Last updated: January 26, 2026

These Terms of Service (“Terms”) govern your access to and use of the websites, platforms, portals, applications, software integrations, content, and related bookkeeping, tax, advisory, reporting, and data-processing services operated by Vestora, LLC (“Vestora,” “we,” “us,” or “our”), together with all related features, functionality, and offerings (collectively, the “Services”).

By accessing or using the Services, clicking “I Agree,” executing an engagement letter, proposal, or statement of work with Vestora (each, an “Engagement”), or authorizing a representative to do so on your behalf, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree, you may not use the Services.

Contractual Hierarchy

These Terms form part of the binding agreement between you and Vestora. To the extent of any conflict or inconsistency between (i) an Engagement, (ii) these Terms, and (iii) any other Vestora policies, the following order of precedence applies:

1. Engagement

2. These Terms

3. Other Vestora policies or written procedures

Parties, Authority & Representation

If you are entering into these Terms on behalf of a business entity, trust, partnership, joint venture, property management company, fund, or other legal arrangement (collectively, an “Entity”), you represent and warrant that you have full legal authority to bind the Entity to these Terms and to provide financial, tax, and business information to Vestora.

Vestora may rely upon instructions, authorizations, approvals, and signoff provided by you or any authorized representative, member, manager, officer, trustee, partner, or agent of the Entity unless Vestora receives written notice revoking such authority.

Acceptance, Electronic Communications & Execution

You agree that these Terms and all notices, invoices, statements, Engagements, and other communications may be provided electronically. Your use of the Services constitutes acceptance without the need for a physical signature.

License to Use

Subject to your continued compliance with these Terms and any applicable Engagement, Vestora grants you a limited, revocable, non-exclusive, non-transferable, and non-assignable license to access and use the Services for your internal business purposes only. No rights are granted except as expressly stated herein.

Binding Arbitration & Class Action Waiver

To the fullest extent permitted by law, you and Vestora agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Engagement will be resolved by final and binding arbitration administered by a nationally recognized arbitration provider under its applicable rules. Judgment on the award may be entered in any court having jurisdiction.

YOU AND VESTORA AGREE THAT ALL CLAIMS MUST BE BROUGHT IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION. CLASS, COLLECTIVE, AND REPRESENTATIVE ACTIONS ARE WAIVED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Governing Law & Venue

These Terms and any dispute arising hereunder will be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Venue for any permitted court proceedings will lie exclusively in Tarrant County, Texas.

Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Vestora and its affiliates, members, directors, officers, employees, contractors, and agents from and against any and all claims, losses, liabilities, penalties, interest, damages, expenses, or costs (including reasonable attorneys’ fees) arising out of or related to:
(i) your breach of these Terms or any Engagement;
(ii) inaccurate, incomplete, untimely, or misleading financial or tax information supplied to Vestora;
(iii) reliance on instructions or authorizations from you or your representatives; or
(iv) your failure to comply with applicable tax, financial, real estate, or business laws.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VESTORA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VESTORA’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY ENGAGEMENT WILL NOT EXCEED THE FEES PAID BY YOU TO VESTORA UNDER THE APPLICABLE ENGAGEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

THE FOREGOING LIMITATIONS ARE FUNDAMENTAL AND BARGAINED-FOR BASIS OF THE AGREEMENT TO PROVIDE THE SERVICES.

Non-Reliance on Advisory Information

Client acknowledges and agrees that:
(i) advisory statements, views, insights, or recommendations provided by Vestora are informational in nature and not investment, legal, or financial advice;
(ii) Client remains solely responsible for evaluating the merits and risks of any financial, tax, or business decision; and
(iii) Client will not rely upon any Deliverable or communication from Vestora as a substitute for independent professional advice where appropriate.

Modifications to Terms

Vestora may update these Terms periodically. The “Last Updated” date reflects the effective date of the most recent version. Continued use of the Services after such updates constitutes acceptance of the updated Terms. Material changes may be communicated via email or through the Services.

Engagement Required for Work

Certain Services, including tax filings, bookkeeping, monthly or quarterly reconciliations, advisory, reporting, and other financial outputs, require a signed Engagement. Vestora has no obligation to commence work or deliver outputs absent an executed Engagement and timely payment of fees.

Definitions

• “Client” means the individual or Entity receiving the Services.

• “Financial Data” means accounting, financial, banking, transactional, tax, payroll, or real estate records provided to Vestora or obtained from Third-Party Platforms.

• “Third-Party Platforms” includes software, SaaS providers, financial institutions, banks, payment networks, APIs, or integrations supporting the Services, including Baselane, QuickBooks, Plaid, Relay, Gusto, tax software, and document portals.

• “Deliverables” means reports, filings, reconciliations, advisory notes, projections, analyses, schedules, or other outputs produced by Vestora.

1. Services Provided

Vestora provides bookkeeping, tax preparation and filing, financial reporting, real estate and business advisory, software integration, and related services for landlords, real estate investors, property managers, co-hosts, and similar businesses (collectively, the “Services”). Services may include, without limitation:

• bookkeeping setup, onboarding, categorization, and monthly/quarterly/semi-annual/annual reconciliations;

• financial reporting, performance dashboards, and investor reporting;

• tax preparation, tax planning, and electronic tax filing (where supported);

• advisory sessions relating to entity structuring, portfolio strategy, real estate operations, and financial optimization;

• integrations and data connections to accounting, banking, payroll, investment, and property management software; and

• document collection, automation workflows, and financial data processing through Third-Party Platforms.

1.1 Engagement-Defined Scope

Specific Services, deliverables, and pricing will be defined in one or more Engagements. Vestora has no obligation to provide Services, produce deliverables, or prepare filings absent an executed Engagement and timely payment of all associated fees.

1.2 Excluded & Disclaimed Services

Unless expressly stated in an Engagement signed by Vestora, the Services do not include, and Vestora expressly disclaims responsibility for, the following:

1. audit, attest, review, or assurance services as defined by the AICPA or state accountancy boards;

2. forensic accounting, litigation support, expert testimony, or valuation engagements;

3. investment, broker-dealer, securities, financial product, or portfolio management advice;

4. legal advice, legal document drafting, or legal entity formation services, except for general informational guidance related to tax or entity structure;

5. insurance, risk underwriting, or actuarial services;

6. property management activities, including leasing, rent collection, maintenance, compliance, or tenant communications;

7. IRS or state tax audit defense, representation, or appeals;

8. amended tax returns, unless separately contracted;

9. prior-period restatements or forensic reconstruction of books; and

10. valuation of real property, business entities, investments, or securities.

1.3 Deliverables

Vestora may produce statements, schedules, tax returns, reconciliations, dashboards, projections, or advisory notes (collectively, “Deliverables”). Deliverables are prepared for the Client’s internal business purposes only and may not be distributed to third parties without Vestora’s prior written consent, except where required for tax filings or regulatory submissions.

1.4 Reliance on Third-Party Platforms

Certain Services require integration with or access to Third-Party Platforms for banking, accounting, payroll, loans, property management, investment accounts, or tax software. Vestora is not responsible for:

1. downtime, outages, or errors of Third-Party Platforms;

2. data accuracy, completeness, or latency from Third-Party Platforms; or

3. automation rules, categorization engines, or generated suggestions from such platforms.

1.5 Professional Standards

Vestora will perform the Services in a commercially reasonable manner using qualified personnel and industry-appropriate tools. Vestora does not guarantee the accuracy, tax treatment, financial advantages, or business outcomes resulting from the Services.

1.6 No Fiduciary Duty

Client acknowledges that Vestora is not acting as a fiduciary, trustee, or investment manager. All financial and tax decisions remain solely the Client’s responsibility.

2. Eligibility

To use the Services, Client must (i) be at least 18 years of age, (ii) have the legal capacity to enter into binding contracts, and (iii) if applicable, possess authority to bind any Entity for whom Services are requested.

2.1 Hybrid Client Model

Vestora may provide Services to individuals in their personal capacity and/or to one or more Entities owned, controlled, or represented by the individual. Client agrees to identify all applicable Entities to Vestora during onboarding and to promptly notify Vestora of new Entities formed or acquired thereafter.

2.2 Entity & Taxpayer Eligibility

Client represents and warrants that each Entity for whom Services are requested is duly formed, in good standing, and eligible to receive financial, bookkeeping, and tax-related Services. Client further agrees to identify the taxpayer(s) of record for each Entity and property.

2.3 Identity Verification

Vestora may require documentation verifying Client identity, Entity authority, taxpayer identity, beneficial ownership, or IRS/state tax authorization, including but not limited to IRS Form 8821, IRS Form 2848, banking authorization, or state equivalent forms.

2.4 Geographic & Regulatory Restrictions

Vestora may limit or decline Services to Clients located in jurisdictions where Vestora is not permitted to operate, or where tax or financial regulations would impose material burdens, licensing requirements, or compliance obligations. Vestora may refuse Services to sanctioned individuals or entities.

2.5 Client Cooperation

Client agrees to provide timely responses, documentation, and information reasonably required to perform the Services. Vestora may suspend or delay Services if Client fails to provide information, approvals, or access in a timely manner.

2.6 Right to Decline

Vestora reserves the right to decline or terminate Services for any lawful reason, including without limitation: (i) suspected fraud; (ii) money laundering concerns; (iii) abusive conduct; (iv) conflicts of interest; (v) non-payment; (vi) regulatory restrictions; or (vii) failure to provide timely or accurate information.

3. Client Responsibilities

Client acknowledges and agrees that Vestora’s ability to provide the Services depends on Client’s timely cooperation, accurate disclosures, and complete documentation. Client remains solely responsible for all legal, tax, regulatory, financial, and operational matters relating to Client’s business, entities, and properties.

3.1 Accuracy of Information

Client is solely responsible for the accuracy, completeness, and timeliness of all financial data, banking and transactional records, tax information, property-level data, entity information, and other documentation provided to Vestora. Vestora may rely on such information without independent verification and has no duty to audit, investigate, or confirm its accuracy.

3.2 IRS and State Filing Deadlines

Client is responsible for identifying all applicable filing deadlines (including federal, state, and local income tax returns, franchise tax filings, sales and occupancy tax filings, payroll and withholding filings, and property tax filings) and for providing Vestora with all required information sufficiently in advance of such deadlines. Vestora is not liable for penalties, interest, or adverse tax consequences resulting from Client delays, incomplete submissions, or untimely approvals.

Vestora may, but is not obligated to, notify Client of deadlines or request information.

3.3 Timely Document Submission & Approvals

Client agrees to upload, provide, or make accessible all required records, statements, forms, receipts, invoices, contracts, loan documents, property records, and entity documentation on a timely basis. Vestora may suspend, delay, or decline Services if documentation is incomplete or delayed.

3.4 Disclosure of Transactions & Events

Client agrees to promptly notify Vestora of any material financial, tax, operational, or transaction-level events, including without limitation:

• entity formations, conversions, dissolutions, or foreign qualifications;

• acquisitions or dispositions of properties, interests, or businesses;

• refinancings, loan modifications, capital contributions, withdrawals, or distributions;

• payroll or compensation changes;

• partner/member/investor changes;

• lease or property management changes;

• STR/LTR operational changes or platform migrations (e.g., Airbnb → direct booking);

• insurance claims;

• casualty or abandonment events; and

• other transactions reasonably relevant to bookkeeping or tax filings.

3.5 Disclosure of Entity, Ownership & Governance Changes

Client must notify Vestora of any change in authorized signers, beneficial owners, managers, partners, trustees, beneficiaries, members, shareholders, or other persons with ownership or decision-making authority. Vestora has no obligation to resolve disputes relating to ownership or governance of Client entities.

3.6 Tax Elections & Regulatory Classifications

Client understands that tax elections (including, but not limited to, IRS Forms 2553, 8832, 1065/1120/1120-S elections, 754 elections, check-the-box elections, and STR/LTR classification elections) are made at the taxpayer level and remain Client’s sole responsibility. Vestora has no obligation to make or recommend tax elections unless expressly stated in an Engagement.

3.7 Financial Account & Bank Segregation

Client agrees to maintain appropriate bank account segregation between personal, business, and investment activities. Vestora may request separate accounts for different Entities or properties if necessary to perform the Services in a commercially reasonable manner.

3.8 Commingling of Funds

If Client commingles funds across personal, business, or entity accounts, Client assumes all resulting tax, financial, bookkeeping, regulatory, or legal consequences. Vestora has no obligation to unwind or reconstruct commingled transactions and may charge additional fees for doing so.

3.9 Rental Operations, STR Compliance & State/Local Taxes

Client is solely responsible for compliance with all federal, state, and local laws relating to property ownership and rental operations, including without limitation:

• short-term rental ordinances;

• zoning and permitting requirements;

• hotel/occupancy/room/STR taxes;

• sales taxes;

• licensing and registration requirements;

• franchise taxes;

• landlord-tenant laws; and

• insurance requirements.

Vestora may assist with tax collection or filings if contracted, but has no obligation to monitor operational compliance or regulatory rule changes.

3.10 Series LLC & Protected Cell Structures

If Client utilizes a Series LLC, protected cell structure, segmented accounting model, or equivalent architecture, Client agrees to:

1. identify each Series or cell to Vestora;

2. provide separate transactional and property-level data for each Series; and

3. disclose whether Series require separate accounting, separate K-1s, or separate filings.

Vestora makes no representation regarding the legal status, liability protection, or tax treatment of Series LLC structures unless expressly stated in an Engagement.

3.11 Third-Party Compliance Obligations

Client remains solely responsible for compliance with:

• IRS and state tax laws;

• BOI (Beneficial Ownership Information) reporting requirements;

• payroll and employment tax rules;

• insurance requirements;

• lender covenants;

• property management and HOA requirements; and

• securities, syndication, or investor reporting obligations.

3.12 No Duty to Monitor

Vestora has no duty to monitor Client compliance, account activity, transactions, or deadlines absent a specific Engagement. Advisory information provided by Vestora is non-fiduciary and informational.

4. No Guarantee of Outcomes

Client acknowledges that financial, tax, and advisory work is inherently subject to uncertainty, regulatory interpretation, and operational and market dependencies outside of Vestora’s control. Accordingly, Vestora does not guarantee any financial, tax, investment, business, or operational outcomes as a result of the Services.

4.1 No Guaranteed Tax Outcomes

Vestora does not guarantee that any tax filings, tax planning strategies, recommendations, or advisory insights will produce specific tax savings, refunds, credits, deductions, deferrals, elections, or treatments. All final tax results are determined by tax authorities. IRS and state agencies may challenge, reclassify, or disallow positions, deductions, or treatments taken by Client.

4.2 Penalties, Interest, and Filing Consequences

Vestora is not liable for penalties, interest, fines, underpayments, assessments, or other adverse consequences imposed by federal, state, or local tax authorities, including those arising from Client delays, incomplete information, disclosure omissions, operational misclassification, or elections made (or not made) by Client.

4.3 Projections, Forecasts & Financial Modeling

Vestora may provide forecasts, pro forma models, forward-looking analyses, planning schedules, depreciation or basis schedules, scenario modeling, underwriting assumptions, or projections (“Projections”). Projections are inherently uncertain and may not reflect future performance. Vestora does not guarantee the accuracy or attainment of Projections.

4.4 Market, Real Estate, and Investment Outcomes

Vestora does not guarantee any real estate, investment, market, or business outcomes including, without limitation, appreciation, rental income, operating performance, cap rates, NOI, investment returns, IRR, cash-on-cash returns, or exit valuations. Market conditions are outside Vestora’s control.

4.5 Underwriting, Financing, and Lender Outcomes

Vestora does not guarantee any outcomes relating to credit underwriting, loan approvals, refinancing, DSCR calculations, lender compliance, lending requirements, loan covenant performance, or access to third-party financing. All lending decisions are made by third-party financial institutions.

4.6 Depreciation, Basis & Tax Treatment Disputes

Vestora does not guarantee the accuracy or tax authority acceptance of Client’s cost basis allocations, depreciation schedules (including bonus depreciation), amortization schedules, asset classifications, short-term vs. long-term property treatment, or passive vs. non-passive tax characterization. Such matters are subject to regulatory interpretation and Client disclosures.

4.7 No Audit or Regulatory Representation

Unless explicitly stated in an Engagement and separately contracted, Vestora does not provide IRS or state audit defense, examination representation, appeals representation, amended returns, or responses to tax authority inquiries. Client remains solely responsible for communications with tax authorities.

4.8 Automations, Categorization, and Software Suggestions

Vestora may utilize automated categorization systems, machine learning models, rule-based workflows, third-party software, and platform suggestions as part of the Services. Automations and software suggestions may be inaccurate or incomplete. Client remains responsible for validating and approving the final categorization and financial data.

4.9 Client Control & Responsibility

Client acknowledges that all financial, tax, and operational decisions remain under Client’s sole control and discretion. Vestora is not responsible for decisions made by Client based on advisory information or Deliverables.

4.10 Tax Authority Resolution Path (Added)

If federal, state, or local tax authorities examine, question, reclassify, or adjust any tax position, filing, return, or treatment relating to the Services, Client remains solely responsible for responding to such inquiries and for any associated penalties, interest, adjustments, taxes due, or adverse determinations, unless otherwise stated in an Engagement.

If Client requests Vestora’s assistance in preparing responses, documentation, amended returns, or audit defense, such assistance will require a separate Engagement and may be subject to additional fees. Vestora has no obligation to provide such assistance absent an executed Engagement and timely payment of such fees.

Vestora is not responsible for audit outcomes, penalty waivers, appeals, abatement requests, or other regulatory decisions made by tax authorities.

5. Payment & Billing

5.1 Fees & Billing Models

Fees for the Services may include monthly or quarterly subscription fees, annual tax preparation and filing fees, project-based advisory fees, hourly fees for out-of-scope work, onboarding fees, implementation fees, cleanup fees, and other fees as set forth in an Engagement or pricing schedule.

5.2 Subscription Terms

Bookkeeping, reporting, entity maintenance, and related recurring Services are billed on a subscription basis. Subscriptions commence upon execution of an Engagement and continue until terminated in accordance with these Terms.

Subscriptions are billed in advance and may be billed monthly, quarterly, or annually as specified in the Engagement.

5.3 Project-Based & Seasonal Work

Tax preparation, tax planning, amended returns, audit support, entity formation assistance, forecasting, modeling, and transaction-specific advisory Services may be billed as one-time, per-entity, or per-project fees according to the Engagement.

5.4 Multi-Entity & Multi-Property Pricing

Fees may be assessed on a per-Entity, per-property, per-taxpayer, per-filing, or per-K-1 basis to reflect complexity and scope. Client agrees to notify Vestora of all Entities and properties for which Services are requested.

5.5 Scaling Events & True-Up Adjustments

If Client expands its business, operations, portfolio, payroll, investor base, transaction volume, or corporate structure in a manner that materially increases scope or complexity, including without limitation through the addition of Entities, properties, partners, members, investors, employees, contractors, jurisdictions, foreign taxpayers, or transaction volume, Vestora may adjust fees through a true-up, supplemental invoice, or subscription adjustment. Scaling Event adjustments may be made without requiring a new Engagement.

5.6 Out-of-Scope Work

Work not expressly included in an Engagement may be billed at Vestora’s then-current hourly or project rates. Out-of-scope work includes cleanup, reconstruction, remapping of financial data, restatements, commingling unwinds, conversion between accounting methods or software, and preparation of amended returns.

5.7 Billing & Payment Terms

Unless otherwise set forth in an Engagement, fees are due upon receipt of invoice. Vestora may require electronic payment, autopay, or ACH debit for subscription Services.

5.8 Late Fees & Interest

Amounts unpaid after ten (10) days may accrue interest at the lesser of:

1. 1.5% per month, or

2. the maximum rate permitted by law.

Vestora may also assess reasonable late fees, administrative fees, and collection costs.

5.9 Non-Payment & Suspension of Services

If Client fails to pay any fees when due, Vestora may suspend or withhold Services, Deliverables, tax filings, reconciliations, or access without liability until payment is made. Vestora is not responsible for missed deadlines, penalties, or adverse outcomes resulting from suspension due to non-payment.

5.10 No Refunds

All payments made to Vestora are final and non-refundable. Client has no entitlement to refunds or credits for partial months, unused Services, cancelled filings, or termination of the Services. Vestora may, in its sole discretion, issue billing adjustments or credits without waiving the “no refund” policy.

5.11 Fee Non-Contingency

Fees for the Services are not contingent upon the outcome of tax filings, tax refunds, credits, deductions, real estate transactions, underwriting, financing, investment returns, IRS acceptance, or other financial events.

5.12 Annual Renewals

Tax-year or annual recurring Services renew automatically each year unless terminated in accordance with these Terms or the Engagement. Vestora may update subscription pricing or tax-year pricing upon renewal.

5.13 Price Adjustments

Vestora may adjust subscription or project pricing upon (i) renewal, (ii) Scaling Events, (iii) changes in business structure, or (iv) cost changes arising from regulatory, compliance, software, workforce, or market conditions.

5.14 Pass-Through Fees & Charges

Client agrees to reimburse Vestora for pass-through costs including without limitation electronic filing fees, payroll fees, government filing fees, third-party platform charges, tax software access fees, and 1099/1096 filing fees.

5.15 Taxes

Fees exclude applicable federal, state, or local sales, use, VAT, or similar taxes. Client is responsible for such taxes.

5.16 Retainers

Vestora may require an upfront retainer or evergreen retainer for advisory or project work. Retainers are held as a security deposit against future fees and may be replenished as required. Retainers are non-refundable except where prohibited by law.

5.17 Off-Boarding & Financial Obligations

Upon termination or expiration of the Services, Client remains responsible for all fees accrued through the termination date, including fees related to offboarding, data exports, document transfers, Entity reconciliation, subscription true-ups, or preparation of final Deliverables, as applicable.

6. Intellectual Property

6.1 Vestora Intellectual Property

Vestora and its licensors own all right, title, and interest in and to the Services, including without limitation: platforms, software integrations, automations, categorization rules, templates, workflows, dashboards, financial and tax models, depreciation and basis models, mapping tables, compliance checklists, allocation methodologies, data transformation pipelines, advisory frameworks, and all related intellectual property, whether registered or unregistered (“Vestora IP”). No rights are granted to Client other than as expressly set forth in these Terms.

6.2 Client Data Ownership

Client retains all right, title, and interest in and to Client’s financial data, transactional data, tax documents, legal documents, property-level data, and other information provided by Client or obtained from third parties on Client’s behalf (“Client Data”).

6.3 Derived Data & Transformations

Vestora may generate data transformations, reconciliations, categorization states, mapping tables, amortization schedules, depreciation schedules, or other derived data based on Client Data (“Derived Data”). Vestora retains ownership of Derived Data and may use Derived Data to provide the Services and to improve the Services, provided that Vestora does not publicly disclose Client-identifiable information.

Client may access Derived Data through Deliverables or upon off-boarding, subject to these Terms.

6.4 Deliverables

Vestora may prepare tax returns, financial statements, reconciliations, K-1s, projections, advisory notes, dashboards, or other outputs for Client (“Deliverables”). Client obtains a non-exclusive, non-transferable license to use Deliverables for internal business purposes, tax filings, investor reporting, lender reporting, financial management, and compliance. Vestora retains ownership of methodologies, models, templates, and workflows embedded in Deliverables.

6.5 Restrictions on Use

Client may not modify, distribute, sublicense, reverse engineer, create derivative works of, or commercially exploit the Services, Vestora IP, Derived Data, or Deliverables, except as expressly permitted in these Terms.

6.6 Feedback & Suggestions

Client may provide feedback or suggestions relating to the Services. Vestora may use such feedback without restriction or compensation, and Client assigns all rights in such feedback to Vestora.

6.7 Reservation of Rights

Except as expressly granted herein, all rights in the Services, Vestora IP, Derived Data, and Deliverables are reserved by Vestora.

7. Confidentiality

7.1 Confidential Information

“Confidential Information” means all non-public business, financial, tax, operational, personal, and technical information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), including without limitation: Client Data, Ownership Information, Derived Data, Deliverables, internal procedures, methodologies, pricing, and any information reasonably understood to be confidential based on its nature or the context of disclosure.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of these Terms; (ii) was lawfully in the Receiving Party’s possession prior to disclosure; (iii) is independently developed without use of the Disclosing Party’s Confidential Information; or (iv) is lawfully obtained from a third party without restriction.

7.2 Use & Disclosure Restrictions

Receiving Party may use Confidential Information solely for purposes of performing or receiving the Services and will not disclose Confidential Information to third parties without the Disclosing Party’s consent, except as permitted under these Terms.

7.3 Disclosure to Authorized Third Parties

Receiving Party may disclose Confidential Information to employees, contractors, tax preparers, advisors, and service providers (“Authorized Recipients”) as reasonably necessary to perform the Services, provided that such Authorized Recipients are bound by confidentiality obligations no less protective than those set forth herein.

7.4 Compliance, Subpoenas & Regulatory Requests

Receiving Party may disclose Confidential Information to the extent required by subpoena, court order, regulatory inquiry, law enforcement request, tax authority request, or other legal process, provided that (to the extent legally permitted) Receiving Party gives prompt notice to the Disclosing Party to allow it to seek protective measures.

Vestora has no obligation to contest or appeal any such disclosures unless separately contracted.

7.5 Security & Safeguards

Receiving Party will use commercially reasonable administrative, technical, and physical safeguards designed to protect Confidential Information against unauthorized access, disclosure, or loss. Vestora does not guarantee or warrant absolute security.

7.6 Third-Party Platforms & Software Providers

Client acknowledges that the Services may rely on or integrate with Third-Party Platforms and service providers for data aggregation, tax preparation, e-filing, payroll, accounting, banking, reporting, document storage, and communications. Disclosure of Confidential Information to such Third-Party Platforms is deemed authorized to the extent reasonably necessary to perform the Services. Vestora is not responsible for the security or privacy practices of such Third-Party Platforms.

7.7 Multi-Owner & Multi-Entity Disclosures

Client acknowledges that certain Deliverables, reports, K-1s, tax filings, and financial information may necessarily reflect or reveal ownership interests, allocations, transactions, or capital changes relating to multiple owners, partners, members, trustees, beneficiaries, or investors. Vestora may disclose such information to the extent reasonably necessary to perform the Services.

7.8 Beneficiary, Investor & Lender Communications

Client may request that Vestora transmit certain Deliverables or information to lenders, investors, co-owners, partners, accountants, attorneys, property managers, or other third parties. Vestora may rely on such instructions and has no obligation to verify the authority of recipients unless instructed in writing.

7.9 Retention & Destruction of Information

Vestora may retain Confidential Information for as long as necessary to (i) perform the Services, (ii) comply with legal, regulatory, or tax obligations, (iii) maintain workpapers, filings, or audit trails, or (iv) support legitimate business purposes including dispute resolution. Vestora may destroy Confidential Information in its discretion without obligation to provide notice, subject to applicable legal requirements.

7.10 Client Credentials & Access

Client is responsible for safeguarding credentials, passwords, multi-factor authentication devices, bank access tokens, and software permissions used to facilitate the Services. Vestora is not responsible for unauthorized access resulting from Client’s failure to safeguard such credentials.

8. Third-Party Services, Integrations & Platforms

The Services may rely on or integrate with third-party platforms, software, APIs, financial institutions, payment processors, STR platforms, accounting systems, payroll systems, document storage, or tax preparation software (collectively, “Third-Party Platforms”), including without limitation banking institutions, payroll providers, Baselane, QuickBooks, Plaid, Relay, Gusto, Airbnb, VRBO, and electronic filing systems.

8.1 Dependencies & No Responsibility for Platform Performance

Vestora is not responsible for the availability, uptime, accuracy, performance, latency, or functionality of Third-Party Platforms, nor for failures, errors, outages, inaccurate data, duplicate transactions, missing data, fee discrepancies, or reporting inconsistencies arising from Third-Party Platforms.

8.2 Data Integrity, Categorization & Automation

Third-Party Platforms may utilize automated categorization, machine learning, rule-based workflows, document parsing, split transactions, predictive algorithms, or recommendation engines. Such automations may be inaccurate or incomplete. Client remains responsible for validating the correctness of such data.

8.3 E-Filing & Government System Dependencies

Tax filings may require electronic submission through IRS or state systems. Vestora is not responsible for delays, system failures, e-file rejections, or latency caused by tax authorities or software systems.

8.4 Property Management, PMS & Rental Platforms

If Client utilizes property management software, PMS systems, or rental listing platforms, Vestora is not responsible for operational, legal, compliance, or tenant-facing outcomes, nor for fee structures, rental taxes, refunds, credits, or platform adjustments.

8.5 Short-Term Rental (STR) Platform Carve-Out

Client acknowledges that STR platforms (e.g., Airbnb, VRBO, Booking.com, direct booking engines, channel managers, or PMS systems) may generate host statements, payouts, fees, taxes, credits, refunds, platform adjustments, and timing differences that are not controlled by Vestora. Accordingly, Vestora is not responsible for:

1. payout timing, payout delays, withheld payments, partial payouts, split period payouts, or missing payouts;

2. platform fee classifications including host fees, channel fees, cleaning fees, or guest-facing fees;

3. occupancy, hotel, tourism, STR, or sales tax withholding, collection, remittance, or fee calculations;

4. guest refunds, cancellations, credits, chargebacks, promotions, or adjustments;

5. platform reconciliation, net payout calculations, or split bookings across months/periods;

6. STR classification, zoning, licensing, permitting, or registration compliance;

7. platform accounting changes, reporting changes, or methodology changes; and

8. discrepancies between listing platforms, PMS systems, or payment processors.

Client remains solely responsible for validating STR statements and compliance with applicable short-term rental regulations, licensing requirements, and lodging or occupancy tax rules.

8.6 Platform Migrations & Change-of-Systems

If Client changes accounting systems, payroll systems, banks, PMS systems, lending platforms, or STR platforms, migration work is considered out-of-scope and may require separate fees or true-ups.

8.7 No Obligation to Support All Platforms

Vestora makes no representation that the Services will integrate with all Third-Party Platforms or that feature parity, reporting parity, or reconciliation parity will be maintained across platforms.

8.8 No Liability for Platform Discontinuation

Vestora is not liable if a Third-Party Platform modifies pricing, alters reporting formats, changes data exports, introduces new restrictions, discontinues services, or ceases operations.

9. Termination

9.1 Termination for Convenience

Client may terminate the Services for convenience upon written notice to Vestora. Vestora may terminate the Services for convenience upon thirty (30) days’ written notice to Client.

9.2 Termination for Cause

Either party may terminate the Services immediately upon written notice if the other party materially breaches these Terms or any Engagement and fails to cure such breach within ten (10) days of receiving written notice.

9.3 Automatic Termination Events

Vestora may immediately suspend or terminate the Services without liability if:

1. Client fails to pay any undisputed amounts when due;

2. Client engages in fraudulent, abusive, harassing, or illegal conduct;

3. Client misrepresents ownership, authority, or material financial information; or

4. Vestora determines that continuing the Services would create a conflict of interest, regulatory risk, or reputational risk.

9.4 Effect of Termination

Upon termination:

1. all outstanding unpaid fees become immediately due and payable;

2. Vestora has no obligation to complete in-progress Deliverables, reconciliations, or tax filings unless otherwise agreed in a subsequent Engagement;

3. no refunds or credits will be issued for partial months or unused Services; and

4. subscription and annual tax-year engagements terminate at the end of the applicable period unless earlier terminated as set forth herein.

9.5 Tax-Year and Seasonal Work

For tax preparation Services, termination of the Services during a tax-year cycle does not obligate Vestora to prepare or file returns for that tax-year absent an executed Engagement and full payment of applicable fees. Vestora may decline to prepare or file tax returns for any period in which the Services were terminated.

9.6 No Obligation to Prepare Filings After Termination

Vestora is under no obligation to (i) prepare amended returns, (ii) answer tax authority inquiries, (iii) furnish responses to lenders or investors, or (iv) produce additional Deliverables after termination unless separately contracted and paid in advance.

9.7 Suspension as Alternative to Termination

Vestora may suspend Services in lieu of termination for non-payment, document delays, or other breaches. Suspension does not waive Vestora’s right to terminate for cause or convenience.

10. Governing Law, Venue, & Miscellaneous

10.1 Governing Law

These Terms and any dispute arising out of or relating to the Services or any Engagement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

10.2 Venue

To the extent any dispute is permitted to be resolved in court notwithstanding the binding arbitration provisions set forth in these Terms, the parties agree that the exclusive venue shall be in the state and federal courts located in Tarrant County, Texas, and the parties consent to personal jurisdiction therein.

10.3 Waiver of Jury Trial

To the fullest extent permitted by law, each party hereby waives any right to a trial by jury in any action, proceeding, or claim arising out of or relating to these Terms or the Services.

10.4 Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including without limitation: acts of God, pandemics, epidemics, labor disputes, supply chain disruptions, war, terrorism, civil unrest, natural disasters, cyberattacks, outages of Third-Party Platforms, or governmental actions. Payment obligations are excluded from this provision.

10.5 Assignment

Client may not assign, transfer, or delegate these Terms or any Engagement without Vestora’s prior written consent. Vestora may assign these Terms (i) to an affiliate, (ii) in connection with a merger, acquisition, financing, or sale of substantially all assets, or (iii) for corporate reorganization.

10.6 Severability

If any provision of these Terms is held unlawful or unenforceable, the remaining provisions shall remain in full force and effect.

10.7 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver thereof. Any waiver must be in writing and signed by the waiving party.

10.8 Survival

The following provisions survive termination or expiration of the Services: Confidentiality, Intellectual Property, Payment & Billing, No Guarantee of Outcomes, Indemnification, Limitation of Liability, Governing Law & Venue, and any other provisions which, by their nature, should survive.

10.9 Notices

Notices required under these Terms shall be in writing and deemed given when delivered: (i) by email to the address provided by Client; (ii) by certified mail; or (iii) by reputable courier service. Vestora may provide legal notices electronically.

10.10 Entire Agreement

These Terms, together with any Engagement, represent the entire agreement between the parties and supersede all prior proposals, understandings, or agreements relating to the Services.

10.11 Interpretation

Headings are for convenience only and shall not affect interpretation. “Including” shall mean “including without limitation.”

10.12 Successors & Assigns

These Terms shall be binding upon, and inure to the benefit of, the parties and their respective permitted successors and assigns.

11. Electronic Signatures & Electronic Communications

11.1 Electronic Signatures

Client agrees that electronic signatures, click-through acceptances, digital acknowledgments, e-file authorizations, DocuSign or similar e-signature workflows, or other electronic execution mechanisms constitute valid, binding, and enforceable signatures for purposes of these Terms, any Engagement, and any tax or financial filings or approvals permitted by applicable law.

11.2 Electronic Communications

Client consents to receive communications from Vestora electronically, including agreements, Engagements, invoices, statements, notices, disclosures, approvals, tax filings, K-1s, documents, and Deliverables. Client agrees that such communications satisfy any legal requirements for written communication.

11.3 Approvals & Instructions

Vestora may rely on electronic approvals, instructions, or authorizations transmitted via email, portal, text message (if business-appropriate), e-signature platform, or through the Services. Vestora has no obligation to verify the identity or authority of individuals providing instructions if such instructions originate from Client or Client’s designated representatives.

11.4 E-File Authorizations

Tax filings requiring federal or state e-file authorization may be executed electronically via IRS Form 8879, state equivalents, or permitted digital authorization workflows. Client acknowledges that failure to timely provide e-file authorization may result in delayed filings, penalties, or interest for which Vestora is not responsible.

11.5 Record-Keeping of Electronic Consent

Vestora may retain electronic copies of executed agreements, approvals, authorizations, and filings as business records. Such records shall be deemed originals and admissible for all legal purposes, including enforcement of these Terms.

12. Updates to Terms

Vestora may update or modify these Terms at any time in its sole discretion. The “Last Updated” date indicates the effective date of the most recent version. Client’s continued use of the Services after any update to these Terms constitutes Client’s acceptance of the updated Terms. If Client does not agree to the updated Terms, Client must discontinue use of the Services.

13. Contact Information

If you have any questions about these Terms or the Services, you may contact Vestora at:

Email: support@vestora.ai
Address: 126 Garden Court E, Arlington, TX 76013

Vestora may update its contact information from time to time without constituting a modification to these Terms.