These Terms and Conditions ("Terms") govern your access toand use of the Sproutax LLC website located at sproutax.com (the"Site") and any related online services we provide. Sproutax LLC("Sproutax," "we," "us," or "our") is acertified public accounting firm based in Connecticut. By accessing or using the Site, you agree to bebound by these Terms. If you do not agree, please do not use the Site.

1. No CPA-Client Relationship

Your use of this Site does not create a CPA-client, accountant-client, advisor-client, or other professional relationship between you and Sproutax. A professional relationship with Sproutax is established only through a signed engagement letter that describesthe specific services we have agreed to provide.
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Submitting information through the Site, contacting us by email or phone, or sending us documents does not, by itself, create a professional relationship or any obligation on our part to provide services. Until an engagement letter is signed by both parties, please do not send us confidential or time-sensitive information.

2. Site Content Is Not Professional Advice

Information on the Site including blog posts, articles, tax tips, calculators, FAQs, and general resources — is provided for general informational purposes only. It is not, and should not be relied upon as, professional tax, accounting, legal, financial, or investment advice.
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Tax laws and regulations change frequently and apply differently depending on individual facts and circumstances. You should not act or refrain from acting based on information found on the Site without consulting a qualified professional. Sproutax disclaimsany liability for actions taken or not taken based on Site content.

3. Use of the Site

You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of, the Site by any third party. You agree not to:
* Use the Site in any way that violates applicable federal, state, or local law
* Attempt to gain unauthorized access to any portion of the Site, our systems, or our client portal
* Transmit viruses, malware, or other harmful code
* Use any robot, scraper, or other automated means to access the Site
* Impersonate another person or misrepresent your affiliation with any person or entity
* Interfere with or disrupt the Site or servers connected to it
* Use the Site to harvest personal information about other users

4. Intellectual Property

All content on the Site —including text, graphics, logos, images, the Sproutax name and branding, and the overall design and arrangement of the Site — is the property of Sproutax LLC or its licensors and is protected by U.S. and international intellectual property laws.
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You may view, download, and print Site content for your personal, non-commercial use, provided you do not modify the content or remove any copyright or other proprietary notices. Anyother use, including reproduction, distribution, modification, or commercial use, requires our prior written consent.

5. Third-Party Services and Links

The Site may contain links to third-party websites or services, including our client portal provided by Canopy. These third-party services are governed by their own terms and privacy policies. Sproutax does not control and is not responsible for the content, accuracy, security, or practices of any third-party site or service. Your use of any third-party service is at your own risk.

6. Client Portal and Account Security

Access to our client portal (Canopy) requires a user name and password. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized access or suspected security breach. Sproutax is not liable for any loss or damage arising from your failure to safeguard your credentials.

7. Communications

Email and other electronic communications are not always secure and may be intercepted. By communicating with us electronically, you accept the risks associated with that method of communication. For sensitive tax documents and financial information, we strongly encourage you to use our secure client portal rather than standard email.

8. SMS and Mobile Messaging Terms

Sproutax offers SMS text messaging as a convenient way to communicate with clients about their engagements. By providing your mobile phone number and opting in to receive text messages from us, you agree to these SMS Terms in addition to the rest of these Terms and Conditions.

Program Description. Sproutax sends transactional and informational text messages to opted-inclients, including appointment reminders, document requests, engagement status updates, and other service-related notifications. We do not send marketing or promotional text messages.

Consent. By opting in, you confirm that you are the subscriber or authorized user of the mobile number provided and that you consent to receive SMS messages from Sproutax at that number. Consent is not a condition of receiving our services, and you may decline SMS communication and continue to receive services through other channels (email, phone, or our secure portal).

Message Frequency andCosts. Message frequency varies based on yourengagement and the nature of your interactions with our firm. Message and datarates may apply depending on your wireless carrier and plan. Sproutax is notresponsible for any charges imposed by your carrier.

Opt-Out. You may opt out of SMS messages at any time by replying STOP to any text message we send. After opting out, you may receive a final confirmation message. To opt back in, contact us at info@sproutax.com.

Help. For help, reply HELP to any message or contact us at info@sproutax.com.

Supported Carriers. Major U.S. wireless carriers are supported, but carriers are not liable for delayed or undelivered messages. Message delivery is subject to your carrier’s network and your device’s capabilities.

Privacy. Mobile information (including phone numbers and SMS opt-in data) will not be shared with third parties or affiliates for marketing or promotional purposes. Information shared with our SMS platform provider is used solely to deliver messages on our behalf. See our Privacy Policy for more details.

No Confidential Information by SMS. SMS is not a secure communication channel. Do not send Social Security numbers, financial account information, tax documents, or other sensitive information by text. Use our secure client portal (Canopy) for any confidential communications.

9. Disclaimer of Warranties

The Site and all content provided on it are made available on an “as is” and “as available” basis. To the fullest extent permitted by law, Sproutax disclaims all warranties of any kind, whether express or implied, including but not limited to implied warranties of merchant ability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

We do not warrant that the Site will be secure, uninterrupted, or free of viruses or other harmful components, or that any content will be accurate, complete, or current.

10. Limitation of Liability

To the fullest extent permitted by law, Sproutax LLC, its members, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary,or punitive damages — including but not limited to lost profits, lost data, or business interruption — arising from or related to your use of, or inability touse, the Site, even if we have been advised of the possibility of such damages.

Nothing in these Terms limits liability that cannot be limited under applicable law. This section doesnot apply to professional services provided under a separate signed engagement letter, which is governed by the terms of that engagement letter.

11. Indemnification

You agree to defend, indemnify, and hold harmless Sproutax LLC and its members, employees, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related toyour violation of these Terms or your misuse of the Site.

12. Governing Law and Jurisdiction

These Terms are governed bythe laws of the State of Connecticut, without regard to its conflict of law principles. Any dispute arising out of or related to these Terms or your use ofthe Site shall be brought exclusively in the state or federal courts located in Connecticut, and you consent to the personal jurisdiction of those courts.

13. International Users

The Site is operated from the United States and is intended primarily for U.S. residents. If you access the Site from outside the United States, you do so on your own initiative andare responsible for compliance with local laws. By using the Site, you consent to the transfer of your information to the United States, which may have data protection laws different from those in your jurisdiction.

14. Privacy

Your use of the Site is also governed by our Privacy Policy, available at sproutax.com/privacy-policy, which is incorporated by reference into these Terms.

15. Changes to These Terms

We may update these Terms from time to time to reflect changes in our practices, technology, or legal requirements. The updated Terms will be posted on this page with a revised effective date. Your continued use of the Site after any changes constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.

16. Severability

If any provision of theseTerms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be replaced with an enforceable provision that most closely reflects the original intent.

17. Entire Agreement

These Terms, together with our Privacy Policy and any signed engagement letter, constitute the entire agreement between you and Sproutax regarding your use of the Site, and supersede any prior agreements on the same subject.

18. Contact Us

If you have questions about these Terms, please contact us:
Sproutax LLC
Email: info@sproutax.com
Phone: 860-951-9449
Mail: 720 Hopmeadow Street Simsbury, CT 06070