Partner Network Agreement

This Partner Network Agreement (the "Agreement") is between My Cost Segregation LLC, a Texas limited liability company ("we," "us," or "our"), and the firm named on the Proposal or the Partner Network account ("you" or "your Firm"). It governs your Partner Network account, your Partner subscription if you have one, and every study you refer to us or buy from us for your clients.

How you accept. You accept this Agreement when you sign up for referral fees on your free account, when you accept or sign a Proposal for referral fees, a Partner subscription, or a white-label study, or when you authorize a payment method under one of them, whichever comes first. Creating a free Partner Network account does not, by itself, accept this Agreement. Accepting a Proposal accepts this Agreement. It is part of every Proposal by reference.

What the Proposal covers and what this Agreement covers. A Proposal sets the commercial terms: the subscription plan and price, or the study and its fee. This Agreement sets every other term. If the two conflict, the Proposal controls the plan, fee, and payment schedule, and this Agreement controls everything else. No line in a Proposal changes a term of this Agreement unless it names the section it changes and is signed by an authorized representative of My Cost Segregation LLC.

1. Three ways to partner

1.1 The free account (no cost). Anyone can join the Partner Network at no cost. You can add your clients, order studies at our standard published price, upload records, and follow every study in one place. The free account has no partner rate. Your client pays us directly at our published price, contracts with us under our Terms of Service, and you keep the client relationship. If you sign up for referral fees, we pay you a referral fee on the studies your referred clients pay for. Section 6 explains how.

1.2 Partnered mode (subscription required). You refer a client to us. The client orders the study, contracts with us under our Terms of Service, and pays us directly at our published price less your partner rate. Your partner rate reaches your client as a lower price. We do not also pay you a referral fee on that study. Section 5 explains the rate. We handle the study. You keep the relationship and the return.

1.3 White Label mode (subscription required). You buy the study from us at our published price less your partner rate, and you hand your client a report under your own name and logo. Your client is your client, not ours. You set what your client pays. Section 7 explains how it works.

1.4 Choosing a mode. You choose Partnered or White Label for your Firm in the partner portal and may change it for future studies. The mode in effect when a study is started governs that study.

2. The Partner subscription

2.1 What it unlocks. An active Partner subscription unlocks your partner rate in both modes, white-label reports, the full partner portal with client and study tracking, Form 3115 filing tools, priority review for your Expert Reviewed studies, and our marketing kit.

2.2 Plans and price. The subscription is billed monthly or yearly at the price on your Proposal. Today that is $199 per month or $1,999 per year. The yearly plan is paid up front. Both plans unlock the same thing.

2.3 Renewal and cancellation. The subscription renews automatically at the end of each billing period until you cancel. You may cancel any time by written notice through the portal or to hello@mycostsegregation.com. Cancellation takes effect at the end of the billing period already paid. Subscription fees already paid are not refunded, in whole or in part.

2.4 When the rate applies. Your partner rate applies only to studies started while your subscription is active and paid. A study started while your subscription is lapsed, unpaid, or cancelled is priced at our standard published price, even if you subscribe again later. It may earn a referral fee under section 6 instead.

2.5 Payment. You authorize us to charge the payment method on file for each subscription period on its due date, and for any white-label study fee that becomes due under section 7. Keep a valid payment method on file. If a payment fails, the subscription and its benefits pause until it is paid. Card and bank-transfer (ACH) payments carry the processing fees set by our billing and agreement platform and its payment processors, disclosed before you authorize the payment. Processing fees are not refundable.

3. Your account and your clients

3.1 Your account. You are responsible for everyone you invite to your Firm's account and for what they do in it. Keep logins private. Tell us right away if you think an account has been misused.

3.2 Your clients stay yours. In every mode you keep the client relationship and the return. We do not market tax preparation, tax advisory, bookkeeping, or any other service of ours or of our affiliates to a client you brought us, unless that client asks us first. We do not share your client list with anyone.

3.3 What we say to your client. In Partnered mode, and on the free account, your client contracts with us and we communicate with them about their study, their portal, their payment, and audit defense. In White Label mode we communicate with your client only when you ask us to, or when the client contacts us.

3.4 You do not speak for us. You have no authority to change our Terms of Service, our prices, our delivery promises, or The Audit Defense Pledge, or to make any promise on our behalf. Nothing in this Agreement makes either of us the partner, agent, employee, or joint venturer of the other.

3.5 No exclusivity. You may work with other cost segregation providers. We may work with other partners and sell directly to the public.

4. Your promises to us, and ours to you

4.1 Your promises. You promise that:

• Your Firm is a real business in good standing, and the person accepting this Agreement may bind it.
• You hold every license, registration, and credential your services require, and you will keep them in good standing.
• You will follow the laws and professional rules that apply to you, including any rule that requires you to tell your client in writing that you receive a referral fee from us, and any rule that limits referral fees for certain clients or services. You are responsible for that disclosure. We recommend written disclosure to every client, every time.
• You will get any consent the law or your professional rules require before you send us a client's tax return information or other confidential information, and you have the client's permission to open a study for them.
• Everything you tell us about a client and a property will be accurate and complete to the best of your knowledge.
• You will not use our services to charge a client a fee that is contingent on a tax result where a law or rule that applies to you forbids it.

4.2 Our promises. We promise that:

• We prepare every study on the IRS's detailed engineering approach, using the same engine and published methodology behind every study we sell. Joel Salas, our Director of Tax, signs every study. A professional on our team also checks every Expert Reviewed study before delivery.
• We honor the rate rules in section 5 and pay referral fees as section 6 provides.
• We keep your client information confidential and use it only to prepare, revise, bill, and defend studies.
• We give your Expert Reviewed studies priority in the review line while your subscription is active.

5. Your partner rate

5.1 The ladder. Your partner rate is set by the number of studies your Firm does in a calendar year, counted cumulatively:

• 20% from the day your subscription starts.
• 30% once your Firm reaches 100 studies in a calendar year.
• 40% once your Firm reaches 1,000 studies in a calendar year.

5.2 What counts. A study counts on the day it is started through your account and paid for, whether the client paid us or your Firm paid us. A study that is cancelled or refunded does not count. Studies count toward your total in the calendar year they were started, and the year runs by the calendar.

5.3 Moving up is never retroactive. When your count crosses a threshold, the new rate applies to studies started after that moment. It does not reprice studies already started.

5.4 You keep what you earn. Once you earn a rate, you keep it through the following calendar year. If you do not reach that threshold again in that year, you step down one level, not back to the start, the year after that. Each further year you miss it, you step down one more level, never below 20%.

5.5 One rate, both modes. The same rate applies in both modes. In Partnered mode it comes off what your client pays us. In White Label mode it comes off what your Firm pays us.

5.6 What the rate applies to. The rate applies to the study fee only. It does not apply to add-ons, site visits, rush fees, processing fees, taxes, or work we quote separately.

6. Referral fees on the free account

6.1 Who earns them. Referral fees are for a Firm on the free account that has accepted this Agreement, by signing up for referral fees or under a Proposal. A study earns a referral fee when a client you referred pays us for it. A client you referred is one who orders a study through your referral link or code, or through your Partner Network account. A study for your own Firm, or for its owners or staff, is not a referral.

6.2 How much. The fee is a percentage of what the client paid us for the study: 2.5% on your first two paid referrals in a calendar year, then 5% on each paid referral after that in the same year. The count starts over each January 1. If a client gets part of their payment back, the fee is figured on what the client kept paying. A study that is fully refunded earns no fee.

6.3 Partner subscribers. While your Partner subscription is active, your partner rate takes the place of a referral fee. A study your client pays for while your subscription is active earns no referral fee. Fees you earned before your subscription started, or after it ended, stay yours.

6.4 When a fee is payable. A fee is earned when the client pays. It becomes payable once all three of these are true: the study's revision window has closed (7 days after delivery for a Self-Serve study, 30 days for Expert Reviewed), you have accepted this Agreement, and we have your completed tax information under section 6.6.

6.5 When we pay. We pay the referral fees that became payable in a calendar month by the 15th day of the following month, by bank transfer (ACH) to the account you keep on file with us, less any amount you owe us.

6.6 What you need on file. Before the first payment we need a completed IRS Form W-9 for your Firm and a bank account for payment. If we do not have your signed W-9, your referral fee payments are delayed until we do, and we pay them on the next payment date after it arrives. We report referral fees to the IRS on Form 1099 where the law requires. You are responsible for your own taxes on them.

6.7 Refunds and chargebacks. If a client's study fee is refunded, reversed, or charged back, the referral fee on it is reduced or reversed to match. If we already paid it, we deduct the difference from your next payment or invoice you for it. A refund we pay under The Audit Defense Pledge does not reverse a referral fee.

6.8 Statements. The partner portal shows each referral, its fee, and whether the fee is earned, payable, or paid. Tell us about any discrepancy within 60 days of the statement date.

7. White Label mode

7.1 You are our customer. In White Label mode your Firm buys the study from us. You owe us the fee. Your client does not pay us and does not contract with us.

7.2 Price and payment. Your price is our published price for the property and tier, less your partner rate on the day the study is started. It is billed to your Firm when the study is started and is due before the study moves into review. Add-ons you order are billed at the price on your Proposal or quoted before any add-on work begins.

7.3 Your price to your client. You set what your client pays you. You may not describe our fee to your client as your cost unless it is, and you may not say or imply that any part of your price is required by us.

7.4 Your brand on the report. You give us a limited license to place your name, logo, and letterhead on reports we prepare for your clients. You promise you have the right to use them. The report carries your brand on the cover and the "Prepared by" line. The report keeps our certification, our signer's name, and a line stating that the analysis is powered by My Cost Segregation. You may not remove or alter them.

7.5 What you must carry through to your client. The report is prepared for one client and one tax preparer, to compute depreciation on one property. You agree to give your client, in writing, the same use rules we give ours: the report is not an appraisal, no third party may rely on it, and the client must report our numbers as delivered. You may not promise your client anything about the study that we do not promise you.

7.6 The Audit Defense Pledge in White Label mode. The Pledge in our Terms of Service applies to every white-label study, with your Firm in the place of the client. The refund, if one is owed, is paid to your Firm, measured against the fee your Firm paid us. The five conditions apply to your client's filed return and to notices your client receives; you agree to get them to us within the Pledge's deadlines. We do the defense work described in the Pledge and hand it to you or to your client's tax preparer. If your client wants Joel Salas, our Director of Tax, on record with the IRS, the client signs a Form 2848 naming him, and our conflict disclosure in the Pledge is given to the client in writing before we act.

7.7 Revisions and delivery. Your white-label study carries the revisions and delivery terms of its tier, as stated in our Terms of Service.

7.8 Free account and Partnered mode brands. Studies ordered on the free account, and studies in Partnered mode, are delivered under our brand.

8. Marketing and use of names

8.1 What you may say. You may tell clients and prospects that you offer cost segregation studies through the Partner Network. Every claim you make about our studies, our method, our prices, or The Audit Defense Pledge must match our published pages or our marketing kit. When you mention the Pledge, you must include its qualifier: refund of the study fee only, not the tax; 3-year term, 40-hour cap, and notice deadlines apply.

8.2 What you may not say. You may not call any study audit-proof, guarantee any tax result or savings, quote a fee we have not published or quoted, or describe yourself as our agent, employee, or affiliate.

8.3 Our name and marks. In Partnered mode and on the free account you may use our name and logo to identify us as the provider, following our brand guidelines. In White Label mode you may not use our name in front of your client except as the report itself prints it. All rights in our name, marks, method, engine, reports, and materials stay with us.

8.4 Listing you as a partner. We list your Firm in our partner directory and materials only with your written permission, which you may withdraw on 30 days' notice.

9. Information, confidentiality, and data

9.1 Confidential information. Each of us may learn non-public information about the other, including client names, pricing, business information, and, for us, our methods and materials. Each of us keeps it confidential, uses it only for this Agreement, and does not disclose it except to people who need it and are bound to keep it confidential, or when the law requires. This section survives for 5 years after this Agreement ends. Client tax information stays confidential for as long as either of us keeps it.

9.2 Client information. You send us client documents, photos, and property and tax information only for the purpose of a study. We use it only to prepare, revise, bill, and defend that study. We are not the client's tax return preparer. We keep the study file, including the work papers, for at least 7 years so the study can be defended.

9.3 How we work. Our software prepares each study, and we use technology-assisted tools, including artificial intelligence tools. Joel Salas, our Director of Tax, signs every study. On Expert Reviewed studies, a professional on our team also checks the study before delivery. Client information is not used to train third-party AI models.

9.4 Security and breaches. Each of us protects the other's confidential information with industry-standard safeguards. Each of us tells the other in writing within 5 business days of discovering unauthorized access to the other's confidential information, and cooperates in any resulting investigation or required notice.

9.5 Return or destruction. When this Agreement ends, each of us returns or securely destroys the other's confidential information on written request, except for copies kept in routine backups or as the law or professional retention rules require, which stay subject to this section.

10. Ownership

10.1 Ours. Our methodology, software, classification logic, cost data, report templates, authorities library, marketing kit, and everything else we use to build studies stay ours. You may not copy them, reverse engineer them, use them to prepare studies for anyone, or resell or republish a report outside White Label mode.

10.2 Yours. Your name, marks, and client relationships stay yours. A white-label report, once paid for, is yours to deliver to the client it was prepared for, under the use rules in section 7.5.

11. Term and ending the Agreement

11.1 Term. This Agreement starts when you accept it and continues until either of us ends it.

11.2 Ending it for convenience. Either of us may end this Agreement on 30 days' written notice. Cancelling your subscription under section 2.3 does not end your free account or this Agreement.

11.3 Ending it for cause. Either of us may end this Agreement at once by written notice if the other materially breaches it and does not cure within 15 days of notice, loses a license or registration needed to perform, becomes insolvent, or makes a false or misleading statement to a client about the other. We may also end it at once if you make claims that section 8 forbids or use our materials in a way section 10 forbids.

11.4 What happens when it ends. Referral fees earned before the end are paid on the normal schedule. Studies already started are finished and paid for under this Agreement. Your brand license ends, except on reports already delivered. Portal access ends 60 days after the end date so you can retrieve your records. Sections 3.2, 4, 6.7, 7.5, 7.6, 8, 9, 10, 12, 13, and 14 survive.

12. Limits on liability and indemnity

12.1 Our warranty. We prepare studies as sections 4.2 and 9.3 describe. For a white-label study, The Audit Defense Pledge as applied by section 7.6 is your only remedy for a study that loses ground at audit. WE MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12.2 Our liability cap. OUR TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT, INCLUDING LIABILITY FOR OUR OWN NEGLIGENCE, IS LIMITED TO THE AMOUNTS YOUR FIRM PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND FOR A CLAIM ABOUT ONE STUDY, TO THE FEE PAID FOR THAT STUDY. ANY PLEDGE REFUND COUNTS TOWARD THAT LIMIT. NEITHER OF US IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REFERRAL FEES, LOST SAVINGS, OR PENALTIES OR INTEREST ASSESSED ON ANY TAXPAYER. Nothing in this section limits liability for fraud, willful misconduct, or a breach of section 9.

12.3 Your indemnity. You will defend, indemnify, and hold us and our affiliates, members, employees, and contractors harmless from any claim, loss, penalty, or expense, including reasonable attorneys' fees, arising out of your breach of this Agreement, the price and terms you set for your own clients, any promise you made to a client that we did not make, your marketing, your services, or information you gave us that was inaccurate or that you had no right to share.

12.4 Our indemnity. We will defend, indemnify, and hold you harmless from any claim arising directly from our gross negligence or willful misconduct in preparing a study, or from a third-party claim that a report we prepared infringes that third party's intellectual property.

13. Disputes and governing law

13.1 Talk first. Each of us agrees to try in good faith to resolve any dispute within 30 days of written notice of it.

13.2 Mediation, then arbitration. If that fails, either of us may start mediation administered by the American Arbitration Association in Bexar County, Texas, with the cost shared equally. If mediation does not resolve the dispute within 60 days, either of us may start binding arbitration under the AAA Commercial Arbitration Rules before a single arbitrator in Bexar County, Texas. Either of us may ask a court for an order to protect confidential information or intellectual property while the dispute is pending.

13.3 Individual claims only; no jury. Any dispute is resolved on an individual basis, not as a class or representative proceeding. EACH OF US WAIVES THE RIGHT TO A JURY TRIAL.

13.4 Governing law and venue. Texas law governs this Agreement. Any court proceeding permitted under this section is brought in the state or federal courts sitting in Bexar County, Texas. The prevailing party in any action to enforce this Agreement recovers its reasonable attorneys' fees and costs.

14. General terms

14.1 Changes to the program. We may change our published prices, the subscription price, the rate ladder, the referral fee rates, and the program features on 30 days' written notice through the portal or by email. A change never reduces a referral fee already earned, reprices a study already started, or takes away a rate you have earned under section 5.4 for the period you keep it under that section. If you do not accept a change, you may end this Agreement before it takes effect.

14.2 Changes to these terms. We may update the legal terms of this Agreement by posting the new version through our billing and agreement platform or the portal and giving you 30 days' notice. Your continued use of the Partner Network after the effective date is acceptance.

14.3 Notices. Notices to us go to hello@mycostsegregation.com or to My Cost Segregation LLC, 5900 Balcones Drive, Suite 100, Austin, TX 78731. Notices to you go to the email and address on your account. A notice counts as delivered when it is sent by email with confirmed receipt, or 3 business days after it is mailed.

14.4 Non-solicitation of people. While this Agreement is in effect and for 12 months after, neither of us will solicit for hire any employee or contractor of the other who worked on this relationship, without the other's written consent.

14.5 Electronic records and signatures. Each of us consents to electronic records and signatures where the law allows them. They have the same effect as ink.

14.6 Entire agreement. This Agreement, your Proposals, and our Terms of Service as they apply to your clients are the whole deal between us. They replace anything on our website, in our marketing, or said in a call.

14.7 Assignment. You may not transfer this Agreement without our written consent. We may transfer it to a successor to our business, who must honor The Audit Defense Pledge in writing.

14.8 Severability, waiver, force majeure. If part of this Agreement cannot be enforced, the rest still applies. If either of us does not enforce a term once, it can still be enforced later. Neither of us is liable for delay caused by events outside its reasonable control, including IRS or state agency delays.

By accepting a Proposal or signing up for referral fees, you agree to this Agreement on behalf of your Firm.

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