Service Provider Addendum

In plain English: By enabling co-branding, you agree that you — not CostSegX — are responsible for the brand assets you upload, the reports you distribute under your firm’s name, and your relationship with your end clients. CostSegX is the engine. You are the issuer. If a client of yours sues over a report you delivered under your logo, that is your problem to defend, not ours.

This Service Provider Addendum (the “Addendum”) is entered into between CostSegX.ai (“CostSegX”) and the firm, practice, or business entity accepting this Addendum ( “Firm”). It supplements — and does not replace — the CostSegX Terms of Service (the “Terms”) and Privacy Policy that the Firm and its users have already accepted. Capitalized terms not defined here have the meanings given in the Terms.

This Addendum applies whenever the Firm enables co-branding, white-labeling, or any other feature that causes CostSegX-generated reports to display the Firm’s name, logo, color scheme, or other marks (“Co-Branded Reports”).

1. Relationship of the Parties

1.1. CostSegX provides software. The Firm provides professional services. CostSegX is not the Firm’s partner, joint venturer, agent, employee, or affiliate, and nothing in this Addendum creates any such relationship.

1.2. CostSegX has no engagement with, and no duty to, the Firm’s clients (“End Clients”). The Firm is solely responsible for its relationship with each End Client, including engagement letters, scope of work, fee arrangements, confidentiality, and any professional duty of care.

1.3. The Firm shall not state or imply that CostSegX has reviewed, audited, endorsed, certified, or signed off on any specific Co-Branded Report or any tax position taken in connection with one. CostSegX’s role is limited to operating the software that generates the report.

2. Brand Assets — Warranty and Indemnity

2.1. Ownership warranty. The Firm represents and warrants that, for every logo, name, mark, color scheme, image, or other brand asset it uploads or otherwise causes to appear in a Co-Branded Report (“Brand Assets”), the Firm either (a) owns all necessary rights, or (b) holds a valid, current license sufficient to authorize CostSegX to display the Brand Asset in the manner used.

2.2. License to CostSegX. The Firm grants CostSegX a limited, worldwide, royalty-free license to reproduce and display the Brand Assets solely as necessary to generate, store, and deliver Co-Branded Reports for the Firm and to support, troubleshoot, and audit that activity.

2.3. IP indemnity. The Firm shall defend, indemnify, and hold harmless CostSegX and its officers, employees, and contractors against any third-party claim, demand, action, proceeding, loss, judgment, or settlement (including reasonable attorneys’ fees and defense costs) arising out of or relating to CostSegX’s display, storage, or distribution of the Firm’s Brand Assets, including any claim of trademark infringement, trade-dress infringement, copyright infringement, false designation of origin, unfair competition, right of publicity, or passing off.

2.4. Takedown right. CostSegX may, in its sole discretion, remove or refuse to display any Brand Asset in response to a credible third-party complaint, a court order, a regulatory directive, or its own good-faith concern. CostSegX has no obligation to investigate the validity of a third-party complaint before acting.

3. Co-Branded Reports — Issuer Responsibility

3.1. The Firm is the issuer. When a Co-Branded Report is delivered to an End Client, the Firm — not CostSegX — is the report’s issuer. The Firm is solely responsible for:

(a) the report’s accuracy as delivered to the End Client, including the accuracy of all input data the Firm or its representative entered;

(b) any tax, financial, legal, or other advice the Firm provides in connection with the report;

(c) the Firm’s compliance with all applicable professional licensing, ethics, and conduct rules, including (without limitation) state CPA board rules, IRS Circular 230, AICPA standards, state bar rules, and FINRA rules;

(d) the engagement with the End Client, including engagement letters, fee arrangements, conflict checks, confidentiality, and document retention; and

(e) any reliance the End Client, the End Client’s tax authority, regulator, lender, successor, or assign places on the report.

3.2. No removal of CostSegX attribution. Every Co-Branded Report includes a provenance footer identifying the CostSegX engine version and build (e.g., “powered by CostSegX engine v0.X.Y”). The Firm shall not remove, obscure, alter, recolor, crop, or otherwise diminish that attribution. This is enforced technically; the Firm’s contractual obligation not to circumvent it stands regardless.

3.3. No misleading modification. The Firm may forward a Co-Branded Report to its End Client as generated by CostSegX. The Firm shall not extract, redact, reorder, or selectively present sections of the report in a way that materially misrepresents its contents, conclusions, scope limitations, or disclaimers.

4. Limited Trademark License to the Firm

4.1. CostSegX grants the Firm a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to display the phrase “powered by CostSegX engine” (or an equivalent attribution provided in CostSegX’s branding guidelines) within the Co-Branded Report itself. This license exists only to satisfy Section 3.2.

4.2. The Firm shall not use the CostSegX name, logo, or any CostSegX mark in any other context — including the Firm’s website, marketing collateral, social media, proposals, press releases, presentations, or pitch decks — without CostSegX’s prior written consent.

4.3. The Firm shall not represent, state, suggest, or imply that the Firm is a partner, affiliate, certified provider, authorized reseller, or endorsed practitioner of CostSegX. The Firm shall not register, attempt to register, or contest CostSegX’s registration of any CostSegX mark, or any mark confusingly similar to one.

5. Pass-Through of Underlying Terms

5.1. All scope limits, disclaimers, and risk allocations in the Terms apply, without modification, to every report the Firm generates — Co-Branded or otherwise. These include (without limitation):

(a) the per-study scope cap of four (4) or fewer residential units and one million dollars ($1,000,000) or less in depreciable basis;

(b) the disclaimer that CostSegX is a software platform and not a CPA firm, law firm, or professional services provider;

(d) the accuracy-depends-on-input clause; and

(e) the limitation of liability and warranty disclaimers in the Terms.

5.2. The Firm shall not represent any of the foregoing as having been waived, narrowed, or modified for the Firm’s benefit. The Firm may communicate these limits to its End Clients and is encouraged to do so.

6. No Resale, No Sub-Licensing, No Sharing of Access

6.1. The Firm’s CostSegX subscription is for use by the Firm’s own personnel preparing studies for the Firm’s own End Clients. The Firm shall not:

(a) resell, sublicense, or rent CostSegX subscriptions or seats to any third party;

(b) offer CostSegX as a product or service in the Firm’s name (the white-label right under this Addendum extends to the report deliverable only, not to the platform itself);

(d) operate CostSegX on behalf of any other firm, agency, or business that has not itself executed a CostSegX subscription.

7. Audit Support — No Expansion

7.1. The audit-support cap stated in the Terms (currently seven (7) years from report generation, subject to the limits in the Terms) applies to every Co-Branded Report. Co-branding does not extend, broaden, or modify that cap.

7.2. If the Firm or any End Client receives a subpoena, audit notice, examination request, deposition notice, or similar legal demand referencing a Co-Branded Report, CostSegX’s only obligation is the limited audit support described in the Terms. CostSegX is not the Firm’s expert witness, is not the End Client’s representative, and will not appear before the IRS, any state revenue department, any court, or any regulator on the Firm’s or the End Client’s behalf.

8. Data Handling and End-Client Consent

8.1. End-Client data the Firm enters into CostSegX (including via any invited-client flow) is processed under the CostSegX Privacy Policy. The Firm acknowledges that it has read the Privacy Policy and accepts it on its own behalf.

8.2. The Firm represents and warrants that it has obtained all consents, authorizations, and disclosures required under applicable law (including state privacy laws, the CCPA/CPRA, and any sector-specific rules) before submitting any End-Client data to CostSegX.

8.3. The Firm shall not submit data of any individual or entity for whom the Firm lacks a current engagement or a comparable lawful basis.

9. Indemnification by the Firm

9.1. In addition to Section 2.3, the Firm shall defend, indemnify, and hold harmless CostSegX and its officers, employees, and contractors against any third-party claim, demand, action, proceeding, loss, judgment, or settlement (including reasonable attorneys’ fees and defense costs) brought by an End Client, an End Client’s tax authority, regulator, lender, successor, assign, or any other person, arising out of or relating to:

(a) the Firm’s distribution, delivery, or transmittal of any Co-Branded Report;

(b) any advice, opinion, recommendation, or representation the Firm gave in connection with a Co-Branded Report;

(d) the Firm’s engagement, fee arrangement, or other dealings with an End Client;

(e) the Firm’s professional licensing status, professional misconduct, or violation of any professional conduct rule; or

(f) the Firm’s breach of this Addendum.

9.2. CostSegX shall promptly notify the Firm of any such claim, give the Firm reasonable control of the defense (with counsel reasonably acceptable to CostSegX), and reasonably cooperate in the defense at the Firm’s expense. The Firm shall not settle any claim that imposes any obligation, admission, or restriction on CostSegX without CostSegX’s prior written consent.

10. Termination and Revocation of White-Label

10.1. CostSegX may revoke the Firm’s white-label / co-branding privileges at any time, with or without cause, by written notice (email is sufficient). CostSegX shall revoke promptly in any of the following cases:

(a) the Firm’s material breach of this Addendum;

(b) a credible third-party intellectual-property claim against any uploaded Brand Asset;

(d) the Firm’s misrepresentation of its relationship with CostSegX.

10.2. Upon revocation, future reports will render unbranded (CostSegX default). Revocation does not refund any fees previously paid, does not invalidate previously generated Co-Branded Reports, and does not relieve the Firm of any responsibility under Sections 2, 3, 5, 8, 9, or 11 with respect to those previously generated reports.

10.3. The Firm may discontinue co-branding at any time through the Firm’s workspace settings.

11. Survival

The following provisions survive termination of this Addendum, the Terms, or the Firm’s CostSegX subscription, indefinitely and without time limit: Sections 2 (Brand Assets — Warranty and Indemnity), 3 (Co-Branded Reports — Issuer Responsibility), 4 (Limited Trademark License), 5 (Pass-Through), 7 (Audit Support), 8 (Data Handling), 9 (Indemnification), 11 (Survival), and 12 (Governing Law and Dispute Resolution).

12. Governing Law and Dispute Resolution

12.1. This Addendum is governed by the law specified in the Terms.

12.2. Any dispute arising under or relating to this Addendum is subject to the mandatory arbitration clause and class-action waiver in the Terms. The Firm and CostSegX each waive the right to a jury trial and the right to participate in any class, collective, or representative proceeding.

13. Relationship to the Terms and Privacy Policy

13.1. This Addendum supplements, and does not replace, the Terms and the Privacy Policy.

13.2. If a conflict exists between this Addendum and the Terms, this Addendum controls for matters specific to white-labeling, co-branding, Brand Assets, and Co-Branded Reports. The Terms control for everything else.

14. Acceptance and Versioning

14.1. The Firm accepts this Addendum by checking the acceptance box during firm-workspace creation or when first enabling a co-branding feature. CostSegX records the accepted version, the timestamp, and the user ID of the accepter.

14.2. CostSegX may update this Addendum from time to time. Material changes (changes to indemnification, scope, license grants, or termination rights) require the Firm to re-accept the new version before continuing to use white-label features. Non-material changes (typos, formatting, clarifications that do not alter the parties’ substantive rights or obligations) take effect upon posting and do not require re-acceptance.