Terms of Service

These Terms of Service ("Terms") are a contract between you and DTS Analytics LLC ("DTS Analytics," "Company," "we," "us," "our"), which operates Abakus Automations ("Abakus"). They govern your access to and use of the abakusautomations.com website and the information on it (the "Site").

If you use the Site on behalf of a firm or other legal entity, you represent that you have authority to bind that entity, and "you" and "your" mean that entity. If you do not agree to these Terms, do not use the Site.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE.

1. The Site and our services

Abakus is a technology consultancy. The Site describes how we design and build automations for accounting and tax firms, including a free audit, implementation priced per automation according to firm size, and ongoing support. The Site is informational. It is not itself a subscription product, a client portal, or tax software.

Paid work — an audit that goes beyond the public description, a build, a deployment in your environment, or monthly support — is performed only after you approve a written proposal, statement of work, or other agreement (an "Engagement Agreement"). If an Engagement Agreement conflicts with these Terms, the Engagement Agreement controls for that work. These Terms still govern use of the Site.

DTS Analytics LLC is not a CPA firm, an enrolled agent, or a law firm. We do not prepare tax returns for your clients, we do not sign returns, and we do not provide tax, legal, or accounting advice. Professional judgment stays with the licensed people at your firm.

2. Eligibility

The Site is offered for business use by adults. You must be at least 18 years old and able to form a binding contract. You may not use the Site if you are barred from doing so under the laws of the United States or of the place where you access it. The Site is not directed to children under 13.

3. The free audit

You may request a free audit through the Site. The audit is a working conversation, typically about 45 minutes, in which we look at how your firm handles repetitive work and give you a ranked list of automations with an illustrative estimate of hours that might be saved. You may keep that list whether or not you hire us. The audit does not obligate either of us to enter an Engagement Agreement.

Do not send Social Security numbers, full tax returns, or other client tax files through the public form. Share only what your firm is authorized to share. Estimates of time saved are illustrations based on what you tell us. They are not a warranty of a particular result, fee reduction, or filing outcome.

4. Pricing, quotes, and payment

Prices shown on the Site are starting rates for a typical automation, stated per automation and by firm size. They are general information. They are not an offer. A second automation is priced at the same rate again, and a third the same way, unless the work is not a typical automation. A full platform or an unusually complex workflow is scoped in the audit and is not produced by multiplying the starting rate. Rates on the Site may change at any time before you accept a written quote. A quote you accept in writing is the price for the scope it describes.

Unless the Engagement Agreement says otherwise:

• The setup amount is a one-time fee for the automation or automations you approved.
• The monthly amount covers hosting, AI usage, monitoring, and ordinary changes for the automations that are running, as the quote describes.
• Monthly support may be cancelled with 30 days' written notice. Setup fees already earned are not refunded because the build has been performed, except where the Engagement Agreement or applicable law says otherwise.
• Invoices are issued to the firm under the Engagement Agreement and are due as that agreement states. We may suspend work or support if an undisputed invoice remains unpaid after notice.
• Fees are in U.S. dollars and exclusive of taxes. You are responsible for taxes we are required to collect, other than taxes on our net income.

There is no self-serve checkout on the Site. We do not charge your card because you submitted the audit form.

5. Your responsibilities

If we work together, you agree to:

• Give us accurate information about your firm, your systems, and the work you want automated
• Name a point of contact who can make decisions and provide access in reasonable time
• Make sure your firm has the right, and any required notice or consent, to share client, employee, and taxpayer information with us and with the subprocessors named in the Engagement Agreement
• Keep professional review of anything that will be filed, sent to a client, or relied on as tax, legal, or accounting work. An automation can prepare a draft, a reminder, or an extraction. It does not replace a preparer, reviewer, or signer.
• Maintain the accounts, licenses, and administrator rights for software your firm owns. We connect to those systems. We do not become the owner of your TaxDome, Karbon, QuickBooks, Microsoft, Google, or tax-software subscription.

6. Client data and confidentiality

You retain all right, title, and interest in your firm's data and in your clients' data. We use that data only to perform the engagement, secure it, and meet law. We do not sell it and we do not use it to train public AI models.

Each party will protect the other party's non-public business information with reasonable care and will use it only for the relationship described in these Terms or in an Engagement Agreement. We will bind subprocessors who need access to confidentiality obligations consistent with that duty. These obligations do not cover information that is public through no fault of the receiving party, that the receiving party already knew, that a third party provides without a duty of confidence, or that is independently developed. A party may disclose information if law requires it, after notice where notice is legally allowed.

On written request at the end of an engagement, we will return or delete client data we hold for that engagement, except for copies we must keep for legal, tax, or security-backup reasons. Backups age out on their ordinary cycle.

7. Artificial intelligence

Automations may use artificial intelligence to classify documents, extract fields, draft text, or route work. You acknowledge that:

• AI output can be wrong, incomplete, or fabricated. Low-confidence results still require a person at your firm to check them before they are used.
• We use business and API offerings under terms that prohibit training on your content, and zero-data-retention options where the provider offers them. A private deployment in your own environment is available when the statement of work includes it.
• AI output is not tax, legal, or accounting advice and is not a substitute for the workpapers and review your firm's standards require.
• You are responsible for the instructions, sample files, and system access you give us, and for how your staff use the finished automation.
• Third-party AI providers have their own terms. We are not responsible for an outage or a change in a provider's model that we do not control, but we will use reasonable efforts to keep an approved automation working or to tell you if a provider change requires a redesign.

8. Acceptable use of the Site

You agree not to:

• Use the Site for any unlawful purpose, or to submit information you know is false
• Interfere with the Site, probe or scan it without permission, or attempt to gain access to non-public areas, other users' inquiries, or our systems
• Scrape, harvest, or bulk-download the Site except for ordinary browsing, linking, and the machine-readable files we publish for that purpose (such as robots.txt, the sitemap, and llms.txt)
• Send malware, or overload the Site or the audit form
• Use the Site to collect personal information about other people, or to submit a firm's client tax files through the public form
• Misrepresent your identity or your authority to bind a firm
• Copy the Site's design or content to build a competing site, or frame the Site in a way that suggests a false affiliation

We may refuse, remove, or rate-limit a submission that looks automated, abusive, or incomplete. We may suspend access to the Site for a violation of these Terms.

9. Intellectual property

The Site, including its text, graphics, logo, and layout, is owned by DTS Analytics LLC or its licensors and is protected by intellectual property laws. You may link to public pages and quote short excerpts with attribution. You may not copy the Site for a commercial publication or a competing service without our written permission.

Product names of other companies that appear on the Site are trademarks of their owners. They are used only to describe compatibility or a category of software. Abakus is not affiliated with or endorsed by those owners.

For paid work, unless the Engagement Agreement says otherwise: you own your data and your pre-existing materials; we own our pre-existing tools, templates, generic methods, and know-how; and you receive a non-exclusive license to use the automations we build for your firm's internal operations for as long as the applicable support arrangement is in effect and fees are paid. A transfer of ownership of a specific deliverable happens only if the Engagement Agreement says so in writing. We may reuse general skill and non-confidential patterns on other engagements. We will not reuse your firm's confidential data or a workflow that identifies your clients.

If you send us suggestions about the Site, you grant DTS Analytics a non-exclusive, royalty-free right to use them without obligation to you.

10. Third-party services

The Site may link to third-party websites. Automations connect to software your firm already licenses. Those services are governed by their own terms and privacy policies. We are not responsible for a third party's outage, price change, or decision to restrict an API. We do not warrant that a named product will remain available or that its vendor will approve an integration.

11. Professional and results disclaimers

PLEASE READ THIS SECTION. IT LIMITS WHAT YOU MAY RELY ON THE SITE AND OUR WORK FOR.

• No professional advice. Content on the Site, including articles, comparisons, pricing examples, and the audit, is general information. It is not tax advice, legal advice, accounting advice, or a legal opinion. No CPA-client, attorney-client, or fiduciary relationship is created by using the Site or by hiring us to build software.
• Your license, your signature. Your firm remains solely responsible for returns, filings, client advice, engagement letters, and compliance with IRS, state, and professional rules, including rules on confidentiality and data security. An automation does not sign a return and does not supervise a preparer.
• Estimates are not guarantees. Hours-saved figures, cost comparisons, and descriptions of what a typical automation includes are illustrations. Actual results depend on your firm's volume, software, exceptions, and how your staff use what we build.
• No warranty of a filing outcome. We do not warrant that an automation will be accepted by a tax authority, a software vendor, or a client, or that it will reduce penalties, inquiries, or malpractice risk.

12. Disclaimer of warranties

THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, DTS ANALYTICS DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

Any warranty for a paid automation or for support exists only if it is written in the Engagement Agreement. If the Engagement Agreement is silent, the paid work is also provided as-is, except for warranties that applicable law does not allow us to disclaim.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, DTS ANALYTICS LLC AND ITS MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, OR FOR TAX, PENALTIES, INTEREST, OR CLIENT CLAIMS, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY.

To the fullest extent permitted by law, our total liability for all claims arising out of the Site, an audit, or these Terms will not exceed the greater of (a) the amount you paid to DTS Analytics for the Abakus services giving rise to the claim during the twelve (12) months before the claim, or (b) one hundred U.S. dollars (USD $100).

For claims arising out of a paid engagement, the liability cap in the Engagement Agreement applies. If that agreement has no cap, our total liability for that engagement will not exceed the fees you paid us under that engagement during the twelve (12) months before the claim.

These limits apply to every theory of liability, including contract, tort, and statute. They do not apply to liability that applicable law does not allow to be limited, such as liability for fraud or for death or personal injury caused by negligence where such a limit is prohibited. Some jurisdictions do not allow certain limitations. In those jurisdictions, the limits apply to the fullest extent permitted.

14. Indemnity

You will defend, indemnify, and hold harmless DTS Analytics LLC and its members, managers, employees, and agents from and against any third-party claim, damage, loss, and reasonable attorneys' fees arising out of: (a) your use of the Site; (b) content or data you submit, including client or taxpayer information you were not authorized to share; (c) your firm's tax, legal, or accounting advice, filings, or client relationships; (d) your violation of these Terms or of an Engagement Agreement; or (e) your violation of law or of a third party's rights.

We will defend you against a third-party claim that a deliverable we created for you under an Engagement Agreement infringes that third party's United States intellectual property right, and we will pay damages finally awarded or a settlement we approve, provided you give us prompt notice, reasonable cooperation, and sole control of the defense. We have no obligation for claims caused by your materials, your systems, a combination we did not approve, or your use after we told you to stop. This section states our entire obligation for intellectual-property infringement.

15. Dispute resolution and governing law

These Terms and your use of the Site are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law rules. The federal and state courts located in Sheridan County, Wyoming, are the exclusive venue for any court proceeding that these Terms allow, and each party consents to personal jurisdiction there.

Before filing a claim, the party raising it will send a written notice describing the dispute to the address in Section 20 (or to the email the other party has been using) and will try in good faith to resolve it for thirty (30) days.

If the dispute is not resolved in that period, either party may start binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be held in Sheridan County, Wyoming, or by video if both parties agree. The arbitrator may award any relief a court could award on an individual claim, including injunctive relief limited to the individual party. Judgment on the award may be entered in any court with jurisdiction.

Class action waiver. Proceedings will be conducted only on an individual basis and not in a class, collective, consolidated, or representative action. If this waiver is held unenforceable as to a particular claim, that claim must proceed in court and the rest of this arbitration provision remains in effect. If a court finds the waiver unenforceable as to all claims, this entire arbitration provision is void.

Either party may seek provisional or injunctive relief in a court of competent jurisdiction to protect confidential information or intellectual property, without waiving arbitration of the underlying dispute. An Engagement Agreement may specify a different process for disputes arising only out of that agreement. Disputes about the Site remain under this Section 15.

16. Termination

You may stop using the Site at any time. We may suspend or end access to the Site, or refuse an audit request, at any time if we believe these Terms have been violated or if we stop offering the Site. Ending access to the Site does not by itself terminate an Engagement Agreement. That agreement ends only as it says it ends.

Sections that by their nature should survive do survive, including Sections 6, 9, 11, 12, 13, 14, 15, and 19.

17. Changes to the Site and to these Terms

We may change, suspend, or discontinue the Site, or any page on it, at any time. Prices, examples, and articles may be updated. We are not liable for a change to the Site.

We may revise these Terms by posting a new version and changing the "Last updated" date. If you continue to use the Site after that date, you accept the revised Terms. If you do not agree, stop using the Site. A revision does not change an Engagement Agreement you have already signed, unless that agreement says website terms are incorporated as they change and the law allows that incorporation.

18. Force majeure

We are not liable for delay or failure caused by events outside our reasonable control, including outages of cloud, AI, or communications providers, labor disputes, acts of government, or failures of the software vendors your firm relies on.

19. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and DTS Analytics about the Site. They do not replace an Engagement Agreement about paid work.
• Severability. If a provision is held unenforceable, the rest remains in effect. If a court reforms a provision, it applies as reformed.
• No waiver. A failure to enforce a provision is not a waiver. A waiver must be in writing to be effective.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them to a successor of the business.
• Notices. We may notify you through the Site or at the email you gave us. You may notify us at the address in Section 20 or at [email protected].
• Relationship. Nothing in these Terms creates a partnership, joint venture, or agency. We are an independent contractor when we perform paid work.
• Export and sanctions. You will not use the Site in violation of U.S. export or sanctions laws.
• Headings. Headings are for convenience only.

20. Contact

Questions about these Terms:

DTS Analytics LLC
1309 Coffeen Avenue STE 1200
Sheridan, Wyoming 82801
Operating as Abakus Automations
[email protected]