Installment (Due Immediately): Licensee shall pay the discounted first installment amount upon execution of this agreement to gain initial access to the Smartwiz Platform.
  • Second Installment (Due January 15, 2025): Licensee shall pay the second installment amount on or before January 15, 2025.
  • Third Installment (Due February 15, 2025): Licensee shall pay the third installment amount on or before February 15, 2025.

All three installments must be paid in full by February 15, 2025, to maintain continuous access to the Smartwiz Platform and all associated credits and features.

Credit Availability and Access Restrictions

  • Licensee shall receive initial access to the Smartwiz Platform upon payment of the First Installment.
  • Licensee will NOT receive full credits until all three installments have been paid in full.
  • Failure to pay any installment by its due date will result in suspension of platform access and credits until payment is received.

CRITICAL PAYMENT OBLIGATIONS

The Licensee acknowledges and agrees that:

  • Payment is Mandatory: All three installments are mandatory and constitute binding financial obligations. This is not a trial period or optional payment structure. The Licensee is legally obligated to pay all amounts due under this Installment Plan.
  • Non-Negotiable Deadlines: The installment payment dates (January 15, 2025, and February 15, 2025) are firm and non-negotiable. Late payments will result in immediate suspension of platform access and may subject the Licensee to additional penalties as described below.
  • No Refund After First Payment: Once the Licensee has made the First Installment payment and gained access to the Smartwiz Platform, the first installment payment is non refundable. The Licensee has 7 days to request a refund from the initial payment date, after 7 days, the licensee waives any right to cancel this agreement or dispute the remaining installment obligations. The Licensee remains liable for all outstanding installments regardless of platform usage.
  • Full Financial Liability: Licensee is fully and entirely responsible for all three installment payments. Licensor may pursue collection action, including but not limited to demand letters, collection agencies, and legal action, to recover any unpaid amounts.

Late Payment and Default

  • Any installment not paid by 11:59 PM on the due date shall be considered late.
  • Upon any late payment, Licensor shall immediately suspend all platform access and credits until payment is received.
  • If any installment remains unpaid for more than 30 days past the due date, Licensor may terminate this agreement immediately and pursue all available legal remedies to recover outstanding amounts, including collection costs and reasonable attorney's fees.

Application to Existing Agreement Terms

Except as modified by this Addendum A, all terms and conditions of the main Software License Agreement remain in full force and effect. In the event of any conflict between this Addendum A and the main agreement, the provisions of this Addendum A shall control regarding payment terms and credit availability.

Acknowledgment

By selecting and activating the Installment Plan, Licensee explicitly acknowledges that they have read, understood, and agree to all terms outlined in this Addendum A, including all payment obligations, access restrictions, and consequences of non-payment.

ADDENDUM B: PAY-PER-RETURN (PPR) PACKAGE TERMS

1. Overview and Annual Access Fee

The Pay-Per-Return (PPR) package provides Licensee with access to the Smartwiz Platform under a per-return billing model. Enrollment in this plan requires a non-refundable Annual Access Fee of $99.

Initial Credits: This fee includes an initial allotment of eleven (11) tax return credits.

Ongoing Access: Once the initial credits are exhausted, Licensee will be billed the then-current per-return rate (e.g., $9 per return) for all subsequent filings.

2. Payment Mechanisms

Licensee must maintain a valid payment method on file. Depending on the Licensee's business model, fees will be collected via one of the two following methods:

  • Pay-By-Prep-Fees (Bank Product Integration): By selecting this option, Licensee (the “ERO”) explicitly grants Licensor the right to authorize payments through Licensee's associated bank product provider (including but not limited to SBTPG or Refund Advantage).

Specific SBTPG Consent: ERO agrees and consents to Santa Barbara Tax Products Group, LLC (“SBTPG”) deducting any fees I owe now or in the future to Wealth Group, Inc. d/b/a SmartWiz (“SmartWiz”) for its AI or related services from any and all fees SBTPG would otherwise owe me. If there are any disputes regarding the amount of fees owed to SmartWiz or SmartWiz's services, I agree to contact SmartWiz and not hold SBTPG accountable in any manner for such SmartWiz fees or services.

  • Direct Charge (Card on File): For Licensees who do not utilize bank products, or in instances where a bank product is not applied to a specific return, the “Direct Charge” method becomes the primary payment vehicle. Licensee authorizes Licensor to charge the credit card or ACH method on file for all returns processed.

3. Weekly Billing Cycle and Fallback

Billing Frequency: All per-return fees incurred during the work week will be reconciled and charged automatically on a weekly basis.

Automatic Fallback: If “Pay-By-Prep-Fees” collection is unsuccessful for any reason (e.g., refund offset, rejected return, or bank error), Licensee authorizes Licensor to immediately charge the secondary card on file for the outstanding balance.

4. Failure to Pay and Suspension

Payment is mandatory for continued platform utility. If any weekly billing attempt fails—whether through the bank product/EFIN or the card on file—Licensor will immediately suspend Licensee's access to the Smartwiz Platform and all associated features. Access will only be restored once the outstanding invoice is paid in full.

5. Licensee Responsibility

Licensee acknowledges that the “Pay-By-Prep-Fees” option is a payment convenience. The Licensee remains fully and legally responsible for all fees regardless of whether a taxpayer's refund is approved or whether the bank product provider successfully remits the fees.