These Terms of Service ("Terms") govern the professional services relationship between Meow AI Services LLC, a Delaware corporation ("Meow"), and the client identified in the applicable Engagement Letter ("Client"). By executing an Engagement Letter that references these Terms, Client agrees to be bound by these Terms.

1. Services, Work Orders, and Change Orders

Subject to the terms and conditions of these Terms, Meow will perform for Client certain services related to tax preparation, filing, bookkeeping and accounting, as described in greater detail in each Engagement Letter or Work Order ("Services"). Each party's respective responsibilities shall be set forth in greater detail in the applicable Engagement Letter or Work Order.

The specific details of the Services to be performed will be determined on a per-project basis, and the details for each project will be described in a written work order ("Work Order"). Additional Work Orders may be entered into by the parties from time to time. Once executed by both parties, each Work Order will be a unique agreement that incorporates these Terms and stands alone with respect to all other Work Orders. If there is a conflict between these Terms and the terms of a Work Order, these Terms will control unless the Work Order states that a specific provision will be superseded.

Unless otherwise specified in a Work Order, Client may reasonably request in writing that revisions be made with respect to the Services or deliverables ("Change Order"). If a Change Order changes or increases the scope or effort required, Meow may deliver a revised Work Order reflecting revised Services, deliverables, delivery schedule, and fees. If the parties agree to the revised Work Order, upon execution it will supersede the then-existing Work Order. If Client does not approve the revised Work Order within ten business days after receipt, the then-existing Work Order remains in full force and effect.

If Client uses any software or products provided by Meow or its affiliates in connection with the Services (the "Meow Platform"), Client agrees to be bound by Meow's Platform Terms of Service, available at meow.com/terms-of-service, as updated from time to time.

2. Performance of Services

Meow will perform the Services in accordance with the applicable Work Order, including any specifications therein. Meow will use reasonable efforts to complete the Services, including delivery of any deliverables, in accordance with the schedule specified in the Work Order.

Meow may utilize independent contractors to perform all or part of the Services. Meow will remain solely responsible for the performance of all subcontracted Services.

Client will, in connection with Meow's performance of the Services: (a) provide Meow with all data, information, and other materials ("Client Materials") reasonably requested by Meow; (b) provide Meow with access to Client's third party accounts ("Third Party Services") as requested by Meow; (c) provide other reasonable assistance to Meow; and (d) comply with all other obligations described in an applicable Work Order or Engagement Letter.

Meow will not be responsible for any failure to perform the Services to the extent such failure arises from Client's failure to comply with the foregoing obligations. Client is responsible for its Client Materials, including their content, accuracy, and compliance with applicable laws. Client represents and warrants that it has obtained all rights, consents, and permissions necessary for Meow to use the Client Materials without violating applicable laws or third-party rights.

Meow's provision of the Services is conditioned upon its receipt of correct and accurate Client Material. Client hereby authorizes Meow to access Third Party Services on Client's behalf and represents that Client has the necessary rights and permissions to allow such access. Client agrees to indemnify, defend, and hold harmless Meow and its officers, directors, employees, agents, and representatives from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Section 2.3. This indemnification obligation shall survive termination or expiration of these Terms.

Meow may utilize third-party providers to help facilitate the Services, or may provide Client with referrals or information related to third-party service providers ("Third Party Providers"). Meow provides these links only as a convenience and is not responsible for the content, products or services provided by the Third Party Providers. Client will be responsible for reviewing and understanding the terms and conditions for products and services provided by Third Party Providers. Meow is not responsible for the performance of any Third Party Providers and shall not be liable for any losses, costs, damages or claims in connection with Client's use of any Third Party Provider's products or services.

3. Compensation

Client will pay Meow for Services at the rates set forth in the applicable Engagement Letter or Work Order ("Service Fees").

Unless otherwise specified in an Engagement Letter or Work Order: (a) Meow will issue monthly invoices for Service Fees for Services performed during the prior month; and (b) Client will pay any undisputed amount no later than 30 days after receipt of invoice. In the event Client fails to pay any invoiced amounts when due: (a) Meow will have the right to immediately suspend or block Client's access to the Services until full payment is received; and (b) Client will pay a late charge equal to the lesser of 1.5% per month or the highest rate permitted by applicable usury law, compounded daily from the date due until the date paid. Client will also reimburse any costs or expenses (including reasonable attorneys' fees) incurred by Meow to collect any overdue amount.

Other than federal and state net income taxes imposed on Meow, Client will bear all taxes, duties, and other governmental charges resulting from these Terms. Unless otherwise specified, the Service Fees do not include any taxes or other amounts assessed by any governmental authority.

4. Term and Termination

These Terms will commence on the Effective Date of the initial Engagement Letter and will continue until the expiration or termination of all Engagement Letters and Work Orders executed under these Terms.

If either party commits a material breach of any obligation under any Engagement Letter or Work Order, the other party may give written notice of the breach and intent to terminate if the breach is not cured within 30 days. Without limitation, any failure by Client to timely pay amounts owed will constitute a material breach, and Meow may suspend performance of any Services during any period of non-payment.

If the breaching party fails to cure any material breach within 30 days after notice, the non-breaching party may terminate the applicable Engagement Letter or Work Order by written notice.

Meow may terminate these Terms and any outstanding Engagement Letters immediately upon written notice to Client if Client undergoes a change of control (acquisition of 50%+ voting securities, merger where Client is not the surviving entity, or sale of substantially all assets).

Upon termination: (a) the parties will cooperate to effect orderly termination; (b) Meow will have no obligation to perform Services after the effective date of termination; (c) Client will pay Meow all Service Fees and amounts payable through the effective date of termination; (d) accrued liabilities survive; and (e) Sections 2.4, 3, 4.5, 4.6, 5, 6, 7.2, 8, and 9 and all provisions intended to survive will survive.

If terminated by Meow for Client's material breach, or by Client other than for Meow's uncured material breach, Client will pay Meow the amount of Service Fees that would have been paid had the engagement not been terminated and Services been fully performed, as evidenced in a final termination invoice.

Upon termination, each party will promptly deliver to the other, or at the disclosing party's option destroy, all Confidential Information in its possession (except Meow may retain Client's Confidential Information as required to continue providing Services or as set forth in Section 5.2).

5. Proprietary Rights

Client hereby grants Meow a non-exclusive, royalty-free, non-transferable, non-sublicensable (except as expressly permitted) worldwide license to Process Client Materials: (a) during the subscription period to provide the Services; and (b) on an irrevocable, perpetual basis, for developing, improving, enhancing and providing products and services, and testing, diagnostics and troubleshooting. "Process" means to use, reproduce, modify, adapt, publish, distribute, translate, display, perform, prepare derivative works of, and incorporate into other works. Client will own the Client Materials and any derivatives thereof. To the extent Client Materials include Personal Data, Meow will use such data in compliance with Meow's Data Processing Agreement and Privacy Policy.

Except as expressly set forth in a Work Order, all deliverables created by Meow for Client, excluding Meow Materials, ("Work Product") will be the sole property of Client. "Meow Materials" means: (a) the Meow Platform; (b) the Services; (c) user documentation and training materials; (d) software, applications, inventions or other technology developed by Meow; (e) Confidential Information of Meow; (f) aggregate data; (g) any IP owned or controlled by Meow or developed outside of an applicable Work Order; and (h) any improvements, enhancements, or derivatives of the foregoing. Meow retains all right, title, and interest in Meow Materials.

Subject to these Terms and the Platform Terms, Meow hereby grants Client a non-exclusive, non-sublicensable, non-transferable, revocable license during the subscription period to access and use the Services and user documentation solely for Client's internal use. These Terms do not convey to Client any ownership or intellectual property rights in the Meow Materials.

Client understands and agrees that Meow owns all aggregate and statistical information collected relating to Client's use of the Services ("Aggregate Data") and will have the right to collect and use that data for product development and other commercial purposes; provided that Meow will only share Aggregate Data with third parties if it is aggregated with other customer data and de-identified.

Client hereby assigns to Meow all right, title and interest in any suggestions, ideas, enhancement requests, feedback, or other recommendations provided by Client relating to Meow's products ("Feedback"). Meow will have unrestricted right to use any Feedback.

6. Confidentiality

"Confidential Information" means information disclosed to the receiving party ("Recipient") under these Terms that is designated as proprietary or confidential or that should reasonably be understood to be confidential. Meow's Confidential Information includes the terms and conditions of these Terms and any technical or performance information about the Services. Client's Confidential Information includes any non-public Client Materials.

Each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted; and (b) only use Confidential Information to fulfill its obligations under these Terms. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided they are bound to confidentiality obligations no less protective than this Section.

These confidentiality obligations do not apply to information that: (a) is or becomes public knowledge through no fault of the Recipient; (b) was rightfully known prior to receipt; (c) was rightfully received from a third party without breach; or (d) was independently developed without using Confidential Information.

Unauthorized use or disclosure may cause substantial harm for which damages alone are insufficient. Each party may seek equitable relief for breach or threatened breach of this Section.

Nothing prohibits either party from making disclosures if required by law, subpoena, or court order, provided (if permitted by law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

7. Warranties and Disclaimer

Each party represents and warrants that: (a) these Terms have been duly executed and constitute a valid and binding agreement; (b) no third-party authorization is required; and (c) execution does not violate any applicable laws or other agreements.

Client is responsible for: (i) compliance with all applicable laws and regulations, including tax requirements; (ii) losses arising from failure to provide complete and accurate information; (iii) willful or fraudulent omission or inclusion of information on tax returns; and (iv) Client's tax liabilities and tax returns. Client is responsible for reviewing tax returns before filing and maintaining copies. Meow is not required to provide copies unless required by applicable law.

8. Limitations of Liability

(a) Mandatory Arbitration. Client and Meow each agree that any dispute, claim, or controversy arising out of or relating to these Terms ("Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action. The U.S. Federal Arbitration Act governs interpretation and enforcement. Both parties waive the right to a trial by jury or to participate in a class action.

(b) Exceptions. As limited exceptions: (i) either party may seek resolution in small claims court if it qualifies; and (ii) either party retains the right to seek injunctive or equitable relief to prevent IP infringement or misappropriation. Client may opt out of arbitration by providing written notice to support@meow.com within 30 days of first agreeing to these Terms.

(c) Arbitration Rules. Arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. For claims of $10,000 or less, Client may choose document-based, telephonic, video, or in-person proceedings. Hearings will take place in the county where Client resides, unless otherwise agreed.

(d) Arbitration Costs. Filing, administration, and arbitrator fees are governed by AAA Rules. Meow will pay all such fees if Client's Dispute is for less than $10,000, unless the arbitrator finds the Dispute frivolous.

9. Miscellaneous

Meow performs the Services as an independent contractor. Meow is not authorized to bind Client to any liability or obligation.

These Terms will be interpreted in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the State of Florida, U.S.A., without reference to choice of law rules. Except as set forth in Section 8.5, the exclusive jurisdiction for Disputes not subject to arbitration will be the courts in Miami-Dade County, Florida.

Neither these Terms nor any rights hereunder may be assigned or transferred by either party without prior written consent, except that Meow may assign to any affiliate or successor to substantially all of its business. Client shall provide Meow with written notice at least 30 days prior to any change of control.

Each party must mitigate the impact of any damage arising out of or related to these Terms.

All notices must be in writing and delivered: (a) in person; (b) by certified or registered mail, return receipt requested; (c) by overnight courier; or (d) via email (supplemented by another method if receipt is not confirmed within 2 business days).

Any waiver must be in writing. Failure to enforce any provision will not constitute a waiver of rights.

If any provision is found invalid or unenforceable, the parties will endeavor in good faith to amend it. If amendment fails, the invalid provision will be severed while the remaining Terms continue in full force and effect.

These Terms may be executed in counterparts, each of which constitutes an original. Facsimile and electronic execution have the same force as original signatures.

These Terms, together with all Engagement Letters and Work Orders, contain the entire agreement between the parties and supersede all previous communications and agreements. These Terms may not be amended except by a writing signed by both parties.