KD TRIPLE M TAX SOFTWARE TAX PARTNER PROGRAM AGREEMENT

This Tax Partner Program Agreement (the "Agreement") is made and effective the [____________JAN 24,2025_________________________________________] (DATE­)

BETWEEN : KD TRIPLE M TAX SOFTWARE (the "Owner"), a corporation organized and existing under the laws of the State of Texas, with its head office located at :

515 N. Sam Houston Parkway E Houston, Tx

AND: [_______________________________________] (the "Tax Partner"), a corporation organized and existing under the laws of the State of Texas, with its office located at:                                    

[COMPLETE ADDRESS] _____________________________________________ ____________________________________________

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

Recitals

a. The name of this Tax Partner program is the K D TRIPLE M Tax Software STARTER Level Program (the "STARTER Level Program"

b. The Tax Partner represents and warrants to the Owner that the Tax Partner has read and understands the Privacy Policies and agree to the terms set forth therein.

C. For purposes of this Agreement, the term "the Tax Partner" refers to the individual or legal entity who applies for and is accepted into the Affiliate Program. The term "the Owner" refers to the sponsor of the Affiliate Program KD TRIPLE MTAX SOFTWARE. The term "the Owner's website" refers to the website that

the Owner maintains at www.KDTRIPLEMTAXSERVICES.COM The term "the Tax Partner's website" refers to the website owned and operated by the Tax Partner and used to carry out the responsibilities of this agreement.

1. TAX PARTNER PROGRAM REGISTRATION

Affiliate Program Agreement

To register for the Affiliate Program, the Tax Partner must complete and submit to the Owner an Affiliate Program Application Form. The Affiliate Program Application Form is included on the Owner's website and can be completed and submitted through its website.

2. APPROVAL OR REJECTION OF TAX PARTNER PROGRAM APPLICATION

The Owner reserves the right to approve or reject ANY Affiliate Program Application in its sole and absolute discretion. The Tax Partner will have no legal recourse against the Owner for the rejection of the Tax Partner's Affiliate Program Application.

3. PRICE

Tax Partner agrees to pay Owner an entry kit fee at initial contract signing of $799 (STARTER-LEVEL)

4. TERM

This Agreement is for THREE (3) tax seasons from the date of signing. The first tax season goes from January 1, 2025 through October 15, 2025 of the proposed tax season year. The second tax season goes from January 1, 2026 through October 15, 2026 of the proposed tax season year. Contract will automatically renew for an additional 3 years unless written cancellation is received by October 15, 2026 of the contract/tax season years.

5. CONTRACT RENEWAL

Tax Partner agrees to inform Owner in writing of intent to renew or cancel (as stipulated in paragraph 4 The voluntary renewal fee for Tax Partner that has satisfied the 15 funded return obligation, is $549 per year proceeding the first contract/tax season year. If Tax Partner has not given notice to cancel, Tax Partner agrees to pay a $549 renewal fee for the subsequent tax season and same contract will renew. Renewal fee is due April 30th, following the proposed tax year. If renewal is not paid by this date, Tax Partner agrees to pay a penalty of $89.99.

If 15 tax returns are not funded during the initial prescribed term of the contract, Tax Partner agrees to automatically renew for an additional year. Tax Partner agrees to pay Owner a $599 renewal fee and to fund a total of 30 returns at prescription of renewal contract period (15 client obligation from first contract year and 15 client obligation for renewal contract year

If Tax Partner chooses to cancel contract in lieu of automatic renewal, Tax Partner agrees to pay Owner $3000. If Tax Partner has not funded 30 returns over the course of the THREE (3) tax seasons, the same contract will renew for an additional THREE (3) tax seasons with the same stipulations within this contract effective.

Events such as illness, death, etc. does not cancel this agreement. Tax Partner will still be responsible for meeting the contract's obligations.

 6. PACKAGE DECRIPTION

This Entry-Level is suitable for tax professionals who are new to the industry. The Tax Partner will be provided assistance as needed from an assigned Tax Coach. In addition, the Owner agrees to review each return for accuracy

7. REVENUE SHARING

Tax Partner's profit will be on the following terms:

AFFILIATE PROGRAM AGREEMENT

a. Bank Product Returns: KD TRIPLE MTAX SOFTWARE agrees to pay Tax Partner 60% of the actual tax preparation fees collected on every return. Preparation fee cannot be less than $700.

b. Non-Bank Product Returns: (e-file, paper, and balance due returns), KD TRIPLE M TAX SOFTWARE will charge Tax Partner $99 per return and fee must be paid prior to return being sent to Central Site. Tax Partner is allowed to send only 10 Non-Bank product returns.

C. Bank and Other Fees Associated with Each Tax Return: The Parties understand and agree that bank ($39.95 subject to change), transmitter fee ($117.90), software technology (25.95), service bureau ($90.00), and any other 3rd party fees are excluded from Revenue Sharing prices may

8. KD TRIPLE M TAX SOFTWARE DUTIES AND RESPONSIBILITIES

will provide Tax Partners with the following: (a) rights to operate as an administrative arm either in one of the negotiated KD TRIPLE M TAX SOFTWARE offices or in the mobile capacity. (b) IRS enrollment: assistance with obtaining Preparer's Tax Identification Number(s) (PTIN) and Electronic Filing Identification Number ("EFIN"); (c) assistance with obtaining EIN; (d) use of Owner's EFIN in order to allow Tax Partner to offer its clients bank products (e) computer tax software ("software") for the current tax year and domicile state of Tax Partner's business operation

(Note: The software may not be used beyond the scope of the license granted herein; (f) bank products; (g) software and tax law training; (h) site selection and lease negotiation (if applicable); )webinars; (j) year-round, live-person, IT and tax law support; (k) Affiliate support (i.e. review of each return for accuracy); (I) electronic file storage.

Tax Partner understands that KD TRIPLE M TAX SOFTWARE does not issue certifications for tax/software training. Tax Partner understands that in order to become a certified tax preparer, Tax Partner must participate in an IRS approved tax course.

 9. TAX PARTNER'S DUTIES AND RESPONSIBILITIES

Tax Partner hereby agrees to: (a) abide by the guidelines set forth by Owner; (b) operate as an administrative arm of Owner in a store location negotiated by the Owner or in a mobile capacity for one tax season as stipulated in paragraph 4; (c) obtain an EIN and provide print out within 2 weeks of contract signing or by January 1st of the active tax season of the contract; (d) at the time of initial contract, provide banking information for payouts to Owner within 4 weeks of contract signing or by no later than January 1st of the active tax season of the contract; (e) obtain a PTIN from the IRS and provide print out within 1 week of contract signing. If Tax Partner cannot obtain a PTIN, they will not be able to prepare taxes. No refund will be given; (f) obtain an Electronic Filing Identification Number ("EFIN") from the IRS and provide print out no later than October 15th or a penalty of $250 will be charged; (g) be responsible for the hiring and payment of any and all employees at its office/location; (h) acquire and make payment for any local licenses, fees, taxes or other obligations that may be required by Tax Partner's state; (i) only use the EFIN provided to Tax Partner by KD TRIPLE MTAX SOFTWARE as stated under the provisions of paragraph 8 of the Agreement; (j) electronically file and transmit income tax returns exclusively through KD TRIPLE M TAX SOFTWARE; (k) make and transmit bank applications for Bank Products for processing exclusively through KD TRIPLE M TAX SOFTWARE; (I) maintain exclusivity with use of tax software. Must not sell, share (allow others to use), or disclose the Owner's proprietary information with anyone. (m) show good faith to actively build business and obtain clientele. Active participation in the Affiliate Program is a requirement; (n) fund 15 tax returns per tax season or renew contract as prescribed in paragraph 5. (o) spearhead troubleshooting and customer

Affiliate Program Agreement service for any and all clients. Note: Owner will provide support to Tax Partner not to the Tax Partner's clients; and (p) represent Owner positively. Refrain from slander of Owner.

10. FINANCIAL RESPONSIBILITIES

The Tax Partner will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Tax Partner’s website, costs of search engine placement and other Internet marketing, offline marketing costs, postage costs, and all other costs and expenses, and The Tax Partner agrees to hold the Owner harmless from any liability or responsibility for these costs.

11. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Tax Partner’s Affiliate status.

Tax Partner is responsible for obtaining its own clientele. The owner shall not provide marketing and advertising to obtain clients for the Tax Partner. Owner does not have any rights to Tax Partner’s clients. At the conclusion of the agreement period, Tax Partner may take all clients acquired with them.

12. CONFLICT OF INTEREST

Tax Partner agrees to work with KD TRIPLE M  TAX SOFTWARE exclusively during the term of this agreement. Breach of this provision will result in (a) charge of the cancellation fee of $5,000 for the tax season; (b) automatic cancellation of contract; and (b) immediate restriction of software usage.

13. SOFTWARE

Tax Partner shall keep the software and all documentation confidential. Tax Partner may not alter, modify or adapt the software or documentation, including, but not limited to translating, reverse engineering, decompiling, disassembling, or creating derivative works. Tax Partner shall cooperate with Owner (the licensor) in protecting the proprietary rights in the software. Tax Partner agrees to maintain exclusivity with use of tax software (must not sell, share – allow others to use, or disclose the Owner’s proprietary information with anyone) (as stipulated in paragraph 9). Breach of this provision will result in (a) charge of the cancellation fee of $5,000 for the tax season; (b) automatic cancellation of contract; and (b) immediate restriction of software usage.

 

14 BANK PRODUCTS

To be used by in conjunction with Tax Partner return filing, including but not limited to refund transfers ("Bank Products" Tax Partner acknowledges that such Bank Products are made available through participating financial institutions ("Participating Banks"), pursuant to agreements between KD TRIPLE MTAX SOFTWARE and Participating Banks, and the fees charged for Bank Products ("Bank Fees") are established by Participating Banks and are not part of revenue sharing.

15. WARRANTY AND LIABILITY

Owner disclaims all warranties, expressed or implied, including but not limited to, implied warranties of merchantability, non-infringement, or fitness for a particular purpose with respect to the software, Bank Products, and services to Tax Partner hereunder. Owner shall not be liable for any claim by Tax Partner relating to data loss. Tax Partner waives all claims against Owner for damages exceeding the entry fee. paid by Tax Partner under this Agreement. In no event, will Owner be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of good will, work stoppage, data loss, or computer failure, incurred by Tax Partner, or any third party, whether in an action in contract, tort, if the damages were foreseeable, or if Owner has been advised of the possibility of such damages. Owner shall not be liable for any claim against Tax Partner, or any third party.

16. INDEMNITY

Tax Partner hereby agrees to indemnify, defend, and hold Owner harmless from and against any and all claims, actions, demands, suits, losses, costs, expenses and liabilities whatsoever, including reasonable attorney's fees and expenses of litigation, on account of any such real or claimed damage or liability occasioned in whole or in part of any breach of this Agreement by Tax Partner or any act or omission of Tax Partner, it's agents, or employees

17. DEFAULT

Tax Partner will be in default of this agreement if (a) Tax Partner infringes any proprietary rights pertaining to the Software; (b) Tax Partner becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes the subject of any proceeding under any foreign or domestic bankruptcy or insolvency law, or has wound up or liquidated, whether voluntarily or otherwise; (c) Tax Partner fails to timely perform any of its obligations under this agreement; or (d) Tax Partner fails in obligations to keep confidential information; or (e) to payout amounts (revenue split) due to

14 BANK PRODUCTS

To be used by in conjunction with Tax Partner return filing, including but not limited to refund transfers ("Bank Products" Tax Partner acknowledges that such Bank Products are made available through participating financial institutions ("Participating Banks"), pursuant to agreements between KD TRIPLE MTAX SOFTWARE and Participating Banks, and the fees charged for Bank Products ("Bank Fees") are established by Participating Banks and are not part of

Owner disclaims all warranties, expressed or implied, including but not limited to, implied warranties of merchantability, non-infringement, or fitness for a particular purpose with respect to the software, Bank Products, and services to Tax Partner hereunder. Owner shall not be liable for any claim by Tax Partner relating to data loss. Tax Partner waives all claims against Owner for damages exceeding the entry fee. paid by Tax Partner under this Agreement. In no event, will Owner be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of good will, work stoppage, data loss, or computer failure, incurred by Tax Partner, or any third party, whether in an action in contract, tort, if the damages were foreseeable, or if Owner has been advised of the possibility of such damages. Owner shall not be liable for any claim against Tax Partner, or any third party.

Tax Partner hereby agrees to indemnify, defend, and hold Owner harmless from and against any and all claims, actions, demands, suits, losses, costs, expenses and liabilities whatsoever, including reasonable attorney's fees and expenses of litigation, on account of any such real or claimed damage or liability occasioned in whole or in part of any breach of this Agreement by Tax Partner or any act or omission of Tax Partner, it's agents, or employees

Tax Partner will be in default of this agreement if (a) Tax Partner infringes any proprietary rights pertaining to the Software; (b) Tax Partner becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes the subject of any proceeding under any foreign or domestic bankruptcy or insolvency law, or has wound up or liquidated, whether voluntarily or otherwise; (c) Tax Partner fails to timely perform any of its obligations under this agreement; or (d) Tax Partner fails in obligations to keep confidential information; or (e) to payout amounts (revenue split) due to In the event of default, Owner may pursue any legal or equitable remedy available to Owner, including without limit, termination of this Agreement, money damages, and injunctive relief. Tax Partner acknowledges, pursuant to KD TRIPLE M Tax Software agreements with its Licensors, Licensors are prohibited from providing products and services from Licensors, either before or after default. All rights and remedies of Owner shall be cumulative and not exclusive, and such rights and remedies may be exercised and enforced concurrently in an effort to make Owner whole for the stipulated time frame of the contract (i.e. One tax seasons

18. REASONS FOR REJECTION

 Without limiting the right to reject any application for any reason whatsoever in the Owner’s absolute discretion, the Tax Partner application will be rejected if it is not complete, if the Tax Partner’s website contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its website, or if the Tax Partner’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Tax Partner’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party

19. TERMINATION AFTER ACCEPTANCE

 Even after the Owner has accepted the Tax Partner as an Affiliate Program member, the Owner reserves the absolute right to rescind or terminate the Tax Partner Affiliate status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.

20. CANCELLATION

This Agreement can be canceled, at the discretion of either party. Tax Partner must pay Owner a $5000 cancellation fee in the event of, but not limited to, the following: (a) if Tax Partners cancel before contract prescription (as stipulated in paragraph 4); (b) failure to actively perform (as stipulated in paragraph 9) (immediate and automatic contract cancellation); (c) slander and/or derogatory advertisement against the Owner on any platform (immediate and automatic contract cancellation). If Owner has to bring legal action against Tax Partner in order to enforce this provision, Tax Partner agrees to pay the Owner’s legal fees and filing and attorney fees.

Owner reserves the right to cancel this agreement at any time. No entry fee paid to Owner shall be refundable due to cancellation by either party to the contract. Enforceability of provisions of this agreement shall not be voided due to cancellation by either party.

21. ATTORNEY’S FEES

 In the event legal action is properly commenced in court by either party to enforce this Agreement or to determine the rights of any party including any appeal proceeding, the substantially prevailing party, in addition to any other remedy, Owner shall be entitled to receive its reasonable attorney’s fees and costs, including expert fees and fees on appeal.

22. CHOICE OF LAW

This Agreement shall be governed by and construed under the laws of the State of Texas.

23. CUSTOMER SERVICE

The Tax Partner will be responsible for handling all customer inquiries, billing and collection. In the event Tax Partner needs assistance, the Owner will provide support to the Tax Partner (as stipulated in paragraph 9).

24. TRADEMARKS AND COPYRIGHTS

The Tax Partner grants to the Owner a non-exclusive right and license to use the Tax Partner’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Tax Partner participation in the Owner Tax Partner Program. The Tax Partner represents and warrants to the Owner that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Tax Partner represents and warrants to be the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. The Tax Partner represents to have the right, power, and authority to license said materials to the Owner as aforesaid and that the Tax Partner is not under any legal or contractually limitation on the right to so license these materials. The Owner has no obligation to announce, advertise, market, or promote the Tax Partner participation in the Owner Tax Partner Program, but reserves the right to do the same at its sole discretion.

25. ELECTRONIC RESPONSIBILITIES

The Tax Partner is responsible for all matters pertaining to the Tax Partner own website and social media presence including its development, maintenance, and operation. The Tax Partner is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Tax Partner’s site or the content thereof and the Tax Partner holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Tax Partner’s website and business. Such indemnity includes the Owner costs and attorney fees in defending any such matter. The Tax Partner represents and warrants to the Owner that its site does not and will not contain any materials that are illegal and that the Tax Partner’s site is not operated for an illegal purpose or in an illegal manner.

26. REPRESENTATIONS AND WARRANTIES

The Tax Partner hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Tax Partner’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.

27. MODIFICATIONS

The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Tax Partner. Notice of any changes may be given via Email to the Tax Partner or by posting such changes in the Tax Partner Program sections of the Owner’s website. Such changes and modifications will take effect upon transmission of Email or posting on the Owner’s website. The Tax Partner may terminate participation in the Affiliate Program, without penalty as stipulated in paragraph 19, in the event that any of these modifications are unacceptable to the Tax Partner and such termination shall be the Tax Partner’s sole and exclusive remedy. The Tax Partner’s continued participation in the Affiliate Program following such modifications, will be deemed accepted by the Tax Partner of any and all such changes.

28. NOTICES

 Notices to the Owner shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that the Owner provide notice of to the Tax Partner via Email. Notices to the Tax Partner shall be by Email, addressed to the Email address that the Tax Partner provided to the Owner in the Tax Partner’s Affiliate Program Application

29. ENTIRE AGREEMENT

This Agreement, together with any exhibits and appendage hereto, sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties and constitutes the full and complete agreement between the Parties hereto with respect to the subject matter hereof. There are no verbal or other agreements that affect or modify this Agreement. Any prior or contemporaneous representations, promises, contracts or agreements not contained in this Agreement are hereby fully superseded. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.

 If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.