Terms and Conditions

Last Updated: 6/1/2026

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.
• AI-assisted outputs, summaries, or analyses produced in connection with the Services are for informational purposes only. Arvo Tech does not warrant that such outputs are error-free, complete, or suitable for any particular tax or financial purpose, and Client is solely responsible for independently verifying AI-generated results prior to reliance.

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. Use of Artificial Intelligence and Data Retention

7.1. Use of AI-Powered Tools.
Arvo Tech may employ artificial intelligence (“AI”) and machine learning technologies, including large language models and automated data processing tools (collectively, “AI Tools”), to assist in the delivery of its Services. Such use may include, without limitation, transaction categorization, bookkeeping automation, tax credit eligibility analysis, document review, and report generation. AI Tools are designed to augment the work of Arvo Tech’s personnel and improve efficiency; they are not a substitute for the professional judgment of qualified human reviewers.

Where Arvo Tech’s Services involve integration with third-party developer platforms or code repository services (such as GitHub), such integrations are governed by the additional provisions set forth in Section 7.10 (Platform Integration and Repository Data) below.
7.2. Informational Nature of AI Outputs.
Outputs, recommendations, summaries, or analyses generated by AI Tools are for informational and operational assistance purposes only. Arvo Tech does not warrant that AI-generated outputs are error-free, complete, or suitable for any particular tax or financial purpose. Client acknowledges that AI systems may occasionally produce inaccurate, incomplete, or outdated results, and Client is solely responsible for independently reviewing and verifying any AI-assisted output before relying upon it for business, tax, or legal purposes. Nothing in this Section limits the disclaimers set forth in Section 3 above.
7.3. Client Data and AI Processing.
In the course of delivering Services, Arvo Tech may process Client Data through AI Tools operated by Arvo Tech or by its vetted third-party service providers (“AI Processors”). Such processing is performed solely to deliver the Services described in the Engagement Letter. Arvo Tech represents and warrants that:

• Client Data will not be used to train, fine-tune, or improve any third-party AI model or foundation model without Client’s prior written consent;

• AI Processors engaged by Arvo Tech with access to Client Data are bound by confidentiality and data security obligations no less protective than those set forth in Section 6 of these T&Cs; and

   

• Arvo Tech will maintain a current list of material AI Processors and will make that list available upon Client’s reasonable written request.
  

7.4. No AI Legal or Tax Representation.
The use of AI Tools in the delivery of Services does not alter the nature of the relationship between Arvo Tech and Client as described in Section 3 of these T&Cs. AI Tools do not provide legal advice, constitute tax opinions, or establish a formal tax representation relationship. Client should consult a licensed CPA, attorney, or enrolled agent for authoritative tax or legal guidance.
7.5. Purpose Limitation.
Arvo Tech will use Client Data solely for the purpose of delivering the Services described in the applicable Engagement Letter. Client Data will not be repurposed for performance monitoring of individual employees, sold or licensed to third parties, used for marketing or benchmarking activities, or used to train AI or machine learning models beyond what is expressly authorized in writing by Client. Arvo Tech will implement reasonable technical and organizational controls to enforce this purpose limitation throughout the data lifecycle.
7.6. Data Retention and Deletion.
Arvo Tech will retain Client Data, including financial records, transaction data, engagement correspondence, and AI-processed outputs, for a period of thirty (30) days following the completion or termination of the applicable engagement or data processing activity (the “Retention Period”), unless a shorter period is agreed upon in writing or a longer period is required by applicable law, regulation, or professional standards.
Upon expiration of the Retention Period, Arvo Tech will use commercially reasonable efforts to securely delete or irreversibly anonymize Client Data so that it can no longer reasonably be attributed to Client. Arvo Tech is not obligated to delete data that has been aggregated and de-identified in a manner that prevents re-association with Client. Where Client requests earlier deletion and such deletion does not conflict with Arvo Tech’s legal, regulatory, or dispute-resolution obligations, Arvo Tech will honor such request within ten (10) business days of receipt of a verified written request.
7.7. Client Rights Regarding Data.
Subject to applicable law and Arvo Tech’s legal and regulatory obligations, Client may submit a written request to Arvo Tech to:

• Access and obtain a copy of Client Data held by Arvo Tech;

• Correct or update inaccurate Client Data;

• Request deletion of Client Data prior to the end of the Retention Period, provided that such deletion does not conflict with Arvo Tech’s legal, regulatory, or contractual obligations, or with Arvo Tech’s reasonable need to retain records for dispute resolution purposes; or

• Object to or restrict certain processing of Client Data.

Arvo Tech will respond to verified written requests within thirty (30) days of receipt. Requests may be directed to Arvo Tech’s designated privacy contact identified in its Privacy Policy.

7.8. Security of Retained Data.
All Client Data retained by Arvo Tech, including data that has been processed through AI Tools, will be protected by the physical, administrative, and technical safeguards described in Section 6, throughout the applicable Retention Period. Arvo Tech will implement commercially reasonable measures to prevent unauthorized access, disclosure, or destruction of retained Client Data, consistent with applicable industry standards including, where applicable, SOC 2 Type II controls.
7.9. AI Regulatory Compliance.
Arvo Tech will make reasonable efforts to ensure its use of AI Tools in delivering Services complies with applicable federal and state laws and regulations governing automated decision-making, data privacy, financial services, and applicable state consumer privacy laws. Arvo Tech will notify Client if it becomes aware of a material change in applicable law or regulatory guidance that materially affects the use of AI Tools in the delivery of Client’s Services.
7.10. Platform Integration and Repository Data.
Where Arvo Tech’s Services involve integration with third-party developer platforms or code repository services (“Developer Platforms”), including but not limited to GitHub, the following additional terms apply:
(a) Authority to Share. 
Client represents and warrants that it has full authority to share repository data, commits, pull requests, issues, and related artifacts (“Repository Data”) with Arvo Tech, including where such data originates from a corporate or organizational account. Client is solely responsible for ensuring that sharing Repository Data complies with any applicable organizational policies, employment agreements, or third-party licenses governing the underlying code or content.
(b) Intellectual Property. 
Code, documentation, and other artifacts contained within a repository are owned by their respective creators or their organizations, subject to any applicable open-source or commercial license. Arvo Tech does not acquire any ownership interest in Repository Data by virtue of processing it under these T&Cs. Summaries, analyses, or reports produced by Arvo Tech from Repository Data are derivative works for informational purposes only and do not transfer or alter any ownership rights in the underlying code or content.
(c) Confidentiality of Private Repositories. 
Contents of private repositories accessed by Arvo Tech in connection with the Services are considered confidential Client Data and will be protected with a reasonable degree of care, consistent with the obligations set forth in Section 6 and this Section 7. Arvo Tech will not access, read, or process the contents of private repositories beyond what is strictly necessary to deliver the Services.
(d) Data Freshness and Deletion Responsiveness. 
If Client notifies Arvo Tech that a repository has been deleted, made private, or that access has been revoked on the Developer Platform, Arvo Tech will promptly remove any cached or stored copies of the affected Repository Data from its systems, subject to legal hold obligations. Arvo Tech will not retain Repository Data beyond the shorter of: (i) the applicable thirty (30) day Retention Period under Section 7.6, or (ii) the date on which Client revokes access or requests deletion.
(e) No Misrepresentation. 
Arvo Tech will not represent to any third party, including the Developer Platform, that it is collecting or processing Repository Data on behalf of, or as an agent of, the Developer Platform. Arvo Tech acts solely as a service provider to Client.
(f) Third-Party Platform Terms. 
Arvo Tech’s integration with Developer Platforms is subject to those platforms’ own developer terms, including without limitation the GitHub Registered Developer Agreement and, where applicable, the GitHub Marketplace Developer Agreement. To the extent any conflict exists between those platform terms and these T&Cs with respect to the handling of Repository Data, the more protective standard applicable to Client’s data will govern.
(g) Privacy Notice for Personal Data in Repositories. 
Repository Data may contain personal data such as commit author names, email addresses, or other identifiers (“Contributor Personal Data”). To the extent Arvo Tech processes Contributor Personal Data in connection with the Services, Arvo Tech will: (i) process such data only as strictly necessary for the purpose of generating the requested summaries or analyses; (ii) disclose such processing in its Privacy Policy; and (iii) not use Contributor Personal Data for any other purpose. Client is responsible for providing any required notice to its repository contributors regarding the sharing of their data with Arvo Tech as a service provider.

8. Additional Terms

8.1. 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.

8.2. 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.

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

8.4. 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.

8.5. 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.

8.6. 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.

8.7. 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.

8.8. 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.

8.9. 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.

8.10. 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.

8.11. 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.