Terms and Conditions

Last Updated: 2/27/2026

Thank you for your interest in working with Arvo Tech. Any Engagement Letter, these Terms and Conditions (the “T&Cs”), and any applicable addenda (collectively, the “Agreement”) document how we will work together.

1. Scope

The details of the specific services to be performed (the "Services") are outlined on the attached Engagement Letter and the applicable Service Addendum (or "Addendum") for each Service. All Services performed by Arvo Tech will be subject to these T&Cs and any additional terms or limitations in the applicable Addendum.

2. Fees & Payment

Arvo Tech fees and payment terms are outlined on the applicable Engagement Letter. Payments made via credit card are subject to a processing surcharge of 1.95% for Visa, MasterCard, and Discover, or 2.95% for American Express. Arvo Tech reserves the right to adjust these percentage fees at any time to reflect updates or changes in the processing surcharges imposed by the respective credit card networks. This fee will be added to the total invoice amount at the time of transaction. Any invoice or scheduled payment over 10 days past due will be subject to interest on a daily basis at a rate of 3% per month, or the maximum rate permitted by law, whichever is less.

3. Disclaimers

Client understands, acknowledges, and agrees that:

• Arvo Tech is not a certified public accounting (CPA) firm, a law firm, or a formal tax representative.
• The services, software, reports, and tax advice provided by Arvo Tech are for informational, calculation, and reporting purposes only, designed to assist Client and its designated CPA or tax advisor, if applicable, in preparing its tax filings.
• Arvo Tech's services do not constitute a formal tax opinion or legal advice.
• Client is solely responsible for its own tax positions, for the final review and accuracy of all tax returns and forms.
• Arvo Tech makes no representation, warranty, or guarantee regarding Client's eligibility for, or the final amount of, any tax credit Client ultimately claims.

4. Indemnification

By Arvo Tech. Arvo Tech agrees to indemnify, defend, and hold harmless Client and its officers, employees, directors, affiliates, subsidiaries, and agents against any and all claims, losses, liabilities, obligations, and expenses including, without limitation, court costs and reasonable attorneys’ fees (collectively, “Claims”) incurred by Client arising out of Arvo Tech’s material breach of its express obligations set forth in the Engagement Letter in each case when due to no fault of Client or its breach of its obligations therein.

By Client. Client agrees to indemnify, defend, and hold harmless Arvo Tech and its officers, employees, directors, affiliates, subsidiaries, and agents against any and all Claims incurred by it arising out of Client’s breach of its responsibilities and obligations set forth under the Agreement.

5. LIMITATIONS OF LIABILITY

NOTWITHSTANDING ANYTHING ELSE HEREIN: (A) IN NO EVENT WILL ARVO TECH OR THEIR PERSONNEL, AGENTS, OR EMPLOYEES, BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ANTICIPATED PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION DAMAGES) HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) IN NO EVENT SHALL THE TOTAL LIABILITY OF ARVO TECH OR ITS AFFILIATES FOR ANY AND ALL DAMAGES, LOSSES, LIABILITIES AND CAUSES OF ACTION ARISING FROM THIS AGREEMENT OR ITS SERVICES EXCEED IN THE AGGREGATE THE TOTAL FEES PAID BY CLIENT IN THE PRIOR 12 MONTHS OR $5,000, WHICHEVER IS GREATER.

6. Software Use, Client Confidentiality & Security

Arvo Tech will use its secure and proprietary web-based software application to perform its services. All data gathered is owned by the Client for the purpose of Arvo Tech delivering the services listed on the Engagement Letter. Client grants to Arvo Tech a limited, royalty free, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display such Client data to provide Client with the services listed on the Engagement Letter and to administer our software application.

All Client information communicated through our software application is maintained on servers that employ reasonable physical, administrative, and technical safeguards consistent with industry standards. Arvo Tech agrees to not disclose any of the Client’s information to any outside party other than affiliates of Arvo Tech, except (a) as expressly permitted or instructed in writing by Client; or (b) as required to comply with applicable law, regulation, valid court order or other compulsory legal process; provided that in any such case: (1) Client is promptly notified in writing of any such requirement unless not permitted by such law or court order, (2) Arvo Tech agrees to furnish only that portion of the information which is legally required to be furnished and to use all reasonable efforts to assure that the information is maintained in confidence by the party to whom it is furnished. Under any circumstance where the Client, or any of the Client’s employees or associates are given access to our software application, it is agreed they will abide by Arvo Tech data security policies and practices. Client’s use of any Arvo software, websites, and/or electronic systems shall be subject to Arvo Tech’s Software Terms of Use, except to the extent in direct conflict with the Engagement Letter or the remaining terms herein. In addition, all such software, websites, and systems shall be subject to Arvo Tech’s Privacy Policy, as applicable. For clarity, and notwithstanding anything in the Privacy Policy, it is understood and agreed that (a) all Client tax information is solely owned by Client in accordance with the confidentiality section in this Agreement, and (b) Arvo Tech will provide tax advice in accordance with this Agreement or the Engagement Letter.

7. Additional Terms

7.1. Additional Services. Client may request that Arvo Tech perform additional services not contemplated by this engagement letter. If this occurs, Arvo Tech will communicate with you regarding the scope of the additional services and the estimated fee. Arvo Tech also may issue a separate engagement letter covering the additional services. In the absence of any other written communication from Arvo Tech documenting such additional services, the services will continue to be governed by the terms of this engagement letter.

7.2. Relationship Between the Parties. Each party’s relationship with the other is that of independent businesses. Nothing in this agreement creates a partnership, joint venture, or similar business relationship between Arvo Tech and Client. No employee will be considered an employee of the other for any purpose.

7.2. Non-Exclusivity. This agreement is non-exclusive for both Arvo Tech and Client.

7.3. Severability. The invalidity or unenforceability of any provision of the agreement shall in no way affect the validity or enforceability of any other provision hereof.

7.4. Governing Law. These Terms and Conditions, any Engagement Letter, its and their subject matter and all of the parties’ respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles regarding conflicts of law. All parties agree to the personal jurisdiction of and venue in the state and federal courts in Franklin County, Ohio, and waive any objection to such jurisdiction or venue.

7.5. Entire Agreement. This Agreement (consisting of the Engagement Letter, these T&Cs, and all applicable Service Addenda) is the entire agreement between the parties in relation to the subject matter and replaces all previous representations or proposals not contained in this Agreement. No other agreement, statement, promise, or practice between Client and Arvo relating to the subject matter of the Agreement is binding. Handwritten or digital changes or additions by Client to the Agreement are void and unenforceable regardless of execution of the Agreement.

7.6. Modification, Amendment, and Waiver; Benefit. There are no understandings, agreements, or representations, express or implied, with respect to the subject matter hereof not specified herein. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled, or waived in whole or in part, except by a signed writing executed by both parties.

7.7. Assignment. Client may not assign this Agreement, nor delegate any duties hereunder, without the prior written consent of Arvo Tech. Arvo Tech may, without Client’s consent, assign this Agreement or any of its rights or obligations hereunder to: (a) any affiliate or subsidiary; or (b) a successor-in-interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.

7.8. Dispute Resolution. The parties agree to make good faith efforts to negotiate and mediate any claim, dispute, or controversy arising out of this Agreement, which would otherwise require or allow resort to any court or other governmental dispute resolution forum, including any such matters involving Arvo Tech’s officers, employees, representatives, or contractors (a "Dispute"). If the Dispute is not resolved within thirty (30) days, the parties agree that the Dispute will be submitted to binding arbitration. Claims for non-payment of fees and claims for injunctive relief are exceptions, can be brought in a court, and the judge will have the power to award attorneys' fees and costs. Each party agrees to waive any and all right to bring any Dispute on a class, private attorney general, representative, or similar basis. Client agrees that, notwithstanding anything herein or in any applicable law or statute of limitation, it shall not commence any dispute, arbitration, litigation, or grievance upon the expiration of one (1) year from the date of termination of this Agreement.

7.9. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for Client's payment obligations) due to a cause beyond its reasonable control, (a "Force Majeure Event"). Such causes include, but are not limited to, acts of God, natural disasters, war, terrorism, riots, fires, floods, epidemics, pandemics, government-imposed restrictions or orders, strikes or labor disputes (other than those involving such party's own employees), or failures of public utilities, internet service providers, or communication networks. The party affected by a Force Majeure Event shall provide the other party with prompt written notice of the event and shall use reasonable efforts to resume performance as soon as practicable.

7.10. No Third-Party Beneficiaries. This Agreement is intended for the sole benefit of the Client and Arvo Tech. Notwithstanding the foregoing, Arvo Tech’s current and future subsidiaries, affiliates, and successors-in-interest are intended third-party beneficiaries of this Agreement and shall have the right to enforce its terms. Except as specifically set forth in this Section, this Agreement creates no rights in or for any other third party.