Master Services Agreement

Numbrr.ai Master Services Agreement Effective Date: [Date of Acceptance] Last Updated: September 28, 2026 This Master Services Agreement ("Agreement") is entered into by and between Numbrr.ai LLC ("Company", "We", "Us") and the entity or individual identified during the registration process ("Client", "You"). 1. Scope of Services 1.1. Service Tiers. The specific services provided to you (e.g., Starter, Numbrr One, Pro, Enterprise, 1099 Filing, or Dedicated Controller) are determined by the subscription tier you selected at checkout ("Selected Plan"). 1.2. Method of Delivery. You acknowledge that Numbrr.ai utilizes a "Hybrid AI" model. Services are performed using a combination of proprietary artificial intelligence automation, third-party software, and human oversight. 1.3. Exclusions. Unless explicitly included in your Selected Plan, our Services do not include: (a) forensic accounting; (b) onsite audits; (c) legal advice; or (d) management of physical mailrooms. 2. Fees and Payment Terms 2.1. Prepaid Model. All Services are billed 100% up-front on a recurring basis (Monthly, Quarterly, or Annually) as selected by you. 2.2. Autopay Requirement. You must maintain a valid credit card or direct debit authorization on file at all times. 2.3. No Refunds. All payments are non-refundable. We do not offer prorated refunds for cancellations made mid-cycle. 2.4. Expense Tiers. (a) How Tiers Are Measured. Starter, Numbrr One and Pro are priced in tiers based on your average monthly expenses, excluding payroll. We measure this from the books kept in Numbrr, as the average of your monthly expenses over the most recent three (3) full calendar months (the "Trailing Period"). If your books in Numbrr cover fewer than three (3) full months, we use the full months available. "Expenses" means the operating expenses and cost of goods sold on your profit and loss statement. "Payroll" means wages, salaries, payroll taxes and employee benefits recorded to payroll accounts. (b) Your Selected Tier. The tier you select at checkout is your estimate. We may review your actual expenses at any time, and you may ask us to do so. If your average monthly expenses over the Trailing Period fall in a different tier, we may move your subscription to that tier, up or down. (c) Notice and Effective Date. We will give you at least thirty (30) days' written notice of a tier change by email to your account's admin, stating the new tier, the new price and the figures we used. If you believe the figures are wrong, you may reply before the change takes effect and we will review them with you. On a monthly plan, the change takes effect on your first billing date after the notice period ends. On an annual plan, the change takes effect at your first annual renewal after the notice period ends, with no charge or credit for the rest of the current term. You may cancel under Section 4.2 before the change takes effect. (d) Spending Kept Off the Profit and Loss Statement. Where spending is capitalized, prepaid or otherwise kept off your profit and loss statement, we may also consider your average monthly cash spend over the Trailing Period in determining your tier. Cash spend excludes payroll, transfers between your own accounts, loan principal payments and owner distributions. (e) Enterprise and Custom Pricing. Enterprise plans and any plan priced in a signed order form follow the pricing terms of that order form. 3. Client Obligations 3.1. Account Connections. You agree to connect all relevant bank accounts and platforms. 3.2. Data Accuracy. You are solely responsible for the accuracy of provided data. 4. Term and Termination 4.1. Term. Commences on acceptance and continues until terminated. 4.2. Termination by Client. Cancel anytime via user portal; effective at end of current billing period. 4.3. Termination by Company. We reserve right to terminate for non-payment or violation of terms. 5. Limitation of Liability 5.1. No Audit. Services do not constitute an audit in accordance with AICPA standards. 5.2. Liability Cap. Liability limited to fees paid in the three (3) months preceding the claim. 6. Online Payments and Automated Communications 6.1. Your Stripe Account. The Services may let you accept invoice payments through a Stripe account that you own and control ("Stripe Account"). Your Stripe Account is governed by your agreement with Stripe. Company provides software only. Company is not a payment processor, payment facilitator or money transmitter, is not a party to any payment between you and the persons you invoice ("Payers"), and never holds, receives or controls funds paid through your Stripe Account. 6.2. Discounts and Fees for Payers. If you choose to offer a discount for certain payment methods, or to add a surcharge, service fee or other fee to amounts charged to Payers, you are solely responsible for that choice and for its compliance with card-network rules, Stripe's terms, required disclosures, and applicable federal, state and local law. 6.3. Refunds and Disputes. You are solely responsible for your Stripe Account, including refunds, chargebacks, disputes, reversals, and any fees, fines or penalties assessed by Stripe or a card network. 6.4. Automated Emails. At your direction, the Services may send invoices, payment reminders and receipts to Payers on your behalf. You are responsible for the content of those messages, the recipients you select, and obtaining any consent required to contact them. 6.5. AI-Drafted Invoices. The Services may use artificial intelligence to draft invoices from contracts, purchase orders and other documents you provide. A drafted invoice is not posted to your books or sent to a Payer until you approve it. You are responsible for reviewing each draft for accuracy before approval. 6.6. No Legal, Tax or Compliance Advice. Company does not provide legal, tax or compliance advice, including on surcharges, fees, payment practices or communications with Payers. 6.7. Indemnification. You agree to indemnify, defend and hold harmless Company from any claims, losses, liabilities, fines and expenses (including reasonable attorneys' fees) arising from your surcharge or fee practices, your Stripe Account, or messages sent to Payers at your direction. 7. General Provisions 7.1. Governing Law. State of New York. 7.2. Electronic Signatures. Clicking "Pay with Stripe" at checkout, or any other button shown with a notice that clicking it accepts this Agreement, or checking an "I agree" box, constitutes your legal signature.