MEMWAMIND LLC TERMS OF SERVICE

These Terms of Service (the "Terms") govern access to and use of the MemwaMind platform (the "Service") operated by MEMWAMIND LLC ("MemwaMind," "we," "us," or "our"). By creating an account, accessing the Service, or allowing your firm staff to use the Service, your firm agrees to these Terms.

If you are accepting these Terms on behalf of a firm, you represent that you have the authority to bind that firm and its users.

MemwaMind is a software-as-a-service intelligence platform for small accounting firms. The Service ingests firm documents, financial data, and communications; performs retrieval and analysis when requested; retains approved context; and prepares drafts, summaries, and other work products for firm staff. The Service is intended for internal professional use by firm personnel and is not a consumer product.

Authentication is provided via Firebase Authentication. Each subscription is tied to a single firm account, and firm staff are provisioned as users within that firm. Your firm is responsible for the activity of every user provisioned under its account, including owners, staff, and invited users who later accept access.

• Keep login credentials confidential and notify us promptly of suspected compromise.
• Ensure staff permissions and client assignments are accurate and current.
• Maintain accurate billing, contact, and onboarding information.
• Review drafts, proposals, extracted data, and work products before relying on them.

Subscriptions are sold per user each month at the plan prices published at memwamind.com/pricing: Core at $299, Pro at $499, and Power at $999 per user each month. Each plan includes the complete Service; plans differ in the amount of weekly usage capacity they include, published as a multiple of the Core plan. Associate, Senior, and Manager work levels are available on every plan. Launch pricing, where offered, reduces the plan price by 10% for the subscription's first 12 months.

Subscriptions are month to month unless a signed order form states otherwise. Included usage resets every Monday at 00:00 UTC and does not roll over. The weekly reset does not change your monthly billing schedule or create another charge. No charge beyond the selected plan is applied automatically, and no additional user, scope change, or charge will be billed without the firm's advance agreement. Plan upgrades take effect immediately and are prorated; downgrades take effect at the next renewal.

A firm may cancel at any time from its billing settings or by emailing founder@memwamind.com. Cancellation for convenience takes effect at the end of the current monthly service period. Fees already paid are non-refundable except as required by law or expressly stated in a signed order form. The signed order form controls if its terms differ.

Your firm retains ownership of its source documents, financial data, client records, notes, and any other firm data uploaded to or generated within the Service ("Firm Data"). These Terms do not transfer ownership of Firm Data to MemwaMind. MemwaMind acts as a service provider or processor on your firm's behalf with respect to Firm Data, subject to a signed master service agreement and data processing addendum where applicable.

Firm Data is encrypted at rest and in transit. The Service enforces firm-scoped isolation: data from one firm is never exposed to users from another firm. MemwaMind does not sell, share, or use Firm Data to train shared or cross-firm models.

MemwaMind's SOC 2 Type II audit is in progress and has not yet been issued. We will update these Terms and our Trust Center when certification is achieved.

• Use the Service only for lawful business purposes.
• Do not upload data you do not have the right to process.
• Do not upload unlawful, infringing, or abusive content.
• Do not attempt to access another firm's data or interfere with the Service.
• Do not reverse engineer, decompile, or attempt to extract the source of the Service, its models, or its prompts, except to the extent such restriction is prohibited by applicable law.
• Do not use the Service to build a competing product or service.

7a. Acceptable Use of Tax Return Information (§7216)

The Service is designed to assist with tax preparation, accounting analysis, and client communication. By uploading Tax Return Information (TRI) — meaning information within the scope of 26 U.S.C. § 7216 and 26 C.F.R. § 301.7216-1(b)(3) — you represent that:

• You are a licensed tax return preparer or authorized representative, and you are authorized to disclose the information to MemwaMind in its role as an auxiliary service provider under 26 C.F.R. § 301.7216-2(d).
• You have obtained any additional client consents required by applicable law or professional-responsibility rules before uploading Tax Return Information to the Service.
• You will not use the Service to perform unauthorized tax preparation services for clients, or to provide tax preparation services in any jurisdiction where you are not licensed.

The following uses of the Service with respect to Tax Return Information are specifically prohibited:

• Aggregating taxpayer information across unrelated firms or clients for the purpose of generating tax-avoidance, tax-evasion, or illegal-shelter advice.
• Using the Service to generate, draft, or support tax positions that are frivolous, fraudulent, or designed to mislead a taxing authority.
• Disclosing taxpayer information to third parties via the Service except through the subprocessors disclosed at /subprocessors and incorporated by reference into our Privacy Policy.
• Uploading Tax Return Information for any purpose other than the firm's own client engagements (e.g., using the Service to process a competitor firm's client data without authorization).

MemwaMind processes Tax Return Information as an auxiliary service provider to the accounting firm. The firm — as the tax return preparer — remains solely responsible for compliance with § 7216 and any applicable state equivalent in its relationship with its clients. See our Privacy Policy §7 for MemwaMind's § 7216 architecture and the subprocessor disclosure that forms part of the firm's consent framework.

MemwaMind and its licensors retain all rights, title, and interest in the Service, including the MemwaMind brand, software, models, workflows, user interface, and documentation. These Terms grant your firm a limited, non-exclusive, non-transferable right to use the Service during the subscription term. Your firm retains all rights in the Firm Data you upload and in the content you create through the Service.

The Service uses artificial intelligence and large language models to produce answers, summaries, drafts, proposals, and other outputs ("AI Outputs"). AI-generated outputs are suggestions, not professional advice. AI Outputs may be incomplete, inaccurate, or unsuitable for a given client, filing, engagement, or jurisdiction. The licensed CPA, EA, or other professional using the Service is solely responsible for exercising professional judgment, verifying accuracy, and approving any client-facing work product or filing.

• Client-facing drafts require partner review and approval before they are sent.
• Document extraction and data import outputs require human review before being relied upon.
• Tax, legal, and regulatory references within the Service are informational and do not constitute tax or legal advice.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data arising out of or relating to the Service or these Terms. MemwaMind's aggregate liability under these Terms will not exceed the fees paid by your firm to MemwaMind during the twelve months preceding the event giving rise to the claim.

Either party may terminate these Terms for convenience at the end of the current monthly service period. Either party may terminate at any time for material breach if the breach is not cured within a reasonable cure period after written notice. MemwaMind may suspend or terminate access if required by law, if fees remain unpaid beyond an agreed grace period, or if continued use presents a security or abuse risk.

For 30 days after termination, your firm may request a machine- readable export of its Firm Data by emailing founder@memwamind.com. After that window, MemwaMind will delete firm-specific data within its standard retention timelines, except where legal retention is required.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising from these Terms or the Service will be resolved exclusively in the state or federal courts located in Florida, and the parties consent to the jurisdiction and venue of those courts.

MemwaMind may update these Terms from time to time. If a material change is made, we will provide notice by email or within the Service before the updated Terms take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

MEMWAMIND LLC

founder@memwamind.com