Engagement Agreement

Client Responsibilities

General

It is your responsibility to provide all the information required for the preparation of complete and accurate returns including all worldwide income. You should retain all the documents, canceled checks and other data that form the basis of assets, liabilities, income, and deductions.  These may be necessary to prove the accuracy and completeness of the returns to a taxing authority.

Filing Obligations

Because we are not always aware of the tax jurisdictions a company operates in, you are ultimately responsible for determining your state, local, or foreign (i.e., outside the USA) tax filing obligations with any state, local or non U.S. tax authorities, including, but not limited to income, franchise, sales, use, or property taxes. You agree that we have no responsibility to research these obligations or to inform you of them. Please note that in light of the Wayfair court case on sales tax filings, many previously exempt businesses may now have new responsibility to file and pay sales and/or income tax in other states. You may have multiple state filing requirements if you have sales, payroll, or property in more than one state. Our services are not intended to determine whether you have filing requirements in taxing jurisdictions other than the one(s) referenced in the above scope of engagement paragraph. We are available to assist you in determining whether any other state tax filings are required at your request as a separate engagement.

Due Dates and Extension of Time to File Tax Returns

Applying for an extension of time to file may extend the time available for a government agency to undertake an audit of your return or may extend the statute of limitations to file a legal action.  Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.

To the extent you wish to engage our firm to apply for extensions of time to file tax returns on your behalf, you must notify us of this request in writing. Our firm will not file applications for extensions unless we receive an executed copy of this agreement and your express written authorization to file for an extension. Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns.

You are responsible for ensuring that personal expenses, if any, are segregated from business expenses and that expenses such as personal meals, travel, entertainment, vehicle use, home phone, and gifts and related expenses are supported by documentation and records required by the IRS and other tax authorities. It is your responsibility to maintain, in your records, the documentation necessary to support the data used in preparing your tax returns, including, but not limited to, auto and travel expenses and the required documents to support charitable contributions. If you have any questions as to the type of records required, please ask us for advice in that regard. It is also your responsibility to carefully examine and approve your completed tax returns before signing them and sending them to the tax authorities.  We are not responsible for the disallowance of doubtful deductions or inadequately supported documentation, nor for resulting taxes, penalties, and interest.

We may provide You with a tax organizer containing prior year data for your reference, templates, and additional tools to assist in identifying and gathering the information necessary to perform the Services.  Your use of such forms is optional, but highly recommended as it will assist us in keeping pertinent information accessible and in streamlining the process of completing your tax returns, thereby reducing billable time.

Transaction Recording and Safeguarding of Assets

You are responsible for the proper recording of transactions in the books of accounts, for the safeguarding of assets, and for the substantial accuracy of the financial records. You have the final responsibility for the income tax returns and, therefore, you should review them carefully before you sign them. The tax laws provide for various penalties that may be imposed on a business that substantially understates its tax liability.

Digital assets

There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions.

If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. Depending on the nature or volume of those transactions, a change to the scope of our services may be required. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.

Non U.S. Accounts

As part of your filing obligations, you are required to report the maximum value of specified non U.S. financial assets, which include financial accounts with non U.S. institutions and certain other non U.S. non-account investment assets that exceed certain thresholds. You are responsible for informing us of all non U.S. assets, so we may properly advise you regarding your filing obligations.

These assets include any ownership interests you directly or indirectly hold in businesses located in a non U.S. country, and any assets or financial accounts located in a non U.S. country over which you have signatory authority. Based upon the information you provide, this information will be used to calculate any applicable foreign tax credits. We will also use this data to inform you of any additional filing requirements, which may include FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Failure to file required forms can result in the imposition of both civil and criminal penalties, which may be significant. Without your notification of such non U.S. investments we will presume that you do not have any amount invested outside of the United States.

U.S. filing obligations related to foreign investments

Based on the information you provide, you may have additional filing obligations including but not limited to:

• Ownership of or an officer relationship with respect to certain foreign corporations (Form 5471);
• Foreign-owned U.S. corporation or domestic disregarded entity (Form 5472);
• Foreign corporation engaged in a U.S. trade or business (Form 5472);
• S. transferor of property to a foreign corporation (Form 926);
• S. person with an interest in a foreign trust (Forms 3520 and 3520-A);
• S. person with interests in a foreign partnership (Form 8865);
• S. person with interests in a foreign disregarded entity (Form 8858); or
• Statement of specified foreign assets (Form 8938).

Foreign filing obligations

You are responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that we have no responsibility to raise these issues with you and that foreign filing obligations are not within the scope of this engagement.

Gift tax returns

The preparation of gift tax returns is not within the scope of this engagement. The IRS considers a gift to be any transfer to an individual, either directly or indirectly, where full consideration (measured in money or money’s worth) is not received in return. Under federal tax law, certain gifts are taxable and subject to an annual gift tax exclusion amount. You are responsible for informing us if you have made any transfer of value for which you did not receive full consideration, such as, but not limited to, those made in trust, forgiveness of debt, or the use of property for which no or below-market rent was charged.

Corporate Transparency Act — Beneficial Ownership Information Reporting Requirement

Starting January 1, 2024, a significant number of businesses will be required to comply with the Corporate Transparency Act (CTA) by filing Beneficial Ownership Information Reports (BOI) with the federal government.  The CTA is mainly an anti-money laundering law aimed at combating financial crimes through increased corporate transparency.

Assisting you or your companies with any action related to the CTA (if applicable) is not within the scope of this engagement. You have sole responsibility for your compliance with the CTA, including its BOI reporting requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the BOI reporting requirements can be found at https://www.fincen.gov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA’s reporting requirements and issues surrounding the collection of relevant ownership information.

Penalties and Interest Charges

Federal, state and local taxing authorities impose various penalties and interest charges for non-compliance with tax law, including, for example, failure to file or late filing of returns, and underpayment of taxes. You, as the taxpayer, remain responsible for the payment of all taxes, penalties, and interest charges imposed by the taxing authorities.

Zelin & Associates CPA, LLC Responsibilities

We will use our professional judgment in preparing your returns. Whenever we are aware that a possible applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts) we will explain the possible positions that may be taken on your return. We will follow whatever position you request on your return so long as it is consistent with the codes and regulations and interpretations that have been promulgated. If the Internal Revenue Service or a state or local taxing jurisdiction should later contest the position taken, there may be an assessment of additional tax plus interest and penalties. We assume no liability for any such additional penalties or assessments.

We may deem it necessary to provide you with accounting and bookkeeping assistance solely for the purpose of preparing the income tax returns. We will request your approval before rendering these additional services. Our engagement does not include any procedures designed to discover fraud, theft, or other irregularities, should any exist. If we discover information that affects your prior year tax returns, we will make you aware of the facts. However, we cannot be responsible for identifying all items that may affect prior year returns. If you become aware of such information during the year, please contact us to discuss the best resolution.

Estimated tax payments

You may be required to make quarterly estimated tax payments. We will calculate these payments for the following tax year based upon the information you provide to prepare your tax returns (the “safe harbor” rule). Updating recommended payments to more closely reflect your actual current year’s income is not within the scope of this engagement. If you would like us to provide this service, and we agree to do so, we will confirm this update in a separate Agreement.

This engagement does not include responding to inquiries by any governmental agency or tax authority.  If your tax return is selected for examination or audit, you may request that we assist you in responding to such inquiry. In the event of an audit, you may be requested to produce documents, records, or other evidence to substantiate the items of income and deduction shown on a return. We are not responsible for the disallowance of doubtful deductions or inadequately supported documentation, nor for resulting taxes, penalties and interest. In the event of an audit, we would be pleased to discuss helping you under the terms of a separate engagement letter for that specific purpose.

It is our policy to keep records related to this engagement for 7 years. However, we do not keep any of your original records, so we will return those to you upon the completion of the engagement. When records are returned to you, it is your responsibility to retain and protect the records for possible future use, including potential examination by governmental or regulatory agencies.

Timing of the Engagement

We expect to begin the preparation of your returns upon receipt of all tax documents requested by our office. Our Services will be concluded upon delivery to you of your tax returns for your review and efiling with the appropriate taxing authorities.

Ultimate responsibility

You have final responsibility for the accuracy of your tax returns. We will provide you with a copy of your tax returns and accompanying schedules and statements for review prior to filing with the IRS, state, and local tax authorities, as applicable. You agree to review and examine them carefully for accuracy and completeness.

You will be required to review and sign an IRS e-file Signature Authorization form and any similar state and local equivalent authorization form and send payment of our firm’s fee before your returns can be filed electronically. Upon confirmation from the governmental agencies, we will provide you with an efile acceptance letter.

In the event that you do not wish to have your tax returns filed electronically, please contact our firm. Additional procedures will apply. You will be responsible for reviewing the paper returns for accuracy, signing them, and filing them timely with the tax authorities.

 

Zelin & Associates CPA LLC’s Terms and Conditions Addendum

Overview
This addendum to the engagement letter describes our standard terms and conditions (“Terms and Conditions”)
related to our provision of Services to you. This addendum, and the accompanying engagement letter, comprise
your agreement with us (“Agreement”). If there is any inconsistency between the engagement letter and this
Terms and Conditions Addendum, the engagement letter will prevail to the extent of the inconsistency.

For the purposes of this Terms and Conditions Addendum, any reference to “firm,” “we,” “us,” or “our” is a
reference to Zelin & Associates CPA LLC, and any reference to “you,” or “your” or “Client” is a reference to the
party or parties that have engaged us to provide Services. References to “Agreement” mean the engagement
letter or other written document describing the scope of Services, any other attachments incorporated therein,
and this Terms and Conditions Addendum.

Billing and Payment Terms
Our firm’s practice requires payment of the retainer upon execution of this Agreement. You agree that the
retainer will be earned as our professional time to complete the engagement is incurred. The retainer will be
applied to the final billing and any unused balance will be refunded at the end of the engagement.

We will bill you for our professional fee and out-of-pocket costs upon delivery of our work product to you,
monthly, or milestone billing.

Expenses, such as postage and travel will be billed at cost. Additionally, all communications regarding the
Services, including but not limited to e-mails, video conferencing, text messages and phone calls, is billable at
our standard billing rates. If there are to be significant additional expenses, we will advise you in advance and
obtain your approval of such expenses.

Invoices for the fees and expenses are payable on presentation of invoices, which will be rendered as work
progresses but no less than once per quarter and no more frequently than once every fifteen (15) days
depending on the nature and scope of the Services.

A finance charge of 1.5% per month will be added to any invoice that is outstanding after 45 days from the
invoice date. You are responsible for reasonable collection costs including attorney fees incurred by us resulting
from nonpayment.

Management Decisions and Functions
You are also responsible for making all management decisions and performing all management functions; for
designating an individual with suitable skill, knowledge, or experience to oversee the services we provide; and
for evaluating the adequacy and results of the services performed and accepting responsibility for such Services.

Delays in the Provision of Services
Client acknowledges that we have multiple clients and need to receive documents and information in a timely
fashion in order to perform the Services under this agreement. The responsibility for providing all documents
and information lies solely with Client. If there are delays in providing any documents or information, there
may be delays in performing the Services.

Termination
We have the right to withdraw from this engagement, at our discretion, if you don’t provide us with any
information we request in a timely manner, refuse to cooperate with our reasonable requests, misrepresent
any facts, or fail to pay our invoices in a timely manner. You further acknowledge and agree that in the event
we stop work or withdraw from this engagement, we still are not liable to you for any damages that occur as a
result of our ceasing to render services. You agree to compensate us for our time and out-of-pocket expenses
through the date of our withdrawal. Our Services will conclude upon delivery to you of your tax returns for your
review and filing with the appropriate taxing authorities, or upon our suspension of Services or resignation,
whichever comes earlier.

Communications
In the interest of facilitating our Services to you, we may communicate by sending electronic mail over the
internet or facsimile transmission. Such communications may include information that is confidential to you.
While we will use our best efforts to keep such communications secure in accordance with our obligations under
applicable laws and professional standards, you recognize and accept that we have no control over the
unauthorized interception of these communications once they have been sent and consent to our use of these
electronic devices during this engagement. Therefore, we specifically disclaim and waive any liability or
responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection
with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss
or damage to any person or entity resulting from the use of email transmissions, including any consequential,
incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits or disclosure or
communication of confidential or proprietary information.

Client Portals
To enhance our Services to you, we will utilize Intuit Link, a collaborative, virtual workspace in a protected,
online environment. Intuit Link permits real-time collaboration across geographic boundaries and time zones
and allows us and you to share data, engagement information, knowledge, and deliverables in a protected
environment. In order to use Intuit Link, you may be required by the provider to register for your account and
set up a password. You agree that we have no responsibility for the activities of Intuit Link and agree to
indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of
Intuit Link.

We are not a host for any of your information. You are responsible for maintaining your own copy of this
information. We do not provide back-up services for any of your data or records, including information we
provide to you. Portals are utilized solely as a method of transferring data and are not intended for the storage
of your information. Information on a portal may be deleted by us.

If you decide to transmit your confidential information to us in a manner other than a secure portal, you accept
responsibility for any and all unauthorized access to your confidential information. If you request that we
transmit confidential information to you in a manner other than a secure portal, you agree that we are not
responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or
indirect, that may arise as a result of our sending confidential information in a manner other than a secure
portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration
of, any email message.

Other Service Providers and Third Parties
To enhance our availability to meet your professional Service needs while maintaining Service quality and
timeliness, we may use a third-party Service provider to assist us. This may include provision of your confidential
information to the third-party Service provider. We require our third-party service providers to have established
procedures and controls designed to protect client confidentiality and maintain data security. As the paid
provider of professional Services, our firm remains responsible for exercising reasonable care in providing such
Services, and our work product will be subjected to our firm’s customary quality control procedures.

By accepting the terms and conditions of our engagement, you are providing your consent and authorization to
disclose your confidential information to a third-party Service provider, if such disclosure is necessary to deliver
professional Services or provide support Services to our firm.

Referrals to Other Persons
We pride ourselves on value-added Services, including referrals to other Service professionals such as lawyers
and bankers, payroll service providers, human resources consultants, recruiters, chief financial officers,
accountants, bookkeepers, and others. We shall not be required to provide referrals and shall not be
responsible for any referral to Client or liable for any matter relating to or the outcome of such referral. In
addition, we may provide networking opportunities for our clients by introducing them to one another; We
may introduce you to one or more of our other Clients. Client is solely responsible for any contractual or other
relationship Client enters into with such third parties even if referred by us. We shall not be required to make
any introductions and shall not be responsible or liable for any matter relating to or the outcome of any of the
same.

Electronic Signatures and Counterparts
Each party hereto agrees that any electronic signature is intended to authenticate a written signature, shall be
valid, and shall have the same force and effect as a manual signature. For purposes hereof, “electronic
signature” includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual
signature affixed to a document, a signature incorporated into a document utilizing touchscreen capabilities, or
a digital signature. Documents may be executed in one or more counterparts, each of which shall be considered
an original instrument, but all of which shall be considered one and the same agreement.

Limited Liability
In recognition of the relative risks and benefits of this agreement to you and to this firm, we both have discussed
and have agreed on the fair allocation of risk between us. As such, you agree, to the fullest extent permitted by
law, to limit the liability of Zelin & Associates CPA, LLC to you for any and all claims, losses, costs, and damages
of any nature whatsoever, so that the total aggregate liability of Zelin & Associates CPA, LLC to you shall not
exceed the total fee for Services rendered under this agreement. You and Zelin & Associates CPA, LLC intend
and agree that this limitation apply to any and all liability or cause of action against Zelin & Associates CPA, LLC,
however alleged or arising, unless otherwise prohibited by law. Both parties agree that there is a one-year
limitation period to bring a claim against Zelin & Associates CPA, LLC for errors and omissions. The one-year
period will begin upon the date of Zelin & Associates CPA, LLC, or their representative’s signature on the income
tax returns covered by this engagement letter.

Mediation
If a dispute arises out of or relates to the Agreement, including the scope of Services contained herein, or the
breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try to settle
the dispute by mediation administered by the American Arbitration Association (“AAA”) under the AAA
Accounting and Related Services Arbitration Rules and Mediation Procedures before resorting to arbitration,
litigation, or some other dispute resolution procedure. The mediator will be selected by mutual agreement of
the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA. The mediation
will be conducted in New York State.

The mediation will be treated as a settlement discussion and, therefore, all discussions during the mediation
will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute.
No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings
shall be shared equally by all parties. Any costs of legal representation shall be borne by the hiring party.

Venue / Jurisdiction
Notwithstanding anything contained herein both Zelin & Associates CPA, LLC and client agree that regardless of
where the client is domiciled and regardless of where this Agreement is physically signed, this Agreement shall
have been deemed to have been entered into at Zelin & Associates CPA, LLC’s office located in New York County,
NY, USA and New York County, NY, USA shall be the exclusive jurisdiction for resolving disputes related to this
Agreement. This Agreement shall be interpreted and governed in accordance with the Laws of New York.

Severability
In the event that any provision of this agreement is deemed invalid or unenforceable, said finding shall not
operate to invalidate the remainder of this agreement and the terms of this agreement shall be modified to
the extent necessary to render such provision valid and enforceable in keeping with the intent of the parties.

Waiver, Assignment, Binding Effect, Counterparts
No waiver of any provision of this agreement shall be deemed a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver.

Except as permitted by Zelin & Associates CPA LLC herein, neither this agreement nor any duties or obligations
hereunder may be assigned or delegated by any party without the prior written consent of the other party,
which such consent will not be unreasonably withheld.

This agreement shall inure to the benefit of, and be binding upon, the parties hereto and their legal
representatives, heirs, successors, and permitted assigns.

This agreement may be executed in one or more counterparts, with each such counterpart being deemed an
original instrument and all such counterparts together constituting the same agreement, and facsimile, PDF
and electronic copies will be deemed acceptable and binding.

PRIVACY POLICY
CPAs, like all providers of personal financial services, are now required by law to inform their clients of their
policies regarding privacy of client information. CPAs have been and continue to be bound by professional
standards of confidentiality that are even more stringent than those required by law. Therefore, we have always
protected your right to privacy.

TYPES OF NONPUBLIC PERSONAL INFORMATION WE COLLECT
We collect nonpublic personal information about you that is either provided to us by you or obtained by us with
your authorization.

PARTIES TO WHOM WE DISCLOSE INFORMATION
For current and former clients, we do not disclose any nonpublic personal information obtained in the course
of our practice except as required or permitted by law. Permitted disclosures include, for instance, providing
information to our employees and, in limited situations, with your consent, to unrelated third parties (like your
attorney, stockbroker, banker or insurance agent) who need to know that information to assist us in providing
Services to you. In all such situations, we stress the confidential nature of information being shared.

PROTECTING THE CONFIDENTIALITY AND SECURITY OF CURRENT AND FORMER CLIENTS’ INFORMATION
We retain records relating to professional services that we provide so that we are better able to assist you with
your professional needs and, in some cases, to comply with professional guidelines. In order to guard your
nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with
our professional standards.

Please call if you have any questions, because your privacy, our professional ethics, and the ability to provide
you with quality Services are very important to us.

Additional Services
Additional Services may, in our discretion, be agreed upon under a separate engagement agreement but shall,
in any event, be for additional fees.

For example, we may, from time to time, be asked by you to provide tax consulting Services, including
assistance with obtaining financing, writing business and marketing plans, entity formation, offers in
compromise or payment plans with the IRS; providing an analysis of payroll; bank statement review; preparing
sales tax memos; advising you on whether keeping your current fiscal year is efficient given your particular
business cycle; advising on business strategies you are employing or considering; preparing budgets and
business plans; and performing tax research. Such work and all other additional work may, at our discretion,
be agreed upon under a separate engagement letter but shall, in any event, be for additional fees.

Entire Agreement
The engagement letter, including this Terms and Conditions Addendum and any other attachments, encompass
the entire agreement of the parties and supersedes all previous understandings and agreements between the
parties, whether oral or written. Any modification to the terms of this Agreement must be made in writing and
signed by both parties. This Agreement has been entered into solely between You and Zelin & Associates CPA
LLC and no third-party beneficiaries are created hereby.

Thank you for choosing Zelin & Associates CPAs, LLC. Our goal is to always do the right thing for you.

Sincerely,

Zelin & Associates CPA, LLC