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END USER LICENSE AGREEMENT

Last Updated: October 1, 2025

1. Parties & Acceptance

This End User License Agreement (the “EULA”) is a binding agreement between Guided101, LLC dba MakeItDeductible.ai (or its applicable affiliate) (“Provider,” “we,” “us,” “our”) and the customer or end user who accesses or uses the Services (“Client,” “you,” “your”).

By clicking “I agree,” paying for a plan, or using the Services (including via WhatsApp), you agree to be bound by this EULA.

2. Definitions

  • “Services”: Provider’s documentation service that transforms Client‑submitted information into structured, contemporaneous, CPA-aligned reports.

  • “Reports”: Output files generated from Client Submissions (e.g., active participation logs, material participation justifications, private business flight documentation) in formats such as PDF/Doc.

  • “Client Submissions”: Any content you provide (messages, data, files, images, receipts, timestamps, locations, participant names, etc.).

  • “WhatsApp Channel”: The WhatsApp group or thread used for submissions and delivery.

  • “Plan”: Your chosen subscription tier (Monthly or Annual) and any add‑ons (e.g., Rush Delivery, Catch‑Up Batch).

  • “Review Window”: The thirty (30)-day period after delivery of a Report during which: (i) the Client may request reasonable corrections at no additional charge (“No-Charge Changes”), and (ii) if the Client’s engaged, licensed CPA notifies Provider in writing that a delivered Report is not reasonably usable for its intended compliance documentation purpose, Provider will, at its option, rework the Report at no charge or issue a credit/refund for the monthly billing period in which that Report was delivered (“CPA Satisfaction Assurance”).

3. Scope; No Tax or Legal Advice

We are not a CPA firm or law firm. We do not provide tax, accounting, or legal advice or representation. Our Reports reflect Client Submissions and formatting/tidying only. You are solely responsible for compliance decisions and for consulting qualified professionals.​

Professional Recommendation. We strongly recommend that you share each month’s signed‑off documents with your tax CPA or other qualified professional promptly after month‑end. During the Review Window (thirty (30) days from delivery), we will make reasonable corrections at no additional charge based on feedback you or your CPA provide.​

4. License Grant; Ownership

4.1 License. Subject to payment and compliance with this EULA, we grant you a limited, non‑exclusive, non‑transferable license to use Reports for your internal business and tax‑compliance purposes.

4.2 Ownership & Usage Flexibility.

  • You retain ownership of your Client Submissions and the factual content contained in the Reports.

  • We retain ownership of the Services, templates, formats, software, and methods.

  • You may share Reports with your CPA, advisors, and tax authorities for compliance.

  • Broader usage rights (e.g., integration of Reports/templates into internal systems) require separate written permission.

5. Client Responsibilities; Attestations

5.1 Accuracy. You are solely responsible for the accuracy, completeness, and truthfulness of Client Submissions. We do not independently verify or audit your information.

5.2 Attestation. Each submission must include or be deemed to include: “I confirm the above is accurate to the best of my knowledge; any estimates are reasonable and supported.”

5.3 Cooperation. You will respond promptly to our clarification requests and provide supporting documents upon request.

6. Contemporaneity; Submission Windows; Backlogs

6.1 Contemporaneity. The Services are intended for ongoing, timely logging. You agree to submit activities within 14 days of occurrence.

6.2 Backlogs & Year‑End Bulk. We may decline or reprioritize late or bulk year‑end submissions. Catch‑up work is not guaranteed and, if accepted, may incur surge pricing and extended turnaround.

6.3 Quotas. Plans include monthly quotas. Unused quotas do not roll over unless expressly stated.

7. Delivery; Review Window; Deemed Acceptance

7.1 Delivery. We deliver Reports in the WhatsApp Channel (or fallback channels).

7.2 Review Window. You have 30 calendar days from delivery to request corrections.

7.3 Deemed Acceptance. If no corrections are requested within the Review Window, the Report is deemed accepted.

8. Fees; Billing; Annual‑Commit Options; Late Payments

8.1 Plans & Auto‑Renewal.  Plans (Monthly or Annual) auto-renew unless cancelled before the renewal date. Pricing is as listed in our plans page.

8.2 Overages & Add‑Ons. Work beyond quota, rush requests, and accepted catch‑up batches are billed as overages and/or add‑ons.

8.3 Refunds. Except as required by law, all fees are non‑refundable once a billing period begins.

8.4 Third-Party or Partner-Funded Payments. If a subscription fee or any portion thereof is paid by a third party (e.g., a strategic partner, aviation provider, tax advisor, employer, or other sponsor) on behalf of the Client:

  1. Primary Obligation: The Client remains the contracting party to this EULA and is bound by all its terms, regardless of the source of payment.

  2. Billing & Refunds: Payment by a third party does not modify the billing, renewal, refund, or review policies set forth in Section 8.

  3. Communication: Unless otherwise agreed in writing, all communications about Services—including delivery of Reports, correction requests, or disputes—will be directed to the Client.

  4. Liability & Indemnification: The Client remains responsible for compliance with this EULA, including obligations under Sections 5 (Client Responsibilities) and 13 (Indemnification). A paying partner or sponsor is not deemed a party to this EULA unless separately contracted in writing.

  5. Optional Partner Access: At the Client’s written direction, we may grant limited access to Reports or related data to the paying partner for compliance or reporting purposes. Such access does not transfer ownership or create new obligations on the part of the Provider.

  6. No Expansion of Liability: Payment by a third party does not increase Provider’s obligations or liability beyond the limits set forth in Section 12.

9. Service Continuity; WhatsApp Fallback; Backups

9.1 Primary Channel. WhatsApp is the primary communication channel.

9.2 Continuity. If WhatsApp is disrupted or a group is removed, we will continue via email, secure client portal, or secure upload links. You must keep your email address current.

9.3 Backups. We maintain independent backups for one (1) year after delivery unless you opt out. At your written request, we will delete Reports after the Review Window, though this may limit our ability to restore data or provide audit support.

10. Confidentiality & Security

10.1 Confidentiality. We will keep Client Submissions confidential and use them solely to provide the Services.

10.2 Security. Message transport security (including end-to-end encryption) for WhatsApp is provided by WhatsApp/Meta; we do not control or warrant WhatsApp’s security.

10.3 Data Retention & Deletion. We retain data for up to one year unless you request earlier deletion (subject to legal or backup requirements). Upon request or termination, we delete data from active systems within 10 days and from backups per standard rotation.

11. Disclaimers

The Services and Reports are provided “AS IS.”
We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
Reports do not guarantee IRS acceptance or audit outcomes.

12. Limitation of Liability

To the maximum extent permitted by law, our total liability for any claims—including failed IRS audits—is limited to the fees paid for the Client’s subscription for the specific year in question, regardless of the source of payment.

We are not liable for indirect, incidental, special, exemplary, punitive, or consequential damages (including lost deductions, penalties, or interest).

With respect to the accuracy or substantive content of any Report, our responsibility is limited to the Review Window.
After acceptance or expiry of the Review Window, we have no further liability except as required by applicable law.

​

Third-Party Payers: If a subscription or related fees are paid by a third party on behalf of the Client, such payment does not expand Provider’s liability.
Unless a separate written agreement exists with the paying third party, no such third party shall have any rights to claim damages, credits, or refunds under this EULA.

13. Indemnification

You will indemnify, defend, and hold harmless Provider from any claims, penalties, damages, or losses arising out of:

  1. Your inaccurate or misleading Client Submissions;

  2. Your misuse of the Services or Reports; or

  3. Your breach of this EULA.

14. Term; Suspension; Termination

This EULA begins when you accept it and continues until terminated. We may suspend or terminate for non‑payment, abuse, or security risk. You may terminate by canceling your Plan; prepaid amounts are non‑refundable (unless required by law).

15. Governing Law; Disputes

The parties agree to first make a good-faith effort to resolve any dispute informally for at least 30 days. If no resolution is reached, any dispute, controversy, or claim arising out of or relating to this EULA will be resolved exclusively by binding arbitration administered by an Arbitration Provider, such as the American Arbitration Association under its Commercial Arbitration Rules, with arbitration held in Fulton County, Georgia, unless otherwise agreed. Except to compel arbitration or enforce an arbitration award, neither party may bring or participate in litigation in any court relating to this EULA.  Each party will bear its own legal fees and arbitration costs unless the arbitrator decides otherwise. Nothing in this clause prevents either party from seeking temporary injunctive or equitable relief in a court of competent jurisdiction to prevent immediate or irreparable harm, such as the misuse of intellectual property.

16. Changes

We may update this EULA from time to time. If changes are material, we will provide notice (e.g., via email or WhatsApp) at least 30 days before the effective date. Continued use after the effective date constitutes acceptance.

17. Contact

MakeItDeductible.ai — all mail sent to MID@guided101.com

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