Master Service Agreement

This MASTER AGREEMENT (which includes the SurePrep Online Storefront (“Storefront”) along with any Schedules and Exhibits annexed thereto, and, together with this MASTER AGREEMENT along with any Schedules, Addenda, and Exhibits annexed hereto, referred to as the “Agreement”) is made effective on earlier of (a) the date when you click an “I agree to the MASTER AGREEMENT” button or check box presented with these terms or, (b) the date when you first use any of the Service Offerings (“Effective Date”). You represent to us that you are lawfully able to enter into this Agreement (e.g., you are over the age of 18). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. The Agreement is by and between SurePrep, LLC, a Delaware limited liability company, with an address at 17890 Skypark Circle, Irvine, California 92614, along with its affiliated entities, including SurePrep (India) Private Limited, an Indian limited company (collectively, “SurePrep”), and you as an individual or the firm on whose behalf you are entering into this Agreement (“Client”) (depending on whose name is provided as the “client” in the Storefront Order Form). Client may at any time during the Agreement request additional Services via the Storefront or an Order Form which shall be incorporated in this Agreement automatically as of the date of its execution by both parties.

EXHIBIT A
SUREPREP ACADEMY TERMS OF SERVICE

The terms of service (“TOS”) in this Exhibit A are incorporated in and form part of the Master Agreement between SurePrep and Client.

EXHIBIT B
SUREPREP SUPPORT LEVEL POLICY

This Support Level Policy(“SLP”) sets forth the performance objectives for the availability of the Hosted Application Software. The remedies set out in this SLP are Client’s sole and exclusive remedy for issues covered by the SLP. While we will not modify this SLP arbitrarily, we may do so from time-to-time. Should we make a change to this SLP, we shall notify Client. The notification will set out the effective date of any changes.

System Accessibility Guarantees:

SurePrep will use commercially reasonable efforts to maintain availability of the Hosted Application Software for access and use by Client (“available” and its variants, whether or not capitalized) 24x7 from January 15th through December 31st except for regularly scheduled maintenance periods occurring Tuesday and Thursday mornings from 1:00 AM EST to 5:00 AM EST and Sunday mornings from 1:00 AM EST to 6:00 AM EST, as well as any other maintenance periods deemed necessary by SurePrep and communicated to Client at least seven (7) days in advance (“Scheduled Maintenance”), and also except for emergency maintenance. Our objective is for the Hosted Application Software to be available 99.5% measured on a calendar monthly basis (i.e., the percentage of time during a month that the Hosted Application Software is available for Client to use and functioning substantially in accordance with the Documentation, excluding Scheduled Maintenance, emergency maintenance unavailability periods, and Force Majeure Events (“Availability Percentage”)).

Client acknowledges that interruptions and loss of service may periodically occur as a result of (i) Scheduled Maintenance or emergency maintenance or repairs to the Hosted Application Software, a component thereof, or related website, (ii) congestion, outages, or interruptions (including, without limitation, a Force Majeure Event (as defined below)), provided, however, that a Force Majeure Event shall not excuse SurePrep from implementing its disaster recovery or business continuity plan, (iii) hardware or software failures of Client’s equipment, (iv) any failure or other interruption of Client’s Internet connection or telecommunications (not contracted for by SurePrep), including any related connectivity hardware, (v) any domain name system (DNS), or outages, including malicious attacks, distributed denial of service attacks (DDOS), DNS propagation issues and expirations elsewhere on the Internet that are outside of SurePrep’s direction control, assuming SurePrep has appropriate redundancy, failover internet and failover DNS in place, (vi) any outages of the core tax product, or, third party integrations, or document management systems (such as Thomson Reuters or Wolters Kluwer) over which SurePrep has no direct control, or (vii) an outage in Client’s technical environment, or act, or omission of Client or a third party, including, without limitation, payor website unavailability or Client’s ineligibility to access such website, or Internet connection being out of service (collectively, the period of time during the foregoing referred to as “Downtime”), and SurePrep will not be responsible or liable for any interruptions caused by the foregoing and such Downtime is not included the Availability Percentage calculation (i.e., Downtime does not penalize SurePrep).

Assumptions:

The Client minimum system configuration will meet the minimum system requirements as stated in the SurePrep Help Center.

SLA Performance Remedy:

If the Availability Percentage falls below 99.5% in three (3) consecutive months in a given quarter or less than 90% for any one (1) month (“Performance Failure”), then Client may, if it provides written notice to SurePrep within thirty (30) days of the Performance Failure, terminate the Agreement immediately without penalty other than for amounts due. This remedy is Client’s sole and exclusive remedy for SurePrep’s Performance Failure.

A “Force Majeure Event” means a cause or event beyond the reasonable control of the party claiming delay of performance, including, but not limited to, (i) labor disputes, strikes, or lockouts (but excluding nonunion labor shortage or disputes), or labor unavailability or workplace closure or restrictions as required or recommended by government or agency due to pandemic, epidemic, or other widespread health emergency (e.g., viruses or other diseases, such as, but not limited to, COVID-19, SARS, etc.); (ii) riots, war, acts of terrorism, or other civil disturbance; (iii) fire, flood, earthquake, tornado, hurricane, snow, ice, lightning, or other natural disasters, elements of nature or acts of God, (iv) outages, cable cuts, power crisis shortages, infrastructure outages or failures, internet failures, interruption or failure of telecommunications carriers or digital transmission links, network congestion, computer equipment failures, telecommunication equipment or other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, all of the foregoing in this clause (iv) being of or due to third party providers or utility service providers; (v) acts of computer, system, or network sabotage or file lockup (e.g., ransomware attack), DDOS or other network attacks, intrusion, or other failures not arising out of a breach of SurePrep’s data security obligations set forth in the Agreement; (vi) any law, order, regulation, direction, action or request of the United States, state or local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of such instrumentality, or of any civil or military authority, or national emergencies, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown; (vii) change in law or regulation making performance impracticable without having material impact on such party’s ability to perform under this Agreement without material increase in cost, resources, or time; or, (viii) national or regional shortage of adequate power or telecommunications or transportation. or, (ix) supply chain interruption due to any of the foregoing.

If SurePrep is prevented from making the Hosted Application Software available due to a Force Majeure Event, SurePrep shall promptly provide written notice to Client.

(800) 805-8582 Ext. 3sales@sureprep.com
17890 Sky Park Circle
Irvine, CA 92614
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