General Service Terms and Conditions

Preamble and Acceptance of Terms

These General Service Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "Customer," "you," or "your") and cacao.tax, LLC ("cacao.tax," "we," "us," or "our"), a Texas limited liability company. These Terms govern your access to and use of all services offered by cacao.tax, including both in-location services and services accessible through the cacao.tax mobile application (the "App"), collectively referred to as the "Services."

BY ENGAGING THE SERVICES, WHETHER IN PERSON AT A CACAO.TAX LOCATION OR THROUGH THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY.

These Terms are supplemented by the Mobile App Terms and Conditions and the Privacy Policy where you also use the cacao.tax App. In the event of conflict between these General Terms and the Mobile App Terms regarding in-location services, these General Terms govern.

Important Disclaimers, Please Read Carefully

1. cacao.tax is NOT a law firm, accounting firm, or government agency.
2. cacao.tax provides Texas Sales and Use Tax refund services through a Texas-licensed customs broker in full compliance with applicable Texas law and regulation.
3. A SEED Request is an internal informational evaluation only. It does NOT verify documents or merchandise and does NOT guarantee eligibility for any refund.
4. The mobile app does NOT perform physical verification of merchandise or documentation. Such verification is exclusively performed in person at a cacao.tax location.
5. cacao.tax collects and pursues tax refunds on your behalf under a limited Power of Attorney and Assignment of Rights. Once funds are collected by cacao.tax, a separate and independent obligation arises to pay you your share after deduction of applicable fees.

Section 1, Description of Services

1.1 Overview

cacao.tax provides Sales and Use Tax refund services to eligible customers in the State of Texas. The Services consist of two complementary components: (a) in-location services exclusively performed at the cacao.tax service location at 11801 Domain Dr, 3rd Floor, Austin, Texas 78758, with a Texas-licensed customs broker, and (b) ancillary digital services accessible through the App. Both components work together as part of a single, integrated refund process.

1.2 In-Location Services, Merchandise and Documentation Verification

The following services are rendered exclusively in person at a cacao.tax location and may only be performed by or under the direct supervision of a Texas-licensed customs broker in strict compliance with applicable Texas law and regulation:

• Physical, in-person verification of merchandise and supporting documentation. Both the Texas-licensed customs broker (or an authorized employee) and the customer must be simultaneously present.
• In-person verification that the merchandise is in new and unused condition, eligible for export, and qualifies for a Texas Sales and Use Tax exemption under applicable law.
• Preparation and execution of Texas Form 00-363 (Texas Sales Tax Exemption Certificate for Export) by the Texas-licensed customs broker or authorized employee.
• In-person, mutual execution of all required certifications and attestations by the customer and the customs broker representative.
• Submission of completed Sales Tax Exemption Export Certificates to the applicable Texas retailers and/or the Texas Comptroller of Public Accounts for the purpose of recovering Sales and Use Tax paid on qualifying purchases.

The Sales Tax Exemption Export Certificate issued through this process is the legal instrument upon which all subsequent tax refund claims are based. cacao.tax does not perform these in-location services remotely, through the App, or in any manner inconsistent with Texas law.

1.3 Power of Attorney and Assignment of Rights

As a condition of receiving the in-location tax refund services, and in order to enable cacao.tax to pursue, collect, and enforce tax refund claims on your behalf, you are required to execute a Limited Power of Attorney and Assignment of Rights ("POA") at the time of your in-location visit. By executing the POA, you irrevocably assign, transfer, convey, and deliver to cacao.tax, LLC, as full and complete owner, all rights, title, ownership, and interest in and to any and all Texas Sales and Use Tax refunds, rebates, credits, recoveries, claims, causes of action, and proceeds arising from or relating to tangible personal property purchased by you and exported outside the United States, for the period specified in the POA.

This assignment constitutes a complete transfer of ownership, with the express intent that cacao.tax become the sole and exclusive owner and real party in interest, vested with the unrestricted right to pursue, collect, receive, deposit, endorse, retain, recover, negotiate, and enforce such amounts, including through any and all legal processes, in any court or tribunal of competent jurisdiction in the State of Texas and throughout the United States.

You further appoint cacao.tax as your true and lawful attorney-in-fact, with full authority to:

• Prepare, execute, amend, and file claims or tax forms;
• Request and obtain records or information from retailers, sellers, the Texas Comptroller of Public Accounts, and any governmental or private entity;
• Communicate by any means, receive payments, and take any actions necessary to secure such refunds;
• Assert, demand, enforce, compromise, settle, or litigate such claims in cacao.tax's own name, including the right to initiate, prosecute, defend, and pursue any administrative proceeding, claim, or lawsuit; and
• Initiate, prosecute, defend, appeal, settle, or enforce any claim, action, arbitration, or legal proceeding, including litigation, before any and all courts, tribunals, administrative bodies, or governmental authorities of competent jurisdiction in the State of Texas and throughout the United States, with the full rights of an owner, as if cacao.tax had stepped into your shoes as the original purchaser and rights-holder.

You acknowledge and confirm that the POA constitutes a full and complete transfer of ownership, not merely the grant of agency authority, over the assigned refund rights, with the effect that cacao.tax steps into your shoes as the rightful owner and may independently initiate and pursue any and all legal processes at any level, including litigation before any court in Texas or the United States, to the same extent as if cacao.tax were the original purchaser. You represent that you have not previously claimed or assigned these refunds and will not do so in the future, and agree to cooperate as reasonably necessary to effectuate this assignment. The POA and Assignment shall be binding upon you and your heirs and shall be governed by the laws of the State of Texas.

1.4 Fund Collection and Disbursement

Upon successful collection of tax refund funds by cacao.tax, a separate and independent contractual obligation arises on the part of cacao.tax to pay you your allocated share of such funds, after deduction of cacao.tax's applicable service fees as set forth in Section 3. This payment obligation is independent of the rights assigned to cacao.tax under the POA. cacao.tax will remit your allocated share to your designated account through the App or such other agreed payment method. Customers have one (1) year from the date shown on the applicable payment medium to claim their refund allocation. Any unclaimed or uncashed refund payment after this period is forfeited by the customer to cacao.tax, LLC.

1.5 App-Based Ancillary Services

In connection with and supplementary to the in-location services, cacao.tax offers the following digital services through the App:

• SEED Request Service: An internal informational evaluation tool that assesses the potential scope of a tax refund claim based on submitted receipts and documentation. A SEED Request is informational only and does not constitute verification, certification, or legal advice.
• Refund Status Tracking: Where a Sales Tax Exemption Export Certificate has been issued following a completed in-location visit, the App may be used to track the status and progress of the resulting refund claim. This is an informational tracking service only.
• Receipt of Funds: Where cacao.tax has collected refund funds to which you are entitled, the App provides a secure interface through which your allocated share (after applicable fees) is made available for transfer to your designated bank account or payment processor.

1.6 No App-Based Verification or Certification

cacao.tax does not perform, through the App or otherwise remotely, the physical verification of merchandise or documentation, the preparation or execution of Texas Form 00-363, or any other step of the official export certification process. Such steps must be completed exclusively in person at a cacao.tax location with a Texas-licensed customs broker.

Section 2, Eligibility

2.1 Age Requirement

The Services are intended exclusively for adults who have reached the age of majority in their jurisdiction of residence, and in no event for persons under eighteen (18) years of age.

2.2 Export Eligibility

To be eligible for a Texas Sales and Use Tax refund through the Services, the customer must meet all requirements imposed by Texas law and regulation, including:

• The merchandise must be tangible personal property purchased for export outside the United States;
• The merchandise must be in new and unused condition at the time of in-location verification;
• The merchandise must not have been used in Texas prior to export;
• The customer must depart the United States with the merchandise;
• The purchase must have been made no more than thirty (30) days prior to the issuance of the Sales Tax Exemption Export Certificate, unless otherwise permitted by applicable law or cacao.tax policy;
• The purchase must have been made by the customer personally, for non-commercial purposes; and
• The customer must present all required documentation, including a valid passport, original receipts, and, where applicable, a visa, foreign voter registration picture identification indicating foreign residency, sales price and quantity information, and departure documentation.

2.3 Merchandise and Transaction Requirements

• Each individual receipt from a single physical store location must reflect a purchase total of at least USD $12.00 in Sales and Use Tax paid. Receipts totaling less than $12.00 per physical store location will not be processed.
• Transactions must be denominated in United States Dollars, except where expressly permitted by cacao.tax.
• Merchandise that was purchased and subsequently returned is not eligible for a refund claim.
• Only merchandise purchased by the customer personally for non-commercial purposes qualifies.

Section 3, Fees and Compensation

3.1 Service Fees

cacao.tax retains a service fee from tax refund proceeds actually collected on your behalf. The fee structure is as follows:

• Fifty percent (50%) of the collected refund amount is retained by cacao.tax as its service fee.
• Fifty percent (50%) of the collected refund amount is remitted to you, the customer.

The service fee is contingent and becomes due and payable solely upon actual collection of refund funds by cacao.tax. No fee is earned, charged, or owed unless and until cacao.tax has received the funds. By engaging the Services and executing the POA, you expressly authorize cacao.tax to retain its fifty percent (50%) share from collected refund proceeds prior to remitting your allocated share.

3.2 No Upfront Charges

cacao.tax does not charge upfront fees for the in-location verification service or the SEED Request service. Compensation is solely derived from the service fee retained from successfully collected refunds.

3.3 No Guarantee of Refund

cacao.tax does not guarantee that a refund will be obtained in any particular amount or at all. The amount of any Sales and Use Tax refund is subject to applicable Texas law and the decisions of retailers and governmental authorities. cacao.tax is not responsible for refunds that expire due to the passage of time, or for items that are not exported, disqualified, or otherwise unused.

3.4 Receipt Processing Deadlines

Export Certifications issued more than thirty (30) days before submission to the applicable retailer or government authority will not be processed or retained by cacao.tax. Customers are responsible for ensuring timely submission of all export documentation.

Section 4, Customer Obligations

4.1 Accuracy of Information and Documentation

You represent, warrant, and agree that all information, documentation, and materials you provide to cacao.tax, whether in person or through the App, are:

• Truthful, accurate, complete, and not misleading;
• Authentic originals or true and accurate copies not altered, fabricated, or manipulated;
• Your own documentation or documentation you are legally authorized to submit; and
• Submitted in compliance with all applicable laws and regulations.

4.2 Legal Compliance

You are solely responsible for ensuring your full compliance with all applicable United States federal and Texas state customs, export, import, and tax laws and regulations. You acknowledge that tangible personal property not exported is subject to taxation under Texas law, and that providing false information to a customs broker is a Class B misdemeanor. If you improperly obtain a refund on merchandise used in Texas prior to export, you are liable for an amount equal to the value of such merchandise, in addition to applicable civil and criminal penalties.

4.3 Required Documentation at In-Location Visit

You must provide at your in-location visit:

• Valid passport; applicable visa or foreign voter registration picture identification indicating foreign residency;
• Original purchase receipts for each item included in the refund claim;
• The merchandise itself, in new and unused condition;
• Sales price, quantity, and description of each item;
• Foreign country of destination (must be the country in which you reside);
• Information about the departure location, expected date and time of export; and
• Any additional documentation required by the Texas-licensed customs broker or applicable law.

4.4 Export Obligation

You understand and agree that all exported items must leave the United States with you. If an item is exported, the sale becomes final and the item may not be returned. You must provide additional shipping documentation proving departure from the United States for all exported items, if requested by cacao.tax.

Section 5, Prohibited Conduct

In connection with your use of the Services, you agree not to:

• Submit false, altered, fabricated, or fraudulent receipts, identity documents, or other materials;
• Seek a refund for merchandise that was purchased and subsequently returned;
• Submit transactions for merchandise not eligible under Texas law;
• Impersonate any person or entity, or misrepresent your identity, affiliation, or place of residence;
• Use the Services for commercial purposes or on behalf of a business entity without express authorization;
• Engage in any conduct designed to circumvent or abuse the Services or Texas tax law;
• Provide false departure or export information; or
• Engage in any conduct that cacao.tax determines, in its reasonable discretion, to be fraudulent or abusive.

Section 6, Disclaimers of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CACAO.TAX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CACAO.TAX DOES NOT WARRANT ANY PARTICULAR TAX OUTCOME, REFUND ELIGIBILITY, OR COMPLIANCE WITH APPLICABLE LAW.

cacao.tax is not a law firm and the Services do not constitute legal advice, tax advice, or professional customs brokerage advice. Customers requiring legal or tax guidance should consult qualified independent counsel.

Section 7, Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CACAO.TAX AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, INCLUDING LOSS OF ANTICIPATED TAX REFUNDS, LOSS OF DATA, OR ANY FAILURE, DELAY, OR ERROR IN THE SERVICES.

IF CACAO.TAX IS FOUND LIABLE TO YOU FOR ANY REASON, CACAO.TAX'S TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO THE GREATER OF: (A) THE FEES ACTUALLY RETAINED BY CACAO.TAX IN CONNECTION WITH YOUR SPECIFIC REFUND CLAIM; OR (B) ONE HUNDRED DOLLARS (USD $100.00).

Some jurisdictions do not permit the exclusion or limitation of certain damages. In such jurisdictions, the foregoing limitations shall apply to the fullest extent permitted by law.

Section 8, Customer Indemnification

You agree to indemnify, defend, and hold harmless cacao.tax and its members, managers, officers, employees, agents, and contractors from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of any provision of these Terms or the POA;
• Your submission of false, fraudulent, altered, or unauthorized information, receipts, or documentation;
• Your violation of any applicable law, regulation, or third-party right;
• Any claim that your use of the Services caused harm to a third party; or
• Any improper export, use of returned merchandise, or violation of Texas tax law.

Section 9, Fraud Prevention

cacao.tax maintains the right to investigate any suspected unauthorized, fraudulent, or abusive activity. Upon determination of such activity, cacao.tax may, without prior notice:

• Suspend or terminate service to the customer;
• Decline to process any pending or future refund claim;
• Refer the matter to appropriate law enforcement or regulatory authorities; and/or
• Pursue any other legal or equitable remedy available.

Fraudulent activities include without limitation:

• Submission of altered or counterfeit receipts or identity documents;
• Submission of receipts for merchandise subsequently returned;
• Multiple submissions for the same transaction; and
• Any conduct designed to circumvent Texas tax law or cacao.tax's policies.

Section 10, Mandatory Legal Record-Keeping Obligations

cacao.tax operates within a heavily regulated legal framework governing the issuance of Texas Sales Tax Exemption Export Certificates and the conduct of licensed customs broker operations. In order to fulfill its legal obligations, cacao.tax is required by applicable law and regulation to create, maintain, and retain certain records independently of, and irrespective of, any account deletion request or client instruction to the contrary.

10.1 Regulatory Basis for Mandatory Retention

The following legal authorities impose mandatory record-keeping obligations on cacao.tax and, where applicable, on the licensed customs broker through whom the in-location services are performed:

• Applicable Texas law and regulation governing Sales and Use Tax, including provisions relating to sales tax exemption certificates, export eligibility, and the retention of documentation by customs brokers and retailers;
• Applicable Texas administrative rules and regulations governing the issuance and recordkeeping of export exemption certificates by the Texas Comptroller of Public Accounts;
• Rules and requirements of the Texas Department of Licensing and Regulation and any other state regulatory body with jurisdiction over customs broker operations; and
• Any applicable federal law, regulation, or requirement governing the recordkeeping of export transactions, tax instruments, or powers of attorney.

10.2 Records Subject to Mandatory Retention

The following categories of records are subject to mandatory retention by cacao.tax regardless of any account deletion, client request, or other instruction:

• All completed Texas Form 00-363 Sales Tax Exemption Export Certificates, including all information required by Texas law for the validity of such certificates;
• Customs broker transaction records, verification logs, and related documentation required to be maintained under applicable Texas law and regulation;
• Records of all tax refund claims filed, amounts collected, amounts outstanding, and disbursements made, for audit and compliance purposes;
• Executed Powers of Attorney and Assignment of Rights instruments, for such period as required by law or necessary to enforce or defend legal claims; and
• Any record whose retention is required by a court order, governmental directive, or applicable regulatory requirement.

The mandatory retention of the foregoing records does not require the continued retention of all personal identifying information associated with a client's account. Where a client deletes their account, certain identifying information, including contact details, may be removed, while the legally required transaction and certification records are retained in a form sufficient to satisfy regulatory obligations.

10.3 Account Deletion and Forfeiture of Refund Entitlement

PLEASE READ THIS SECTION CAREFULLY. IT DESCRIBES THE PERMANENT LEGAL AND FINANCIAL CONSEQUENCES OF DELETING YOUR CACAO.TAX ACCOUNT.

When a client deletes their cacao.tax account through the App or by written request, the following occurs:

• All unprocessed SEED Request data associated with the account is permanently deleted.
• All pending tax exemption certificate issuance requests that have not yet been completed are cancelled and the associated data permanently deleted.
• All active refund tracking records, whether relating to refunds already collected from retailers or the Texas Comptroller of Public Accounts, or to refunds still pending collection, are permanently deleted from the client's account.
• All funds that have been collected by cacao.tax and allocated to the client's account in cacao.tax's internal ledger, but that have not yet been transferred to an external bank account or payment processor, are forfeited upon deletion and become the sole and exclusive property of cacao.tax.
• Personal identifying information linked to the client's account, including, without limitation, email address, phone number, and account credentials, is removed from cacao.tax's active database.

BY DELETING YOUR ACCOUNT, YOU IRREVOCABLY FORFEIT: ALL FUNDS ALREADY COLLECTED BY CACAO.TAX AND ALLOCATED TO YOUR ACCOUNT IN CACAO.TAX'S INTERNAL LEDGER THAT HAVE NOT YET BEEN TRANSFERRED TO AN EXTERNAL DESTINATION, THESE BECOME THE SOLE PROPERTY OF CACAO.TAX UPON DELETION; YOUR RIGHT TO FOLLOW UP ON, PURSUE, OR RECEIVE PROCEEDS FROM ANY REFUND CLAIMS PENDING COLLECTION FROM RETAILERS OR THE TEXAS COMPTROLLER OF PUBLIC ACCOUNTS UNDER CERTIFICATES ISSUED PRIOR TO DELETION; AND ANY FUTURE REFUND PROCEEDS COLLECTED UNDER PREVIOUSLY ISSUED CERTIFICATES AT ANY TIME FOLLOWING DELETION. THIS FORFEITURE IS PERMANENT AND CANNOT BE REVERSED.

BEFORE DELETING YOUR ACCOUNT, cacao.tax strongly recommends that you: (1) ensure that all funds allocated to your profile in cacao.tax's internal ledger have been fully transferred to your external bank account or payment processor, as any untransferred allocated funds will be permanently forfeited; and (2) ensure that you have no pending refund collections outstanding, as you will permanently forfeit your right to pursue or receive those proceeds upon deletion.

Section 11, Termination of Services

cacao.tax reserves the right to refuse or terminate services to any customer who has engaged in prohibited conduct, provided false information, or violated any applicable law. Termination does not affect any rights or obligations that have accrued prior to termination, including cacao.tax's right to retain fees from collected funds and the assignment of rights under any executed POA.

Section 13, Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any dispute not subject to arbitration shall be resolved exclusively in the state or federal courts of competent jurisdiction located in Travis County, Texas, and both parties consent to the personal jurisdiction of such courts.

Section 14, Dispute Resolution and Arbitration

14.1 Informal Resolution

Before initiating any arbitration or legal proceeding, the parties agree to first attempt informal resolution. You must send written notice to cacao.tax at the address in Section 16 describing the dispute and your proposed resolution. The parties shall negotiate in good faith for at least thirty (30) days before commencing arbitration.

14.2 Binding Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved by final and binding individual arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), conducted before a single arbitrator in Austin, Texas, applying Texas law. The arbitrator's decision shall be final and binding. Each party bears its own attorneys' fees unless the arbitrator determines otherwise under applicable law.

14.3 Class Action Waiver

EACH PARTY MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

14.4 Time Limitation

Any arbitration claim must be initiated within one (1) year from the date on which the claiming party knew or reasonably should have known of the facts giving rise to the claim. Claims not initiated within this period are permanently barred.

Section 15, General Provisions

15.1 Entire Agreement

These Terms, together with the executed POA, the Mobile App Terms and Conditions (where applicable), and the Privacy Policy, constitute the entire agreement between you and cacao.tax with respect to the Services, and supersede all prior agreements and understandings.

15.2 Modifications

cacao.tax may update these Terms for business, legal, or operational reasons. Material changes will be communicated with at least thirty (30) days' notice where reasonably practicable. Your continued use of the Services following notice of updated Terms constitutes acceptance.

15.3 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions remain in full force.

15.4 No Waiver

Failure to enforce any right or provision shall not constitute a waiver.

15.5 Assignment

You may not assign your rights under these Terms without prior written consent of cacao.tax. cacao.tax may freely assign in connection with a merger, acquisition, or sale of assets.

15.6 Force Majeure

cacao.tax shall not be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, telecommunications failures, or third-party service outages.

Section 16, Contact Information

For questions or concerns regarding these Terms or the Services: