Licensing Agreement

Effective date: August 5, 2026

Provider: Tall Pinze LLC ("Tall Pinze," "we," "us," "our"), [ADDRESS], [STATE].

Participant: the CPA firm or Vendor who submits an application and accepts this Agreement ("you," "Participant").

1. What this platform is

Tall Pinze operates a referral platform and directory (the "Platform") that connects CPAs and their clients ("Referring Parties" / "Clients") with

independent third‑party service providers ("Vendors"). Tall Pinze is a

facilitator and technology provider only. Tall Pinze:

• is not a party to any engagement, contract, or transaction between a Client and a Vendor;
• does not provide accounting, legal, tax, financial, insurance, lending, or other professional services, and does not supervise or direct the services Vendors perform;
• does not guarantee any referral, any volume of referrals, any outcome, or the quality, timeliness, or results of any Vendor's work.

By participating, you acknowledge that Tall Pinze's role is limited to introducing the parties and providing the software, communications, and directory tools that support that introduction.

2. Eligibility & vetting

You represent that you are authorized to enter this Agreement and that all information in your application is true and complete. You will keep your licenses, registrations, insurance, and credentials current, and will notify us promptly if any lapse, are suspended, or are revoked. Tall Pinze may vet, approve, decline, suspend, or remove any Participant at its discretion, at any time, for any lawful reason. Approval is not an endorsement or a warranty of any Participant.

3. Technology fee (Vendors)

For each Client file that a Vendor closes as a result of a Tall Pinze referral, the Vendor agrees to pay Tall Pinze a technology fee of 10% of the fee the Client pays the Vendor for that engagement, due when the Vendor receives payment from the Client [CONFIRM: "close of file" = engagement completed / paid / signed]. The technology fee compensates Tall Pinze for the Platform, directory, matching, and communications tools that produced the introduction. It is not a fee for referral of a specific client in violation of any professional rule; it is a percentage, per‑file platform fee tied to files that actually close. [CONFIRM how "close" is defined and reported.]

• Payment terms: due upon the Vendor's receipt of the Client's payment, billed by invoice [CONFIRM net days to pay the invoice].
• Reporting: Vendor will report closed files honestly and promptly; Tall Pinze may request reasonable confirmation.
• Non‑circumvention: for [TERM] after an introduction, a Vendor will not restructure or route the same Client engagement to avoid the technology fee.

No fee‑splitting of professional fees. Nothing here is intended to constitute fee‑splitting, a kickback, or a referral fee prohibited by any board of accountancy, bar, insurance regulator, or other authority. Each Participant is responsible for confirming that participation complies with the ethics and licensing rules that govern them. [ATTORNEY to confirm structure for each Vendor category.]

4. Buy Now / application charges

Vendors pay an annual registration fee of $750 per year, due upon approval and annually thereafter. The first year is due within 15 days of approval and is collected at the "Buy Now" checkout step; each subsequent year is invoiced annually. The registration fee covers vendor diligence, review, and network listing, and is separate from and in addition to the technology fee in Section 3. Payments are processed through Converge (Pay by Elavon). Refund terms are as stated at checkout [CONFIRM refund terms]. All such charges are described at the point of sale and are governed by that description and the Terms & Conditions.

5. Participant obligations

You will: respond to referred inquiries promptly (Vendors: within 24 hours where practical); communicate honestly with Clients and with Tall Pinze; perform your own services competently and lawfully under your own contracts, licenses, and insurance; set clear expectations with Clients; not misuse Client contact information for any purpose beyond the referred engagement; and comply with all applicable laws including privacy, anti‑spam (TCPA/CAN‑SPAM), and professional‑conduct rules.

6. Directory listing & content

The **public directory lists vendor *types/categories only*, not individual Vendor names or Client information. You grant Tall Pinze a non‑exclusive, revocable license to use your business name, category, and marks only as needed to operate the Platform and, where you opt in, to describe available services. You may request removal from active matching at any time on [NOTICE PERIOD]**; obligations for files already in progress survive.

7. Confidentiality & data

Client and referral information shared through the Platform is confidential and is handled under the Privacy Policy. You will use it only to fulfill the referred engagement and will protect it with reasonable safeguards. The private roster of Participants and Clients is Tall Pinze's confidential business information and is not to be copied, scraped, or used to solicit outside the Platform.

8. No guarantee; independent parties

Tall Pinze makes no guarantee of referrals, revenue, results, or Vendor/Client conduct. All Participants are independent — nothing here creates a partnership, joint venture, employment, agency, or fiduciary relationship, and no party may bind another.

9. Disclaimers & limitation of liability

The Platform is provided "as is" and "as available." To the fullest extent permitted by law, Tall Pinze disclaims all warranties (express, implied, or statutory, including merchantability, fitness, and non‑infringement). Tall Pinze is not liable for the acts, omissions, advice, work product, or fees of any Vendor, CPA, or Client. To the fullest extent permitted by law, Tall Pinze's total liability arising out of or relating to this Agreement will not exceed [the total technology fees you paid to Tall Pinze in the prior [12] months / $[CAP]], and Tall Pinze will not be liable for indirect, incidental, special, consequential, or punitive damages.

10. Indemnification

You will indemnify and hold harmless Tall Pinze and its members, officers, and agents from claims, damages, and expenses (including reasonable attorneys' fees) arising from your services, your breach of this Agreement, your violation of law or professional rules, or your handling of Client data.

11. Term, suspension & termination

This Agreement continues until terminated. Either party may terminate on

[NOTICE]; Tall Pinze may suspend or terminate immediately for breach, legal risk, or conduct harmful to Clients or the Platform. Fees earned before termination (including technology fees on files that close after termination but were referred before it) remain due. Sections 3, 7, 8, 9, 10, and 12 survive.

12. General

Governing law: [STATE], without regard to conflict‑of‑laws rules. Disputes:

[venue / arbitration — CONFIRM]. This Agreement, the Terms & Conditions, and the Privacy Policy are the entire agreement and supersede prior discussions. If any provision is unenforceable, the rest remains in effect. Tall Pinze may update this Agreement on notice; continued participation means acceptance. You may not assign this Agreement without our consent.

Acceptance: By checking the acceptance box on your application and/or using the Platform, you agree to this Agreement.

*Draft v0.1 — for legal review. Confirm all bracketed items and have counsel verify the technology‑fee structure against CPA/insurance/lending referral rules in each state you operate.*