This Full Service Bookkeeping Agreement (this “Agreement”) is a binding contract between Dappr Technologies, Inc. (“Dappr,” “we,” “us,” or “our”) and you (“you” or “Customer”). You accept and agree to be bound by this Agreement by (a) clicking a button or checking a box indicating acceptance (such as “Select plan,” “Subscribe,” “I agree,” or similar), (b) purchasing, activating, or using Dappr’s Full Service Bookkeeping service, or (c) otherwise indicating assent to this Agreement through the Dappr platform (each, an “Acceptance”). If you do not agree to this Agreement, you may not purchase, activate, or use Full Service Bookkeeping.

You agree that your Acceptance and any related acknowledgments, consents, notices, and other communications may be provided and maintained electronically. Your Acceptance constitutes your electronic signature, and you agree that it has the same legal effect as a handwritten signature. You may print or save a copy of this Agreement for your records.

If you are accepting this Agreement on behalf of a business, organization, or other entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. In that case, “Customer” and “you” refer to that entity, and you agree to this Agreement on its behalf. If you do not have such authority, you may not accept this Agreement or use Full Service Bookkeeping.

You represent and warrant that you are at least 18 years old and are legally capable of entering into a binding contract.

This Agreement becomes effective on the date of Acceptance (the “Effective Date”) and will remain in effect until terminated in accordance with this Agreement.

This Agreement governs only Dappr’s Full Service Bookkeeping service (“Full Service Bookkeeping”). Dappr’s Terms of Use and Privacy Policy, as made available at dappr.com/legal (as updated from time to time, the “General Terms”), are incorporated into this Agreement by reference and apply to your use of Full Service Bookkeeping except as expressly modified by this Agreement.

For purposes of the General Terms, this Agreement is a “Service-Specific Agreement” and “Additional Terms” applicable to Full Service Bookkeeping. You acknowledge that Full Service Bookkeeping is part of Dappr’s broader platform and that the General Terms include provisions that apply across Dappr’s services (for example, account requirements, acceptable use, dispute resolution, and related matters), unless modified by this Agreement for Full Service Bookkeeping.

If there is any conflict or inconsistency between this Agreement and the Terms of Use, this Agreement will control solely with respect to Full Service Bookkeeping and only to the extent of the conflict. The Privacy Policy will control with respect to the collection, use, processing, and disclosure of personal information, except that this Agreement may grant service-specific permissions and authorizations that are consistent with the Privacy Policy and applicable law. The General Terms will otherwise remain in full force and effect.

Your use of other Dappr services may be subject to additional service-specific terms, partner terms, or order documents. This Agreement does not modify or override those terms except to the extent they expressly reference and modify Full Service Bookkeeping.

Capitalized terms used but not defined in this Agreement have the meanings given to them in the General Terms, unless the context requires otherwise.

For purposes of this Agreement, the following definitions apply. Capitalized terms used but not defined in this Agreement have the meanings given in the General Terms (as defined in Section 2).

“Account Connector” means a third-party integration or connectivity service used to connect financial accounts to Dappr (for example, Plaid or a similar provider).

“Annual Plan” means a Full Service Bookkeeping subscription billed annually for a 12-month term.

“Billing Period” means, as applicable, the monthly billing cycle for a Monthly Plan or the annual billing cycle for an Annual Plan.

“Bookkeeper” means the individual(s) assigned by Dappr to perform Full Service Bookkeeping for the Customer. A Bookkeeper may be a Dappr employee or a contractor engaged by Dappr.

“Business Day” means a day other than a Saturday, Sunday, or U.S. federal holiday observed in California.

“Catch-Up Month” means a calendar month for which bookkeeping work is incomplete in Dappr Accounting and that is within the scope of Catch-Up Services.

“Catch-Up Services” means services to bring the Customer’s books current for prior periods, including (as applicable) months in the Current Tax Year and up to the five (5) previous Tax Years, subject to the terms of this Agreement.

“Connected Account” means a Reconcilable Account that is connected to Dappr through an Account Connector (or another Dappr-supported electronic integration) such that transaction activity is imported electronically.

“Current Tax Year” means the Customer’s tax year that includes the Effective Date (or, if Catch-Up Services are ordered later, the Customer’s tax year in progress as of the date Catch-Up Services are ordered), as determined based on the Customer’s settings in Dappr Accounting or otherwise reasonably determined by Dappr.

“Customer Data” means information, records, documents, statements, receipts, notes, files, and other data that the Customer (or its authorized users) provides to Dappr or makes available through the Dappr platform in connection with Full Service Bookkeeping, including data in Connected Accounts and Statements provided to Dappr.

“Dappr Account” means the Customer’s account on the Dappr platform.

“Dappr Accounting” means Dappr’s accounting and bookkeeping software features made available through the Dappr platform.

“Financial Statements” means standard financial statements derived from the books and records maintained in Dappr Accounting, which may include an income statement (profit and loss), balance sheet, and other customary reports.

“Full Service Bookkeeping” means Dappr’s subscription bookkeeping service described in this Agreement, which may include assigning a Bookkeeper and performing ongoing categorization, reconciliation, and reporting, subject to the terms and limits of this Agreement and the Customer’s selected Plan and Tier.

“Monthly Plan” means a Full Service Bookkeeping subscription billed month-to-month.

“Operational Expenses” means the Customer’s recurring and ordinary operating expenses associated with running the business, as reflected on the income statement (profit and loss) in Dappr Accounting (or as otherwise reasonably determined by Dappr based on available data). Operational Expenses exclude large, one-time asset purchases that are capitalized rather than expensed (for example, major equipment purchases).

“Order Details” means the Plan type (Monthly Plan or Annual Plan), Tier, pricing, and any service selections presented to the Customer at the time the Customer purchases or activates Full Service Bookkeeping through the Dappr platform.

“Quarter” means a calendar quarter ending on March 31, June 30, September 30, or December 31.

“Reconcilable Account” means an account or source of transactions that can be reconciled against an account statement or equivalent record, including a bank account, credit card account, or payment processor account (and similar accounts) used for the business.

“Reconciliation” means the process of matching and substantiating activity recorded in Dappr Accounting to a Statement and/or Connected Account transaction data, and identifying and resolving discrepancies based on information reasonably available to Dappr.

“Requested Information” means information or materials Dappr or the Bookkeeper reasonably requests from the Customer to perform Full Service Bookkeeping, such as statements, receipts, invoices, contracts, explanations, memos, categorization guidance, or other supporting documentation.

“Reports” means the Financial Statements and other reports produced from Dappr Accounting in connection with Full Service Bookkeeping, including Tax-Ready Reports.

“Statement” means a periodic account statement (typically monthly) or equivalent record issued by a financial institution or service provider for a Reconcilable Account.

“Tax-Ready Reports” means Reports prepared from the books and records maintained in Dappr Accounting that are intended to help the Customer and its tax preparer prepare tax filings. Tax-Ready Reports do not include preparation or filing of tax returns.

“Tax Year” means the Customer’s tax year for U.S. federal income tax purposes (or, if applicable, another tax year the Customer uses consistently for reporting), as reflected in the Customer’s settings in Dappr Accounting or otherwise reasonably determined by Dappr.

“Tier” means the pricing tier applicable to Full Service Bookkeeping based on the Customer’s Operational Expenses, as presented through the Dappr platform and described in this Agreement.

“Transaction” means an individual financial activity item recorded in Dappr Accounting (including entries imported from a Connected Account and entries recorded manually), such as income, expense, transfer, or journal entry line items.

Full Service Bookkeeping is a subscription service under which Dappr provides ongoing bookkeeping support for the Customer within Dappr Accounting. The service is intended to help keep the Customer’s books accurate, organized, and up to date by performing routine bookkeeping tasks (such as transaction review, categorization, reconciliations, and reporting) based on information available to Dappr through the Dappr platform and any Customer-provided materials.

As part of Full Service Bookkeeping, Dappr will assign a Bookkeeper to the Customer. The Bookkeeper may be supported by other Dappr personnel and may change over time (for example, due to availability, workload balancing, quality control, or operational needs). The Bookkeeper will communicate with the Customer through the Dappr platform and/or other Dappr-supported channels.

Full Service Bookkeeping is performed only in connection with Dappr Accounting. Dappr Accounting will serve as the system of record for the bookkeeping work performed under this Agreement, including transaction categorizations, reconciliations, journal entries, and Reports.

Full Service Bookkeeping may result in updated books in Dappr Accounting and the preparation of Reports, including Tax-Ready Reports, subject to the Customer’s selected Plan and Tier and the terms of this Agreement. The specific services included and applicable limits are described in Sections 5 and 6.

Dappr’s ability to perform Full Service Bookkeeping depends on the Customer timely providing Requested Information and maintaining account access and connectivity as required (including providing Statements and/or maintaining Connected Accounts). Delays or incomplete information may impact completion timelines and deliverables. Customer responsibilities are described in Section 8.

Full Service Bookkeeping is limited to the services described in this Agreement and the Customer’s Order Details. Any services outside the included scope (including, where offered, catch-up work, migrations, or other add-on services) are subject to this Agreement and any additional terms, pricing, or written confirmations provided through the Dappr platform.

During an active Full Service Bookkeeping subscription, Dappr will provide the following bookkeeping services within Dappr Accounting, subject to the Customer’s selected Plan and Tier and the terms of this Agreement:

(a) Transaction Review and Categorization. Reviewing and categorizing Transactions using information available in Dappr Accounting, Connected Accounts, and any Customer-provided documentation or notes.

(b) Reconciliations. Performing Reconciliations for Reconcilable Accounts based on Statements and/or Connected Account data, and making reasonable follow-up requests for Requested Information needed to complete Reconciliations.

(c) Journal Entries and Book Adjustments. Recording journal entries and other bookkeeping adjustments that are reasonably necessary to reflect business activity in Dappr Accounting (for example, corrections, reclassifications, and other bookkeeping entries), based on information reasonably available to Dappr.

Full Service Bookkeeping includes support for up to ten (10) Reconcilable Accounts at any given time (the “Included Accounts”). Reconcilable Accounts may include bank accounts, credit cards, and payment processor accounts (and similar accounts) used for the business.

Full Service Bookkeeping includes preparation of Tax-Ready Reports and other Reports derived from the Customer’s books in Dappr Accounting, including Financial Statements. The timing and cadence for Reports are described in Section 11.

Full Service Bookkeeping includes:

(a) Direct Communication. Email and chat access with the Customer’s assigned Bookkeeper (or Dappr personnel supporting the Bookkeeper) through Dappr-supported channels.

(b) Response Target. Replies to Customer inquiries within one (1) Business Day, subject to Section 11 (Timing and Service Levels) and to the extent the Customer’s inquiry includes sufficient context and documentation for Dappr to respond meaningfully.

Full Service Bookkeeping includes the services described in this Section 5 only while the Customer maintains an active Full Service Bookkeeping subscription and remains in good standing. Services not expressly included (including Catch-Up Services and migrations from other accounting systems) are addressed in other sections of this Agreement and may require additional fees or a separate quote.

Full Service Bookkeeping includes support for up to ten (10) Included Accounts (as defined in Section 5.2). If the Customer exceeds the Included Accounts limit, Dappr may, in its discretion, (a) require the Customer to reduce the number of Reconcilable Accounts covered under Full Service Bookkeeping, (b) require a change to the Customer’s Tier or subscription, (c) offer coverage for additional accounts for an additional fee, or (d) decline to support additional accounts.

Full Service Bookkeeping depends on the Customer providing timely and accurate information and maintaining access to the Customer’s financial accounts and records. Without limiting Section 8:

(a) Statements and Supporting Records. Dappr may be unable to complete Reconciliations or other work for any period for which Statements or other Requested Information are not provided in a timely manner.

(b) Account Connectivity. If a Connected Account becomes disconnected, incomplete, delayed, or otherwise unavailable through an Account Connector or other integration, Dappr may rely on Statements and other records provided by the Customer. Dappr is not responsible for the availability, accuracy, or performance of third-party connectivity providers.

(c) Incomplete or Unclear Transactions. If Transactions lack sufficient detail or support, Dappr may request additional context, categorize based on reasonable assumptions, or defer completion until Requested Information is provided.

Full Service Bookkeeping does not include, and Dappr will not assume, any authority to initiate or approve transfers, payments, withdrawals, or other movement of funds from the Customer’s financial accounts. Dappr’s role under this Agreement is limited to bookkeeping support and administrative access and communications as described in this Agreement. Nothing in this Agreement grants Dappr (or the Bookkeeper) signing authority on behalf of the Customer.

Unless expressly agreed by Dappr in writing (including through Order Details or a separate quote), Full Service Bookkeeping does not include:

(a) Tax Return Preparation or Filing. Preparation, signing, or filing of federal, state, or local tax returns (business or personal), or representing the Customer before any tax authority.

(b) Legal Services. Legal advice, legal representation, or preparation of legal opinions.

(c) Assurance Services. Any audit, review, compilation, attestation, assurance engagement, or similar service, and any certification that the Customer’s books or Reports comply with GAAP or any other standard.

(d) Controller/CFO Services. Financial planning, forecasting, valuation, fundraising support, debt covenant compliance certifications, or management advisory services beyond routine bookkeeping tasks.

(e) Non-Dappr Accounting Systems. Bookkeeping performed in third-party accounting software. Full Service Bookkeeping is provided only within Dappr Accounting. Any migration from another accounting system is addressed separately (see Section 15).

(f) Catch-Up Work Outside Scope. Any catch-up, cleanup, or historical work beyond what is included in the active subscription or expressly ordered under Section 14.

Reports, including Tax-Ready Reports and Financial Statements, are generated from the books and records maintained in Dappr Accounting based on information available to Dappr. Reports may be incomplete or delayed if the Customer has not provided Statements, documentation, or other Requested Information needed to complete the underlying bookkeeping work.

Bookkeeping involves professional judgment and classification decisions based on available information. While Dappr will apply reasonable processes consistent with the service described in this Agreement, Dappr does not guarantee that any categorization, journal entry, or Report will meet any particular tax position, lender requirement, investor requirement, regulatory requirement, or other external standard. The Customer is responsible for reviewing its books and consulting appropriate professionals as needed.

To begin Full Service Bookkeeping, the Customer must complete Dappr’s onboarding flow and provide the information reasonably requested by Dappr to perform the service. Onboarding may include, without limitation:

(a) completing a short onboarding form through the Dappr platform;

(b) identifying the Reconcilable Accounts to be covered under the service (up to the Included Accounts limit);

(c) connecting financial institution accounts through an Account Connector (such as Plaid) or other Dappr-supported integration, and/or providing Statements as needed; and

(d) providing any initial Requested Information needed to begin bookkeeping work (for example, supporting documentation, notes regarding unusual Transactions, or clarifications regarding business activity).

The Customer is responsible for connecting and maintaining connectivity for any Connected Accounts and for providing Statements for any Reconcilable Accounts that are not Connected Accounts or for periods where connectivity is incomplete or unavailable. Dappr may rely on data made available through Account Connectors and on Statements and other materials provided by the Customer. Dappr is not responsible for the availability, accuracy, or performance of any Account Connector or other third-party integration.

Shortly after onboarding is submitted, Dappr will assign a Bookkeeper and/or supporting personnel. The Bookkeeper may introduce themselves through Dappr-supported communication channels and may request additional information that is missing or needed to proceed, including information required to complete Reconciliations or to clarify Transactions.

If the Customer has been using Dappr Accounting prior to purchasing Full Service Bookkeeping, the Bookkeeper may conduct an initial review of the Customer’s existing records for the Current Tax Year, including review of previously categorized Transactions in that period. This review is intended to identify items that reasonably require clarification, correction, or additional documentation for bookkeeping purposes.

If, during onboarding or the initial review, Dappr identifies items that appear to require Customer action (for example, missing Statements, disconnected accounts, incomplete documentation, or apparent inconsistencies in records), Dappr may notify the Customer and request clarification or supporting materials. Any such notifications are provided for bookkeeping and operational purposes only and do not constitute tax advice, legal advice, or a determination of the Customer’s compliance with any law or regulation.

Full Service Bookkeeping work begins when Dappr has sufficient access and information to perform the service, which may require completion of onboarding, connectivity to relevant accounts and/or receipt of Statements, and receipt of Requested Information. If the Customer does not provide required access or information in a timely manner, Dappr’s work and any timing estimates under this Agreement may be delayed.

Full Service Bookkeeping is provided only in Dappr Accounting. If the Customer previously used another accounting system, the Customer must migrate to Dappr Accounting before Full Service Bookkeeping can be performed for historical periods maintained in that other system. Migration options and related fees are addressed in Section 15.

The Customer is responsible for providing the access, information, and cooperation reasonably necessary for Dappr to perform Full Service Bookkeeping. Full Service Bookkeeping is dependent on timely Customer inputs. The Customer acknowledges that delays, incomplete information, or loss of access may delay or prevent completion of bookkeeping work, Reconciliations, and Reports.

The Customer will provide information that is complete, accurate, and not misleading, including any Statements, documentation, and explanations requested by Dappr or the Bookkeeper. The Customer is responsible for the accuracy of the underlying source information (including Statements and third-party reports) and for promptly correcting any information previously provided that becomes inaccurate.

(a) Monthly Statements. If any Reconcilable Account is not a Connected Account (or if connectivity is incomplete or unavailable), the Customer will provide Statements and other reasonably requested records for that account on a monthly basis (or at such other cadence as reasonably required to perform the service).

(b) Maintain Connectivity. For Connected Accounts, the Customer is responsible for connecting and maintaining connectivity through an Account Connector (or other Dappr-supported integration), including completing any re-authentication steps when required.

(c) Add New Accounts Promptly. The Customer is responsible for adding Reconcilable Accounts as they are opened and ensuring Dappr has access to the accounts to be included within the service (subject to the Included Accounts limit and other limits in this Agreement).

The Customer will provide Requested Information in a timely manner, including receipts, invoices, contracts, memos, and explanations reasonably needed to categorize Transactions and complete Reconciliations. The Customer may provide notes and attachments directly within Dappr Accounting on an ongoing basis and acknowledges that doing so may reduce delays and the need for follow-up questions.

When Dappr or the Bookkeeper requests clarification or supporting materials, the Customer will respond within a reasonable time. The Customer acknowledges that Dappr may be unable to complete work for a period (including completing a Reconciliation or preparing Reports for that period) until Requested Information is provided.

The Customer is responsible for reviewing its books and records in Dappr Accounting on an ongoing basis and for promptly notifying Dappr if the Customer believes a Transaction has been miscategorized, a Reconciliation is incorrect, a journal entry is inappropriate, or information is missing. The Customer remains responsible for its financial management decisions, tax filings, and compliance obligations, and should consult its own tax advisor or CPA as appropriate.

The Customer is responsible for ensuring that key accounting settings reflected in Dappr Accounting (including, as applicable, the Customer’s accounting basis and tax year) are accurate. If the Customer becomes aware that such settings are inaccurate, the Customer must notify Dappr promptly. The Customer acknowledges that changing these settings after bookkeeping work begins may not be possible or may require additional work, and may impact the Customer’s books and Reports.

The Customer represents and warrants that it has all rights and permissions necessary to provide Customer Data to Dappr and to authorize Dappr to access Customer Data from Connected Accounts and to use Customer Data to perform Full Service Bookkeeping in accordance with this Agreement.

The Customer will not request or instruct Dappr or the Bookkeeper to record Transactions, create entries, omit information, or take any action that would violate applicable law or that is fraudulent or misleading. Dappr may refuse any request that it reasonably believes is unlawful, improper, or inconsistent with this Agreement.

If the Customer fails to perform its responsibilities under this Section 8, Dappr may, as applicable and in its discretion, (a) pause or defer work for the affected period(s), (b) complete work based on reasonable assumptions and available information, (c) exclude certain accounts or periods from current work until information is provided, and/or (d) treat the resulting delays or incomplete deliverables as caused by the Customer for purposes of any service levels described in this Agreement.

To enable Dappr to perform Full Service Bookkeeping, the Customer authorizes Dappr and the Bookkeeper to access Customer Data related to the Customer’s Reconcilable Accounts, including Transaction data and Statements, solely to provide the services described in this Agreement. This authorization includes permission to (a) retrieve account activity made available through Connected Accounts, (b) receive and review Statements and other records the Customer provides, and (c) use such information to perform Transaction review, categorization, Reconciliations, and reporting in Dappr Accounting.

The Customer acknowledges and agrees that Dappr may access information related to Reconcilable Accounts through one or more of the following methods, as applicable:

(a) Connected Accounts. Through an Account Connector or other Dappr-supported integration authorized by the Customer.

(b) Customer-Provided Records. Through Statements, exports, receipts, and other records provided by the Customer.

(c) Other Reasonable Means. Other reasonable means the Customer enables for record access consistent with this Agreement and the General Terms, including any forms or authorizations the Customer reasonably must execute for Dappr to obtain records on the Customer’s behalf.

The Customer authorizes Dappr and the Bookkeeper to communicate with the Customer’s financial institutions, payment processors, and other financial service providers regarding the Customer’s Reconcilable Accounts solely for administrative and record-gathering purposes, including to:

(a) request or confirm Statements or other records;

(b) request clarification regarding account record availability or formatting; and

(c) address technical or administrative issues related to connectivity through an Account Connector or similar integration.

The Customer acknowledges that such communications may require Dappr to provide account identifiers or other information reasonably necessary to identify the relevant account(s) and request records. Dappr may require the Customer to participate in, approve, or directly complete certain steps required by the institution or service provider.

Notwithstanding anything else in this Agreement, Dappr and the Bookkeeper are not authorized to (a) initiate, approve, or execute payments, transfers, withdrawals, or other movement of funds, (b) open, close, or modify the Customer’s financial accounts, (c) sign agreements or legal documents on the Customer’s behalf, or (d) act as the Customer’s agent for any purpose other than obtaining records and information as expressly permitted by this Section 9.

The Customer is responsible for maintaining the confidentiality of the Customer’s credentials and account access information. The Customer should not share usernames, passwords, multi-factor authentication codes, or other sensitive login credentials with Dappr or the Bookkeeper. Dappr may rely on Account Connectors, Customer-provided records, and other approved methods described in Section 9.2. The Customer acknowledges that sharing credentials may violate the Customer’s agreements with third-party institutions and may create security risks.

The Customer acknowledges that Dappr does not control third-party financial institutions, payment processors, or Account Connectors and is not responsible for their availability, performance, data accuracy, or data completeness. If information is unavailable, delayed, or incomplete through a Connected Account, Dappr may request Statements or other records from the Customer and may be unable to complete work for the affected period(s) until sufficient information is provided.

The Customer may revoke the authorization in this Section 9 by disconnecting Connected Accounts and/or by providing written notice to Dappr through Dappr-supported support channels. Revocation (or loss of access) will prevent Dappr from performing some or all of Full Service Bookkeeping and may result in delays, suspension of work for affected accounts or periods, or inability to complete Reconciliations or Reports. Revocation does not relieve the Customer of payment obligations accrued prior to the effective date of revocation or of other obligations under this Agreement.

Dappr’s collection and use of Customer Data in connection with Full Service Bookkeeping is governed by this Agreement and the General Terms, including the Privacy Policy incorporated by reference. Dappr will use Customer Data to provide the service and to operate and improve the Dappr platform as described in the General Terms and Privacy Policy.

Dappr will perform Full Service Bookkeeping by updating the Customer’s books within Dappr Accounting based on information reasonably available to Dappr, including Connected Account data, Statements, and Customer-provided documentation and notes. Bookkeeping work may be performed on a rolling basis throughout a period and is not dependent on a single “month-end” event, except where completion of a Reconciliation or a Report requires a Statement or other Requested Information.

Dappr may review and categorize Transactions using information available in Dappr Accounting, including any descriptions imported from Connected Accounts and any notes or attachments provided by the Customer. Where a Transaction lacks sufficient detail to be categorized confidently, Dappr may (a) request Requested Information, (b) categorize based on reasonable assumptions consistent with typical bookkeeping practices, and/or (c) defer final treatment pending Customer clarification.

For each Reconcilable Account included in the service, Dappr may perform Reconciliations using Statements and/or Connected Account data. The Customer acknowledges that completing a Reconciliation may require Requested Information (for example, missing Statements, receipts, invoices, or explanations for unusual Transactions). Timing expectations for initial review and completion of Reconciliations are described in Section 11 and are dependent on Customer responsiveness and record availability.

As part of Full Service Bookkeeping, Dappr may record journal entries and other bookkeeping adjustments in Dappr Accounting that Dappr reasonably determines are appropriate to reflect business activity based on available information (including corrections, reclassifications, and reconciliation-related adjustments). Dappr is not required to obtain the Customer’s advance approval before recording such entries. The Customer remains responsible for reviewing its books and raising concerns as described in Section 10.6.

Dappr or the Bookkeeper may request Requested Information at any time. The Customer’s obligation to provide Requested Information and maintain access is described in Section 8. If Requested Information is not provided in a timely manner, Dappr may be unable to complete bookkeeping work for the affected accounts or periods, may defer completion of Reconciliations and Reports, and may rely on reasonable assumptions where appropriate.

The Customer has continuous access to its books in Dappr Accounting and is responsible for reviewing its books on an ongoing basis. If the Customer believes any Transaction has been miscategorized, a Reconciliation is incomplete or incorrect, or a journal entry or other adjustment is inaccurate or inappropriate, the Customer must notify Dappr promptly and provide sufficient context to evaluate the concern. The Customer acknowledges that delays in reporting issues may increase the time and effort required to correct them.

If the Customer timely identifies an issue and provides sufficient supporting information, Dappr will use commercially reasonable efforts to correct the issue within Dappr Accounting. If the Customer requests changes that are inconsistent with typical bookkeeping practices, are unsupported by available records, or are outside the scope of Full Service Bookkeeping, Dappr may (a) request additional documentation, (b) recommend the Customer consult a CPA or tax advisor, (c) decline the requested change, and/or (d) offer to perform additional work under a separate quote or add-on service, if available.

The Customer acknowledges that Dappr Accounting may maintain a record of changes, notes, attachments, and other information associated with Transactions and bookkeeping work. Dappr may rely on such records to perform Full Service Bookkeeping, respond to Customer questions, and support quality control.

Any timeframes described in this Agreement are operational targets, not guarantees. Timeframes may vary based on (a) the completeness and timeliness of Customer-provided information, (b) availability and quality of data from Connected Accounts and third-party providers, (c) the volume and complexity of Transactions, (d) timing of Statements and other records, and (e) platform availability and other operational factors. Dappr does not provide service credits, refunds, or other remedies for delays in completing bookkeeping work or delivering Reports, except as required by applicable law or expressly stated in this Agreement.

For Reconcilable Accounts that require Statements (including where a Connected Account is unavailable or incomplete), Dappr will generally conduct an initial review of a Statement within ten (10) Business Days after Dappr receives the Statement for that period and has sufficient access and information to review it. As part of the initial review, Dappr may request Requested Information needed to categorize Transactions or complete a Reconciliation.

For Connected Accounts, Dappr will generally complete an initial review of each imported Transaction within twenty (20) Business Days after the Transaction becomes available in Dappr Accounting through the applicable integration. The Customer may add notes and attachments to Transactions on a continuous basis through Dappr Accounting, and Dappr may request clarification or additional documentation where needed to finalize treatment of a Transaction or complete a Reconciliation.

Once Dappr has requested Requested Information for an account period and the Customer has provided the Requested Information reasonably needed to proceed (including any applicable Statements for that period), Dappr will generally complete the Reconciliation for the affected period within ten (10) Business Days. If additional questions arise based on newly provided information, Dappr may make additional reasonable requests, and the completion timeline will be extended accordingly.

Reports (including Financial Statements and Tax-Ready Reports) are prepared on a quarterly basis and are generally completed by the end of the first month following the end of the Quarter, subject to completion of the underlying bookkeeping work and the Customer having provided any Requested Information needed for that Quarter. If bookkeeping work for a Quarter cannot be completed due to missing Statements, disconnected accounts, or missing Requested Information, Reports may be delayed or may reflect incomplete information.

Dappr’s response target for Customer inquiries is described in Section 5.4. Response times may vary depending on the complexity of the request and whether the Customer provides sufficient context and documentation.

If the Customer does not provide Statements, maintain account connectivity, or provide Requested Information in a timely manner, Dappr’s ability to meet the timing targets in this Section 11 will be delayed, and the applicable timeframes will be measured from the date Dappr receives sufficient access and information to proceed.

Timing targets in this Section 11 apply to ongoing Full Service Bookkeeping for current periods. Catch-Up Services and migrations from other accounting systems may require additional time and are addressed in Sections 14 and 15. Dappr may provide estimated timelines for such work through the Dappr platform or a separate written communication, which are estimates only unless expressly stated otherwise.

Dappr supports both cash basis and accrual basis bookkeeping for Full Service Bookkeeping (the “Accounting Basis”). The Accounting Basis used for the Customer’s books is the Accounting Basis reflected in the Customer’s Dappr Accounting settings as of the Effective Date (or, if Full Service Bookkeeping is activated later, as of the activation date).

Because the Accounting Basis may be established during prior onboarding steps (including through governing document settings and/or configuration within Dappr Accounting), the Customer is responsible for confirming that the Accounting Basis shown in Dappr Accounting is accurate at the time the Customer purchases or activates Full Service Bookkeeping. If the Accounting Basis in Dappr Accounting is inaccurate, the Customer must notify Dappr promptly (and in any event, as soon as practicable after activation) through Dappr-supported support channels.

After Full Service Bookkeeping has begun, the Accounting Basis generally may not be changed. Any change request is subject to Dappr’s review and discretion and may require (a) additional Customer information, (b) restatement or rework of prior periods, and/or (c) additional fees. If Dappr agrees to assist with an Accounting Basis change, Dappr may provide a separate quote or specify additional terms for that work through the Dappr platform.

Dappr will apply commercially reasonable bookkeeping practices intended to keep the Customer’s books organized and usable for reporting purposes. Dappr may generally follow GAAP-based practices where practical, but the Customer acknowledges that (a) Dappr does not guarantee GAAP compliance, (b) certain entries may be based on reasonable assumptions where information is incomplete, and (c) Dappr may apply standardized approaches within Dappr Accounting to promote consistency across accounts and periods.

Bookkeeping involves professional judgment and classification decisions. Dappr may establish or apply conventions within Dappr Accounting (including chart of accounts structure, categories, and standard treatments) and may also consider Customer-provided preferences or documentation where reasonable. The Customer acknowledges that certain treatments (for example, capitalization versus expensing, allocation across categories, and timing of recognition) may depend on the Accounting Basis and on the information the Customer provides.

The Customer acknowledges that the Bookkeeper may not be a certified public accountant (“CPA”) and that Full Service Bookkeeping is not an audit, review, compilation, attestation, or other assurance engagement. Dappr does not certify or verify that the Customer’s books or Reports comply with GAAP, tax rules, lender requirements, investor requirements, or any other external standard.

Dappr’s role under this Agreement is limited to bookkeeping support and preparing Tax-Ready Reports derived from Dappr Accounting. The Customer is responsible for tax filings, elections, and positions and should consult a qualified CPA or tax advisor regarding tax treatment, elections, and compliance. If the Customer is subject to audit, regulatory requirements, lender covenants, investor reporting requirements, or other heightened standards, the Customer should consult a CPA or other qualified professional to evaluate whether additional accounting policies, controls, or procedures are necessary.

Dappr’s bookkeeping work is performed based on Customer Data and other information reasonably available to Dappr (including Connected Account data and Statements). If Customer Data is incomplete, inaccurate, or delayed, the Customer acknowledges that Dappr’s ability to apply the intended Accounting Basis and practices may be impacted, and resulting books and Reports may be delayed or incomplete.

Full Service Bookkeeping fees are based on the Customer’s Tier and selected plan type (Monthly Plan or Annual Plan). The applicable Tier, fees, and billing cadence are shown in the Customer’s Order Details at the time the Customer purchases or activates Full Service Bookkeeping and may be presented as expense-volume ranges (for example, “Up to $5k,” “$5k–$10k,” etc.). Except as expressly provided in this Agreement, fees are charged in accordance with the General Terms and the Customer’s Order Details.

Dappr determines the Customer’s Tier based on the Customer’s Operational Expenses (as defined in Section 3), as reflected in Dappr Accounting and other Customer Data reasonably available to Dappr.

(a) Measurement Period. Dappr may evaluate Operational Expenses on a monthly basis (for example, by calendar month) and/or using other reasonable measurement periods or averaging methods to reflect the Customer’s expense volume.

(b) Excluded Items. Operational Expenses do not include large, one-time asset purchases that are properly treated as capital expenditures (for example, major equipment purchases) rather than operating expenses. If such purchases are recorded as operating expenses due to missing information or categorization issues, they may be included in the Tier calculation unless and until corrected based on supporting information reasonably provided by the Customer.

(c) Data Availability. If Dappr lacks sufficient data to calculate Operational Expenses (for example, due to disconnected accounts, missing Statements, or incomplete records), Dappr may rely on (i) the Customer’s selected expected expense range, (ii) reasonable estimates based on available records, and/or (iii) other information the Customer provides. Dappr may adjust the Tier once sufficient data becomes available.

If the Customer’s Operational Expenses increase such that the Customer’s expense volume falls into a higher Tier, Dappr may reassign the Customer to that higher Tier as follows:

(a) Monthly Plans. For a Monthly Plan, the higher Tier pricing will take effect starting with the next Billing Period after Dappr determines that the Customer has reached the higher Tier.

(b) Annual Plans. For an Annual Plan, Dappr will charge the prorated difference between the annual price of the Customer’s prior Tier and the annual price of the higher Tier for the remainder of the then-current annual term. This prorated charge will generally be assessed in the same month Dappr determines the Customer has reached the higher Tier.

(c) Proration Method. Unless otherwise stated in the Order Details, proration will be calculated on a time basis for the remaining portion of the then-current annual term (for example, by remaining days or remaining months), as reasonably determined by Dappr.

If the Customer’s Operational Expenses decrease, the Customer may request that Dappr review the Customer’s Tier. Any Tier decrease, if approved by Dappr, will be applied prospectively (for example, beginning with a future Billing Period or at renewal) and will not result in refunds or credits for prior periods except to the extent required by applicable law or expressly granted by Dappr in writing.

If the Customer believes Dappr has assigned an incorrect Tier, the Customer must notify Dappr promptly and provide reasonable supporting information. Dappr may request additional documentation to evaluate the request. Any adjustment approved by Dappr will be applied prospectively unless Dappr determines, in its discretion, that a retroactive adjustment is appropriate.

Dappr may modify Tier thresholds, pricing, and plan offerings for Full Service Bookkeeping from time to time. Any such changes will be communicated through the Dappr platform and/or reflected in updated Order Details and will apply prospectively (for example, starting with a future Billing Period or at renewal), except that Tier changes under Section 13.3 may apply during an active term as described above.

If the Customer’s bookkeeping is behind, Dappr may offer services to bring the Customer’s books current (“Catch-Up Services”). Catch-Up Services are optional, are not included in the standard Full Service Bookkeeping subscription unless expressly stated in the Customer’s Order Details, and are provided only within Dappr Accounting.

Subject to this Agreement and Dappr’s operational capacity, Catch-Up Services may include completing outstanding bookkeeping work for:

(a) Current Tax Year. All months in the Current Tax Year up to the most recent month for which Dappr has sufficient information to perform work (for example, through available Connected Account data and/or Statements).

(b) Prior Tax Years. Up to five (5) previous Tax Years, and the months within those years that are within scope and for which the Customer provides sufficient records.

Dappr may, in its discretion, decline to perform Catch-Up Services for any period if records are missing, incomplete, unreliable, or not reasonably obtainable, or if the work would require reconstruction beyond ordinary bookkeeping.

Catch-Up Services depend on the Customer providing, and continuing to provide, timely access and Requested Information for the applicable periods, including Statements and supporting documentation (receipts, invoices, and explanations) as reasonably requested by Dappr or the Bookkeeper. If accounts are not connected or connectivity is incomplete for the applicable periods, the Customer must provide Statements and other records for those periods.

Catch-Up Services are billed on a per-month basis for each Catch-Up Month within scope. Pricing is based on the Customer’s applicable Tier and “standard monthly rate,” as follows:

(a) Standard Monthly Rate. For Catch-Up Services, the “standard monthly rate” means the then-current monthly plan price for the Customer’s applicable Tier (regardless of whether the Customer is subscribed to a Monthly Plan or an Annual Plan), unless Dappr expressly states a different rate in the Customer’s Order Details or a written quote.

(b) Current Tax Year Catch-Up Months. Each Catch-Up Month in the Current Tax Year is billed at the standard monthly rate.

(c) Prior Tax Year Catch-Up Months. Catch-Up Months that fall within a prior Tax Year may be billed at a discounted rate relative to the standard monthly rate. Any discount (if offered) will be shown in the applicable Order Details or otherwise presented to the Customer through the Dappr platform before the Customer incurs the charge.

(d) Tier Changes. If the Customer’s Tier changes during the period Catch-Up Services are performed or billed, Catch-Up Month pricing may adjust accordingly based on the Tier in effect at the time the Catch-Up Month is billed (unless otherwise specified in the Order Details).

(e) Discounts May Change. Dappr may change, suspend, or discontinue discounts for Catch-Up Services at any time. Any such changes will apply prospectively and will not affect charges already incurred or expressly accepted by the Customer in applicable Order Details.

Catch-Up Services fees are in addition to any subscription fees for Full Service Bookkeeping. Dappr may bill Catch-Up Services (a) as Catch-Up Months are completed, (b) in installments, or (c) in advance, as presented through the Dappr platform or otherwise communicated in writing. Catch-Up Services may be paused or suspended if fees are overdue, consistent with this Agreement and the General Terms.

Dappr may provide estimated timelines for Catch-Up Services through the Dappr platform or in writing, but all timing is dependent on record availability, the volume and complexity of Transactions, and the Customer’s responsiveness. Catch-Up Services may be delayed if Requested Information is not provided promptly or if Statements and supporting documentation are incomplete.

Catch-Up Services do not include tax return preparation or filing, assurance services, or legal services, and remain subject to the exclusions and disclaimers in this Agreement (including Section 6 and Section 20). Catch-Up Services may require the Customer to migrate from another accounting system to Dappr Accounting if the Customer previously maintained books elsewhere (see Section 15).

If, during Catch-Up Services, Dappr determines that additional periods, accounts, or complexity are involved beyond what was initially requested or reasonably understood, Dappr may request Customer confirmation to proceed and may revise the scope, timeline, or pricing (including by issuing an updated quote) before continuing.

Full Service Bookkeeping is provided only in Dappr Accounting. If the Customer has been using any other accounting system (including spreadsheets or third-party accounting software) prior to activating Full Service Bookkeeping, the Customer must migrate its bookkeeping records to Dappr Accounting to receive Full Service Bookkeeping for those periods and to maintain a consistent system of record.

The Customer may migrate to Dappr Accounting on its own. The Customer is solely responsible for selecting the data to migrate, performing any exports, imports, mappings, and configuration, and verifying the accuracy and completeness of the migrated records.

Dappr may, in its discretion, offer migration assistance from another accounting system to Dappr Accounting (“Migration Services”). Migration Services, if offered, are not included in the Full Service Bookkeeping subscription and are provided only under a separate quote, Order Details, or written confirmation specifying scope, fees, and any assumptions or prerequisites.

To perform any Migration Services (or to enable Dappr to support the Customer’s customer-managed migration), the Customer must provide, in a timely manner, the information and access Dappr reasonably requests, which may include:

(a) exports from the Customer’s prior accounting system (including transaction detail, chart of accounts, journals, and trial balances);

(b) Statements and supporting documentation needed to substantiate balances and activity;

(c) clarification regarding accounting basis, tax year, opening balances, and how certain items were treated historically; and

(d) access to third-party systems or reports to validate data where appropriate.

If the Customer does not provide required information in a timely manner, Migration Services (and related Full Service Bookkeeping work) may be delayed or paused.

The Customer acknowledges that migrations between accounting systems may involve differences in data structures, categorizations, reporting, and available metadata. Accordingly:

(a) Dappr does not guarantee that all data from the prior system can be imported into Dappr Accounting in the same form or with the same level of detail.

(b) Certain items may require manual adjustment, reclassification, or reconstruction based on available records.

(c) Attachments, notes, historical audit trails, and other non-transaction metadata may not transfer completely or at all, depending on the prior system and the export formats available.

(d) Migration Services, if provided, are limited to the scope described in the applicable quote or Order Details.

Whether the migration is customer-managed or performed with Migration Services, the Customer is responsible for reviewing the migrated books in Dappr Accounting promptly after migration and for notifying Dappr of suspected inaccuracies or missing information. The Customer acknowledges that delays in identifying migration issues may increase the effort required to correct them.

Dappr may begin Full Service Bookkeeping for current periods while a historical migration is in progress, but Dappr is not required to perform Full Service Bookkeeping for any historical periods that remain in a prior system or for which sufficient records have not been migrated into Dappr Accounting. Dappr may, in its discretion, pause work for affected periods until migration prerequisites are met.

Migration may require the use of third-party tools or services (including export utilities, connectivity providers, or data transformation tools). Any such tools are subject to their own terms and availability. Dappr is not responsible for third-party tool performance, outages, or limitations, and may request that the Customer take certain steps directly with the third-party provider where required.

Fees for Full Service Bookkeeping are based on the Customer’s selected Plan and Tier and are charged as shown in the Customer’s Order Details. The Customer authorizes Dappr (and its payment processor(s)) to charge the Customer’s designated payment method for all amounts due in connection with Full Service Bookkeeping, including recurring subscription fees, Tier adjustments described in Section 13, and any additional fees the Customer incurs under this Agreement (including Catch-Up Services and Migration Services, if applicable).

(a) Monthly Plan. If the Customer purchases a Monthly Plan, subscription fees are billed monthly in advance (or as otherwise shown in the Order Details) for each Billing Period.

(b) Annual Plan. If the Customer purchases an Annual Plan, subscription fees are billed annually in advance (or as otherwise shown in the Order Details) for the then-current annual term.

(a) Automatic Renewal. Unless the Customer cancels in accordance with Section 16.4, Full Service Bookkeeping will automatically renew at the end of each Billing Period.

(b) Renewal Pricing. Renewal is at the then-current price for the Customer’s Plan and Tier (as may be updated from time to time), subject to Tier changes under Section 13 and any other pricing terms shown in the Order Details.

(a) How to Cancel. The Customer may cancel Full Service Bookkeeping through the Dappr platform or through Dappr-supported support channels.

(b) Effective Date of Cancellation. Cancellation takes effect at the end of the then-current Billing Period. The Customer will continue to have access to Full Service Bookkeeping through the end of the Billing Period, unless the service is suspended or terminated earlier in accordance with this Agreement or the General Terms.

(c) No Mid-Period Cancellation. The Customer may not cancel mid-Billing Period to avoid charges for the current Billing Period.

(d) Business Dissolution Not a Cancellation. Dissolution, winding down, suspension of operations, or other business shutdown is not, by itself, grounds for early termination or a basis for mid-term cancellation or refund. The Customer remains responsible for amounts due through the end of the then-current Billing Period (and, for an Annual Plan, through the end of the then-current annual term), unless Dappr expressly agrees otherwise in writing.

Except as required by applicable law or as expressly stated in a written agreement signed by Dappr (or expressly set out in the Customer’s Order Details for Full Service Bookkeeping), all fees paid or payable for Full Service Bookkeeping are non-refundable and non-creditable, and Dappr is under no obligation to provide refunds or credits for partial use of a Billing Period, unused time, or cancellation before the end of a Billing Period.

If any amount due for Full Service Bookkeeping is overdue (including subscription fees, Tier adjustment charges, or other fees incurred under this Agreement), Dappr may, in its discretion and without limiting any other rights or remedies:

(a) suspend or restrict Full Service Bookkeeping (including pausing bookkeeping work, Reconciliations, and Reports);

(b) restrict access to the Bookkeeper and/or support channels associated with Full Service Bookkeeping; and/or

(c) terminate Full Service Bookkeeping for cause.

Suspension or termination does not relieve the Customer of its obligation to pay all amounts due. Dappr may resume service after payment is brought current, but Dappr does not guarantee any particular timeline for resuming work or completing any work delayed due to nonpayment.

Billing, fees, chargebacks, payment disputes, and other payment-related terms in the General Terms apply to Full Service Bookkeeping except as modified by this Section 16. If there is a conflict between this Section 16 and the General Terms, this Section 16 controls solely with respect to Full Service Bookkeeping.

Full Service Bookkeeping is performed in Dappr Accounting and may involve creating, modifying, and organizing records in Dappr Accounting, including Transaction categorizations, Reconciliations, journal entries, attachments, notes, and Reports (collectively, “Books Data”). Books Data is generated from and depends on Customer Data and other information available to Dappr through the Dappr platform.

Dappr may access, use, process, and disclose Customer Data and Books Data to provide Full Service Bookkeeping, operate and improve the Dappr platform, and for other purposes permitted under this Agreement and the General Terms (including the Privacy Policy). Without limiting the foregoing, the Customer grants Dappr and its subcontractors a right to use Customer Data and Books Data for service delivery, support, quality control, troubleshooting, and product improvement, including training and improving automated categorization and bookkeeping-related features, in each case consistent with the Privacy Policy and applicable law.

While the Customer maintains an active Full Service Bookkeeping subscription, Dappr will retain Books Data within Dappr Accounting in accordance with Dappr’s then-current retention practices and the General Terms. The Customer acknowledges that Dappr may retain certain records as required or permitted by law, regulation, litigation holds, and/or partner or platform requirements (including requirements related to identity verification, account security, fraud prevention, and financial services compliance).

During an active Full Service Bookkeeping subscription (and while the Customer remains in good standing), the Customer will have access to its Books Data through the Dappr platform and may review, download, and export available Reports and other data as supported by Dappr Accounting.

After Full Service Bookkeeping is canceled or terminated:

(a) Read-Only Access. If the Customer does not have an active plan that provides access to Dappr Accounting features, the Customer will have read-only access to its Books Data within Dappr Accounting and may download/export completed work and Reports to the extent supported by the platform.

(b) Continued Access Under Other Plans. If the Customer maintains an eligible Dappr plan that includes Dappr Accounting access, the Customer’s access to Dappr Accounting (and Books Data) will continue under the terms of that plan, but Full Service Bookkeeping (including access to the Bookkeeper and service levels) will end.

(c) No Obligation to Maintain Tools or Formats. Dappr may modify Dappr Accounting features, export formats, and availability of specific reports over time, subject to the General Terms.

The Customer may submit a request to delete certain Customer Data and Books Data at any time. Dappr may decline, limit, or defer deletion to the extent the data is needed to provide services, maintain the Dappr platform, or comply with legal, regulatory, security, fraud-prevention, or partner requirements, and otherwise only to the extent supported by the Dappr platform and permitted by applicable law.

The Customer acknowledges and agrees that:

(a) Dappr may decline deletion requests or retain data where required or permitted by law or regulation, where needed to enforce agreements, resolve disputes, prevent fraud, comply with financial services or identity verification obligations, satisfy partner requirements, or maintain system integrity.

(b) Deletion may not remove information that has been incorporated into system logs, backups, audit trails, aggregated or de-identified datasets, or records retained for compliance or security purposes.

(c) Certain data associated with Dappr Financial Accounts or other regulated services (including data required for KYC/KYB and related compliance) may not be deletable even upon request.

The Customer is responsible for maintaining its own copies of Statements, receipts, invoices, and other underlying source documents and for complying with its own legal and tax record retention obligations. Dappr’s retention of Books Data does not relieve the Customer of these responsibilities.

Dappr will handle Customer Data and Books Data in accordance with the General Terms (including the Privacy Policy) and Dappr’s security practices. The Customer acknowledges that no method of electronic storage or transmission is completely secure and that Dappr’s security commitments are as described in the General Terms.

Dappr will assign a Bookkeeper to provide Full Service Bookkeeping, but Full Service Bookkeeping may be performed by a team and may involve multiple Dappr personnel supporting the Bookkeeper (for example, for quality control, coverage, escalation, or specialized questions). Dappr may change the Bookkeeper or supporting personnel at any time for operational reasons.

The Customer acknowledges and agrees that Dappr may use contractors, subcontractors, and other third parties to perform some or all of Full Service Bookkeeping (each, a “Subcontractor”). Dappr may engage, replace, or discontinue use of Subcontractors at its discretion and without notice to the Customer.

Dappr remains responsible for the performance of Full Service Bookkeeping under this Agreement regardless of whether Dappr uses employees, contractors, or Subcontractors to perform the work, subject to the limitations and disclaimers in this Agreement and the General Terms.

The Customer authorizes Dappr to provide Subcontractors access to Customer Data and Books Data to the extent reasonably necessary to provide Full Service Bookkeeping and related support, quality control, and operational functions. Any such access will be subject to confidentiality obligations and data handling requirements consistent with the General Terms (including the Privacy Policy) and applicable law.

Subcontractors, if used, provide services to Dappr and do not provide services directly to the Customer. The Customer has no contractual relationship with any Subcontractor by virtue of this Agreement, and Dappr is solely responsible for managing any Subcontractor relationships.

Dappr may, but is not obligated to, conduct screening, background checks, or qualification reviews of Bookkeepers and Subcontractors as part of its internal operations. The Customer acknowledges that Bookkeepers may have varying levels of experience and credentials and that Full Service Bookkeeping is not a CPA engagement or assurance service (see Section 12 and Section 20).

The Customer authorizes Dappr to access, use, and disclose Customer Data and Books Data to third parties to the extent reasonably necessary to provide Full Service Bookkeeping and related support, including for record-gathering, account connectivity, operational processing, quality control, troubleshooting, and service administration. Such third parties may include financial institutions, payment processors, Account Connectors, platform service providers, cloud providers, communications providers, and other vendors or partners used by Dappr in connection with the service.

In addition to the authorization in Section 9.3, the Customer authorizes Dappr to communicate with the Customer’s financial institutions, payment processors, payroll providers, tax platforms, and other service providers used by the Customer where reasonably necessary to perform Full Service Bookkeeping, including to request records, address connectivity or data issues, and clarify administrative matters. Dappr may require the Customer to participate in or directly complete steps required by such institutions or providers.

If the Customer identifies or uses third-party professional advisors (such as a CPA, tax preparer, or payroll provider), the Customer authorizes Dappr to coordinate with such advisors as reasonably necessary to support Full Service Bookkeeping, including by sharing Reports, requesting clarifications, and providing bookkeeping-related context. The Customer is responsible for ensuring that any advisor is authorized by the Customer to receive such information.

The Customer acknowledges that Dappr may disclose information to government authorities, regulators, courts, or other third parties where required by law or legal process, or where Dappr reasonably determines disclosure is necessary to (a) comply with legal or regulatory obligations, (b) protect the security or integrity of the Dappr platform, (c) prevent fraud or misuse, or (d) enforce Dappr’s agreements. Dappr may also coordinate with state agencies and similar entities when reasonably necessary for service delivery (for example, to obtain records or verify information), subject to applicable law.

Third-party services, systems, and tools are not controlled by Dappr. Dappr is not responsible for the availability, performance, security, accuracy, completeness, or policies of any third party (including financial institutions, Account Connectors, payment processors, payroll providers, or professional advisors), and Dappr does not guarantee that third-party data will be timely, complete, or error-free.

The Customer acknowledges that Dappr may make disclosures and coordinate with third parties as described in this Section 19 without providing advance notice to the Customer, except where notice is required by applicable law.

Dappr’s collection, use, processing, and disclosure of personal information is governed by the Privacy Policy incorporated by reference. This Section 19 supplements the Privacy Policy by describing service-related coordination and disclosures that may occur in connection with Full Service Bookkeeping. If there is any conflict between this Section 19 and the Privacy Policy, the Privacy Policy controls with respect to personal information.

Full Service Bookkeeping includes maintaining the Customer’s books in Dappr Accounting and preparing Reports (including Tax-Ready Reports) derived from those books. Full Service Bookkeeping does not include preparation, signing, or filing of any federal, state, or local tax returns (business or personal), and does not include representing the Customer before any tax authority. If Dappr offers tax filing or tax preparation services, those services (if any) are offered separately and are subject to separate terms.

Dappr is not a law firm and does not provide legal advice or legal services through Full Service Bookkeeping. Any information provided by Dappr, the Bookkeeper, or through the Dappr platform that relates to legal topics is provided solely as general information for convenience and does not constitute legal advice. No attorney-client relationship is created by this Agreement or by use of Full Service Bookkeeping. The Customer should consult a qualified attorney for legal advice.

Dappr is not engaged under this Agreement to provide, and does not provide, audit, review, compilation, attestation, assurance, or any similar services. Dappr does not certify, verify, or guarantee the accuracy or completeness of the Customer’s books, Financial Statements, Reports, or Tax-Ready Reports for any purpose. The Bookkeeper may not be a certified public accountant (“CPA”), and nothing in this Agreement creates an accountant-client relationship of the type applicable to licensed public accounting firms.

Dappr does not provide tax advice through Full Service Bookkeeping. Any tax-related information or responses provided by Dappr or the Bookkeeper are general information for convenience and are not a substitute for advice from a qualified tax advisor. The Customer is solely responsible for its tax filings, tax elections, positions taken on returns, and compliance with applicable tax laws, and should consult its own CPA or tax preparer as appropriate.

Dappr does not provide investment advice, lending advice, valuation services, or financial advisory services through Full Service Bookkeeping. Reports and Financial Statements are generated from bookkeeping records and are not a recommendation or opinion regarding the Customer’s financial strategy, investments, financing, or business decisions.

Full Service Bookkeeping does not include custody of funds or authority to move funds. Dappr is not a bank and does not provide banking services through Full Service Bookkeeping. Any banking or payment services available through the Dappr platform are provided under separate terms and through third-party partners, as described in the General Terms.

The Customer is responsible for reviewing its books and Reports in Dappr Accounting and for notifying Dappr of suspected inaccuracies, missing information, or disputes. The Customer’s use of the books, Financial Statements, Reports, and Tax-Ready Reports is at the Customer’s own risk, and the Customer remains responsible for decisions and actions taken based on those materials.

The disclaimers and limitations in the General Terms (including those regarding legal advice, professional services, third parties, and warranties) apply to Full Service Bookkeeping except as expressly modified by this Agreement. If there is a conflict, this Agreement controls solely with respect to Full Service Bookkeeping and only to the extent of the conflict.

The warranty disclaimers, limitation of liability, and related risk-allocation provisions in the General Terms apply to Full Service Bookkeeping except as expressly modified by this Section 21. If there is any conflict between this Section 21 and the General Terms, this Section 21 controls solely with respect to Full Service Bookkeeping and only to the extent of the conflict.

Without limiting Section 20 (Disclaimers), and to the maximum extent permitted by law, Dappr will not be liable for any claims, damages, penalties, interest, fees, or other losses arising out of or relating to:

(a) the Customer’s tax filings, tax positions, tax elections, or tax compliance (including penalties or interest assessed by any taxing authority);

(b) the Customer’s failure to provide timely, complete, accurate, or non-misleading Customer Data, Statements, or Requested Information, or the Customer’s failure to maintain account connectivity or access;

(c) delays or failures caused by third parties, including financial institutions, payment processors, Account Connectors, or other third-party systems or services;

(d) business decisions made by the Customer or any third party based on the Customer’s books, Reports, Financial Statements, or Tax-Ready Reports; or

(e) any acts or omissions by the Customer’s third-party advisors (including CPAs, tax preparers, payroll providers, or attorneys).

To the maximum extent permitted by law, Dappr’s total aggregate liability arising out of or relating to Full Service Bookkeeping or this Agreement will not exceed the lesser of:

(a) the applicable liability cap set out in the General Terms; and

(b) the total fees paid by the Customer to Dappr for Full Service Bookkeeping during the twelve (12) months immediately preceding the event giving rise to the claim.

To the maximum extent permitted by law, the Customer will defend, indemnify, and hold harmless Dappr and its affiliates, officers, directors, employees, contractors, and Subcontractors from and against any third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Customer Data (including its accuracy, completeness, legality, and the Customer’s rights to provide and authorize use of Customer Data);

(b) the Customer’s instructions, approvals, or directives to Dappr or the Bookkeeper (including requests to record, categorize, or treat Transactions in a particular manner);

(c) the Customer’s business operations, products, services, or activities;

(d) the Customer’s violation of applicable law or regulation, including tax law and recordkeeping requirements; or

(e) the Customer’s breach of this Agreement or the General Terms.

Dappr will provide the Customer with prompt written notice of any claim for which Dappr seeks indemnification under Section 21.4 (provided that failure to give prompt notice will not relieve the Customer of its obligations except to the extent the Customer is materially prejudiced by the delay). The Customer will have the right to control the defense and settlement of the claim, provided that (a) the Customer may not settle any claim in a manner that imposes any obligation, admission, or liability on Dappr without Dappr’s prior written consent (not to be unreasonably withheld), and (b) Dappr may participate in the defense with counsel of its choosing at its own expense. The Customer will provide reasonable cooperation in the defense as requested.

Some jurisdictions do not allow certain warranty disclaimers, exclusions, or limitations of liability. To the extent prohibited by applicable law, the limitations in this Agreement and the General Terms will not apply, and any required liability will be limited to the minimum extent permitted by law. For clarity, any state-specific consumer rights or limitations described in the General Terms (including any exceptions for North Carolina consumers) continue to apply to the extent required by applicable law.

The dispute resolution provisions in the General Terms (including the arbitration agreement, class action waiver, and related procedures) apply to any dispute, claim, or controversy arising out of or relating to Full Service Bookkeeping or this Agreement. For clarity, the parties intend that disputes relating to Full Service Bookkeeping be resolved under the same arbitration framework set out in the General Terms, unless expressly modified by this Section 22.

Except as expressly permitted under the General Terms (including any opt-out rights and any carve-outs described in the General Terms), disputes will be resolved through binding arbitration on an individual basis, and class, collective, consolidated, or representative actions are not permitted.

If the General Terms provide a right to opt out of arbitration, that opt-out right applies to disputes arising out of or relating to Full Service Bookkeeping and this Agreement. To opt out, the Customer must follow the opt-out instructions in the General Terms, including the timing and delivery requirements. As described in the General Terms, opt-out notices must be sent via U.S. certified mail to: Dappr Technologies, Inc., 800 W El Camino Real, Suite 180, Mountain View, CA 94040, with a courtesy copy by email to [email protected], and must include the information required by the General Terms.

This Agreement and any dispute arising out of or relating to Full Service Bookkeeping will be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law rules or principles that would result in the application of the laws of another jurisdiction.

To the extent any dispute is not subject to arbitration (including any claims that must be brought in court under the General Terms), the parties agree to exclusive jurisdiction and venue in the state or federal courts located in Santa Clara County, California, and each party consents to personal jurisdiction in those courts. The parties also agree that the state or federal courts in Santa Clara County, California have exclusive jurisdiction over the enforcement of arbitration awards, consistent with the General Terms.

If there is a conflict between this Section 22 and the dispute resolution provisions in the General Terms, this Section 22 controls solely with respect to Full Service Bookkeeping and only to the extent of the conflict; otherwise, the dispute resolution provisions in the General Terms remain in full force and effect.

Dappr may provide notices related to Full Service Bookkeeping by any reasonable means consistent with the General Terms, including through the Dappr platform, email, or other Dappr-supported channels. The Customer is responsible for keeping its account contact information current. If this Agreement or applicable law requires a notice to Dappr, the Customer must send that notice to Dappr through Dappr-supported support channels or by mail to: Dappr Technologies, Inc., 800 W El Camino Real, Suite 180, Mountain View, CA 94040, Attn: Legal (with a courtesy copy to [email protected]).

The Customer may not assign or transfer this Agreement, in whole or in part, without Dappr’s prior written consent. Any attempted assignment in violation of this Section 23.2 is void. Dappr may assign this Agreement without notice, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Dappr may modify this Agreement from time to time by posting an updated version through the Dappr platform and/or at dappr.com/legal (or another location Dappr designates). Unless otherwise stated, changes take effect upon posting and apply prospectively. The Customer’s continued use of Full Service Bookkeeping after changes become effective constitutes acceptance of the updated Agreement, subject to any limits required by applicable law.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be enforced to the maximum extent permitted by law so as to best effect the intent of the parties.

A failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that provision or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

Dappr will not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, failures of suppliers, telecommunications or internet outages, interruptions by third-party providers (including financial institutions and Account Connectors), civil unrest, war, terrorism, epidemics or pandemics, governmental actions, or other force majeure events.

Sections that by their nature should survive termination or expiration of this Agreement will survive, including Sections 2 (Other Terms and Priority), 6 (Limits and Exclusions), 17 (Data, Records, Retention, Access), 20 (Disclaimers), 21 (Liability and Indemnity), 22 (Disputes; Arbitration; Governing Law), and this Section 23.

This Agreement, together with the General Terms and any Order Details or other written confirmations applicable to Full Service Bookkeeping, constitutes the entire agreement between the parties regarding Full Service Bookkeeping and supersedes any prior or contemporaneous communications or understandings on that subject. In the event of a conflict, the order of precedence in Section 2.3 applies.