TRIBUTAN TERMS OF SERVICE

Effective Date: December 5, 2024 | Last Updated: December 5, 2024

These Terms of Service (“Terms”) govern your access to and use of the Tributan website, including https://tributan.com/ (the “Website”), and, where applicable, the services provided by Herowood Advisors LLC dba Tributan (“Tributan,” “we,” “us,” or “our”).

By accessing or using the Website, you agree to these Terms. If you engage Tributan for professional services, these Terms, together with the applicable Engagement Letter or other written agreement, govern the relationship between you and Tributan.

If you do not agree to these Terms, please do not use the Website or engage Tributan for services.

PART I — WEBSITE TERMS

1. Permitted Use of the Website

You may use the Website for lawful purposes and for legitimate business or informational purposes.

You agree not to:

Violate any applicable federal, state, local, or international law;
Attempt to gain unauthorized access to the Website or its systems;
Interfere with or disrupt the Website or its security;
Introduce viruses, malware, or other harmful code;
Use bots, scraping tools, or automated systems to collect information from the Website without Tributan’s permission;
Impersonate Tributan or another individual or entity;
Submit false, misleading, or fraudulent information through the Website; or
Use Website content or services for an unlawful or fraudulent purpose.

Tributan may restrict or terminate access to the Website if we reasonably believe these Terms have been violated.

2. Website Content

The Website contains information regarding R&D tax credits, tax incentives, business advisory services, and related topics.

Website content is provided for general informational and educational purposes only.

Although Tributan makes reasonable efforts to provide accurate and current information, we do not guarantee that all Website content is complete, accurate, current, or free from errors.

Tax laws, regulations, administrative guidance, and other requirements may change over time.

Information published on the Website may therefore become outdated or may not apply to your particular circumstances.

3. No Tax, Legal, or Accounting Advice Through Website Content

Information provided through the Website should not be considered individualized tax, legal, accounting, or financial advice.

Your use of the Website does not establish a professional-client relationship between you and Tributan.

A professional relationship is established only when Tributan and the client enter into an applicable written engagement or other agreement.

You should consult your qualified tax, legal, accounting, or other professional advisor regarding your specific circumstances.

4. R&D Tax Credit Information

Tributan provides information regarding potential federal and state R&D tax credits and other tax incentives.

Eligibility for an R&D tax credit depends on the taxpayer’s specific facts and circumstances and applicable law.

Nothing on the Website guarantees that you or your business will qualify for an R&D tax credit or any other tax benefit.

5. Calculators, Estimates, and Other Online Tools

The Website may contain calculators, questionnaires, assessments, or other tools that provide preliminary estimates of potential R&D tax credits, savings, or other benefits.

Results generated by these tools are estimates only.

Calculator results depend on the information entered by the user and may not account for every applicable tax rule, limitation, expense, activity, or other relevant circumstance.

Calculator results do not constitute a final determination of eligibility, a tax opinion, a completed tax credit study, or a guarantee of any tax benefit.

Actual results may differ materially from preliminary estimates.

6. Complimentary Reviews and Consultations

Tributan may offer complimentary R&D tax credit reviews, assessments, consultations, or similar introductory services.

A complimentary review or consultation does not guarantee that Tributan will provide additional services or that a particular tax credit or tax benefit will be available.

If you subsequently engage Tributan for professional services, those services will be governed by the applicable Engagement Letter or other written agreement.

7. Information Submitted Through the Website

You may voluntarily submit information through Website forms, calculators, consultation requests, or other features.

You represent that information you provide is accurate and that you have the right to provide such information.

Tributan may use information submitted through the Website to respond to inquiries, evaluate potential engagements, provide requested services, communicate with you, and otherwise operate its business.

The collection and use of personal information are also governed by Tributan’s Privacy Policy.

8. Intellectual Property

Unless otherwise stated, the Website and its contents are owned by or licensed to Tributan.

This includes, without limitation:

Tributan’s name and branding;
Logos and trademarks;
Website design and layout;
Written content;
Graphics and images;
Videos;
Educational materials;
Calculators and tools;
Reports and resources;
Other materials made available through the Website.

You may view and use Website content for personal or internal business purposes.

You may not reproduce, modify, distribute, sell, publish, license, or commercially exploit Tributan’s proprietary content without Tributan’s prior written permission, except as permitted by applicable law.

9. Third-Party Websites and Services

The Website may contain links to third-party websites, services, or resources.

These links are provided for convenience and do not constitute an endorsement by Tributan.

Tributan does not control and is not responsible for third-party websites, content, security, privacy practices, or availability.

Your use of third-party websites is subject to the terms and policies of those third parties.

10. Website Availability

Tributan does not guarantee that the Website will always be available, uninterrupted, secure, or error-free.

The Website may be modified, suspended, or temporarily unavailable because of maintenance, updates, technical issues, security events, or circumstances beyond Tributan’s reasonable control.

Tributan may modify, suspend, or discontinue any portion of the Website at any time.

PART II — TRIBUTAN SERVICES

11. Professional Services

Tributan provides R&D tax credit services and related tax incentive and business advisory services.

Depending on the engagement, services may include:

Preliminary R&D tax credit assessments;
Identification and analysis of potentially qualifying research activities;
Review and analysis of qualified research expenses;
R&D tax credit calculations;
Preparation of R&D tax credit studies;
Preparation of supporting workpapers and documentation;
Analysis of federal and state R&D tax credit opportunities; and
Other services specifically identified in the applicable Engagement Letter.

Tributan is not obligated to provide services that are not included in the applicable written engagement.

12. Engagement Letter

The specific services, deliverables, fees, payment terms, timing, and other engagement-specific provisions will be established in the applicable Engagement Letter, Statement of Work, proposal, or other written agreement.

These Terms supplement the applicable Engagement Letter.

If there is a conflict between these Terms and the Engagement Letter, the Engagement Letter will control with respect to the specific engagement unless it expressly provides otherwise.

13. Client Responsibilities

Client agrees to provide Tributan with complete, accurate, and timely information reasonably necessary to perform the services.

Client is responsible for:

Providing accurate financial, payroll, employee, project, and business information;
Providing requested books, records, and supporting documentation;
Identifying relevant research activities and personnel;
Responding promptly to reasonable requests for information;
Reviewing information and deliverables provided by Tributan; and
Notifying Tributan of material errors or changes in information previously provided.

Tributan may rely on information provided by Client unless otherwise agreed in writing.

Tributan is not responsible for errors, delays, or adverse outcomes resulting from inaccurate, incomplete, misleading, or untimely information provided by Client or third parties acting on Client’s behalf.

14. R&D Tax Credit Eligibility and Results

Tributan will perform the services described in the applicable Engagement Letter using reasonable professional judgment based on the information available.

However, Tributan does not guarantee:

That Client qualifies for an R&D tax credit;
That a particular amount of credit will be identified;
That a taxing authority will accept a claimed credit;
That a refund will be issued;
That a tax position will not be challenged; or
That Client will receive any particular tax or financial benefit.

Tax results depend on Client’s individual circumstances and applicable federal, state, and local law.

15. Tax Return Preparation and Filing

Unless expressly stated in the applicable Engagement Letter, Tributan’s services do not include preparation or filing of Client’s federal, state, or local tax returns.

Client may work with a CPA, accounting firm, tax preparer, or other professional to incorporate Tributan’s R&D tax credit calculations and workpapers into applicable tax filings.

Tributan may provide information or workpapers to Client or Client’s authorized tax professional as part of the engagement.

Client remains responsible for reviewing its tax returns and coordinating with its tax return preparer regarding the appropriate reporting of R&D tax credits and related tax positions.

16. Tax Authority Review or Examination

If an R&D tax credit claim or related tax position is questioned, examined, audited, reduced, or challenged by the IRS or another taxing authority, Tributan’s responsibilities will be limited to the services included in the applicable Engagement Letter.

Assistance with an audit, examination, IRS notice, amended filing, appeal, or other tax controversy matter may require a separate written engagement unless expressly included in the original engagement.

Tributan does not guarantee any particular outcome in connection with a tax authority examination or challenge.

17. Workpapers and Deliverables

Tributan may provide Client with R&D tax credit studies, calculations, workpapers, reports, summaries, or other deliverables identified in the applicable Engagement Letter.

Deliverables are prepared for Client’s use in connection with the applicable engagement.

Client is responsible for reviewing deliverables and promptly notifying Tributan of material factual errors or omissions.

Tributan may retain copies of workpapers and supporting documentation in accordance with its record-retention policies and applicable legal requirements.

18. Fees and Payment

Client agrees to pay Tributan the fees specified in the applicable Engagement Letter or other written agreement.

Any fee percentage, fee cap, discount, deferred-payment arrangement, installment arrangement, or other special payment term must be established in writing.

Unless otherwise agreed, Client remains responsible for all amounts due under the applicable engagement.

19. Confidentiality

Each party agrees to protect confidential information received from the other party and to use such information only as reasonably necessary to perform or receive the services.

Confidential information does not include information that:

Is publicly available through no breach of the Agreement;
Was lawfully known before disclosure;
Is independently developed without use of the other party’s confidential information; or
Is lawfully received from a third party without a confidentiality obligation.

Tributan may disclose information when required by law, regulation, legal process, or applicable professional obligations.

20. Communication With Authorized Representatives

Client may authorize Tributan to communicate with its CPA, accounting firm, attorney, tax preparer, employees, or other representatives regarding the engagement.

Client is responsible for ensuring that appropriate authorizations are in place when required.

Tributan will not represent that it has authority to access confidential tax information or communicate with a taxing authority unless the necessary authorization has been established.

21. Intellectual Property Related to Services

Tributan retains ownership of its pre-existing materials, methodologies, processes, templates, tools, systems, know-how, and other intellectual property used in performing the services.

Unless otherwise agreed in writing, Client receives a non-exclusive right to use deliverables specifically prepared for Client for Client’s internal business and tax purposes.

Client may not resell, distribute, sublicense, or commercially exploit Tributan’s proprietary methodologies, tools, templates, or materials without Tributan’s prior written consent.

PART III — GENERAL LEGAL TERMS

22. Limitation on Warranties

This is a service engagement. Tributan warrants that it shall perform the services in good faith and with due professional care and skill. Tributan disclaims all other warranties, whether express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose.

The Client’s exclusive remedy for any breach of this warranty shall be for Tributan, upon receipt of valid notice, to use diligent efforts to cure such breach or, failing any cure within a reasonable period, the return of professional fees paid to Tributan with respect to the services giving rise to such breach.

With respect to the Website and its content, the Website is provided on an “as is” and “as available” basis. Tributan does not warrant that the Website, its content, calculators, estimates, or other online tools will be uninterrupted, error-free, complete, accurate, or current.

23. Limitation of Liability

To the fullest extent permitted by applicable law, Tributan and its owners, officers, employees, contractors, affiliates, and representatives will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or relating to the Website, the services, or the Agreement.

This includes, without limitation, loss of profits, loss of revenue, loss of business opportunities, loss of anticipated tax benefits, loss of data, or other indirect economic losses.

Nothing in these Terms is intended to limit liability to the extent such limitation is prohibited by applicable law.

24. Indemnification

To the fullest extent permitted by applicable law, Client agrees to defend, indemnify, and hold harmless Tributan and its owners, officers, employees, contractors, affiliates, and representatives from claims, damages, liabilities, costs, and reasonable attorneys’ fees arising from:

Client’s material breach of these Terms or the applicable Agreement;
Client’s unlawful use of the Website or services;
Client’s provision of materially inaccurate, incomplete, or misleading information; or
Claims arising from information or instructions supplied by Client,

except to the extent caused by Tributan’s negligence, willful misconduct, or other conduct for which indemnification cannot legally be required.

25. Termination of Services

Termination of a professional engagement will be governed by the applicable Engagement Letter.

Unless otherwise provided in the Engagement Letter, Tributan may suspend or terminate services if Client:

Fails to pay amounts when due;
Fails to provide information reasonably necessary to perform the services;
Provides materially false, misleading, or fraudulent information; or
Materially breaches the Agreement and fails to cure the breach within a reasonable period after notice.

Termination does not relieve Client of its obligation to pay amounts properly incurred or earned before termination.

26. Force Majeure

Neither party will be liable for a failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including natural disasters, government actions, changes in law, war, terrorism, labor disruptions, widespread technology failures, cyber incidents, telecommunications failures, or other extraordinary events.

27. Governing Law

These Terms and the applicable Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the applicable Agreement will be subject to the jurisdiction and venue determined under the applicable Engagement Letter or, if no venue is specified, the appropriate courts located in the State of Texas.

28. Arbitration and Dispute Resolution

The parties hereby submit all controversies, claims, and matters of difference arising out of or relating to these Terms, the applicable Engagement Letter, the services provided by Tributan, or the parties’ relationship to arbitration in Houston, Texas, in accordance with the rules and practices of the American Arbitration Association then in force.

This submission and agreement to arbitration shall be specifically enforceable.

The arbitration may proceed in the absence of any party if written notice, pursuant to the American Arbitration Association’s applicable rules and regulations, of the proceedings has been given to such party.

The parties agree to abide by all awards rendered in such proceedings.

The arbitrator shall not have the power to alter this Agreement or award punitive, treble, consequential, or special damages.

Collection Costs

In the event Tributan utilizes a collection agency, attorney, or any other third party to collect an unpaid balance owed by Client, Client agrees to reimburse Tributan for all reasonable expenses incurred in recovering such unpaid balance, including reasonable collection fees, applicable third-party fees, attorneys’ fees, and other reasonable costs of collection, to the extent permitted by applicable law.

29. Electronic Communications and Signatures

The parties may communicate electronically and may execute Engagement Letters and other documents electronically.

Electronic signatures and electronically transmitted copies of signed documents may be treated as originals to the extent permitted by applicable law.

30. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be modified or limited to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

31. No Waiver

A party’s failure to enforce any provision of these Terms does not constitute a waiver of that party’s right to enforce the provision later.

Any waiver must be in writing.

32. Changes to These Terms

Tributan may update these Terms from time to time.

The updated Terms will be posted on the Website with a revised “Last Updated” date.

Changes to the Website portions of these Terms will generally apply to continued use of the Website after the updated Terms are posted.

For existing clients, changes to service-related terms will not modify an existing Engagement Letter unless the change is expressly incorporated into the applicable engagement or otherwise agreed to by the parties.

33. Entire Agreement

These Terms, together with the applicable Engagement Letter, Statement of Work, proposal, or other written agreement, constitute the agreement between Tributan and Client concerning the applicable services.

These Terms do not replace or modify any engagement-specific provision unless expressly stated otherwise.

34. No Third-Party Beneficiaries

These Terms are intended solely for the benefit of Tributan and the applicable user or Client.

No third party is intended to receive rights or benefits under these Terms unless expressly stated otherwise.

35. Independent Contractor

Tributan is an independent contractor and not an employee, partner, joint venturer, or agent of Client, except as expressly agreed in writing.

Nothing in these Terms creates an employment relationship, partnership, or joint venture between Tributan and Client.

36. Contact Us

If you have questions about these Terms, the Website, or Tributan’s services, please visit our Contact Us page for our current contact information.

Important Notice

These Terms govern both the use of the Tributan Website and, where applicable, the provision of Tributan’s services.

For professional services, the applicable Engagement Letter or other written agreement establishes the specific scope of services, fees, payment terms, deliverables, and other engagement-specific provisions.

Nothing in these Terms guarantees that any individual or business will qualify for or receive a particular R&D tax credit, refund, deduction, incentive, or other tax benefit.