Sundry Subscription Agreement

1. Who this agreement is between

1.1This Subscription Agreement is between Spark Jar LLC, a Washington limited liability company (UBI 606 268 108) that does business as Sundry (“Sundry”, “we”, “us”), and the accounting or bookkeeping firm that signs up for Sundry (the “firm”, “you”). Sundry is a division of Spark Jar LLC.

1.2Sundry is sold to businesses. By signing, the person signing says they have authority to bind the firm.

1.3Together, the following make up the agreement:

• this Subscription Agreement, which includes the Website Terms of Use in section 21;
• the Sundry Guarantee Terms;
• the Data Processing Addendum;
• the Sundry API Terms, if the firm or its clients use the API.

1.4If these documents conflict, the Guarantee Terms control on the guarantee, the Data Processing Addendum controls on personal information, the API Terms control on use of the API, and this Subscription Agreement controls on everything else.

2. What Sundry is

2.1Sundry is a software platform. It reads a firm’s client data, determines what tax applies to each transaction, cites the law behind each determination, and prepares the result for the firm and its client to review.

2.2The endpoint is the Sundry Worksheet. The firm’s client reviews the worksheet and signs off on their liability. Sundry does not file anything for them.

2.3After sign-off, Sundry takes filing preparation as far as each tax authority’s access allows. For the Washington Department of Revenue, that is a multi-company upload file. For most cities, it is a ready-to-mail paper return that the firm mails with a check, or the client pays on the city’s portal. Other authorities are handled the same way: Sundry prepares what that authority’s access allows, and no more.

2.4Sundry transmits no filings and holds no power of attorney. If the firm or its client holds a power of attorney or a filing credential, the firm holds it, decides when and how to use it, and files. The firm decides, and stays responsible for what it files.

2.5Sundry extends the professional. It does not replace people, and it is not a substitute for the firm’s own judgment.

2.6Sundry may improve, change or retire features. It will not remove a feature the firm relies on without reasonable notice.

3. Determinations are not advice

3.1A Sundry determination applies the law to the facts in the data supplied and cites the law it relies on. It is a software output for the firm to review. It is not legal advice or tax advice, and it is not addressed to the firm’s clients.

3.2The firm applies its own professional judgment. The firm, not Sundry, advises its clients, and decides whether to rely on, change or reject a determination.

3.3Sundry does not give opinions, assurance or reports on financial statements, and nothing Sundry produces should be described that way.

4. Accounts and seats

4.1The firm opens an account and names the people who may use it (“seats”). The firm chooses who they are and what each can do.

4.2Each person uses their own login and keeps it private. The firm is responsible for what happens under its seats and tells Sundry promptly if a login is lost or misused.

4.3The firm keeps its account details and the contact for notices current.

5. What the firm is responsible for

5.1The firm gives Sundry accurate and complete data. Sundry works from what it is given and what the firm connects, and cannot know what it is not told.

5.2The firm has the authority to give Sundry its clients’ data and to have Sundry work on it. Its clients are not parties to this agreement, so the firm obtains whatever consent or engagement terms it needs from them, including their agreement to electronic signature.

5.3The firm reviews each determination, each Sundry Worksheet and each return before it relies on it. The firm makes sure its client’s sign-off is real and informed, and approves what goes forward. Nothing is approved on the firm’s behalf by default.

6. Fees and payment

6.1The fees are those published on the Pricing page when the firm signs up: a one-time setup fee of $499; a monthly platform fee set by the number of companies the firm manages ($99, $249, $499 or $899); and $49 for each return, charged when the client signs off on the Sundry Worksheet. The API is priced as published: 5,000 transactions a month are included, and each transaction after that costs one cent.

6.2The platform fee and API usage are charged monthly; the setup fee once; the per-return fee at sign-off. The first month’s platform fee is prorated at sign-up. Sales tax is added where it applies.

6.3Sundry takes payment by bank debit (ACH) from the firm’s bank account, through its payment provider. A card is not required. At sign-up Sundry debits the $499 setup fee and the prorated first month. The monthly fees, and the $49 for each return when the client signs off on the Sundry Worksheet, are debited the same way. The firm authorises these debits. A bank debit may take one to two business days to clear.

6.4If a payment fails, or a bank debit is returned (which can happen days after the debit), Sundry tells the firm and may restrict access until it is paid. Sundry gives notice before it ends an account for non-payment.

6.5Sundry may change its prices. A change applies from the next month after Sundry gives the firm at least 30 days’ notice, and a firm that does not accept it may cancel before it takes effect.

6.6Fees are not refunded when an account is cancelled. Refunds under the guarantee are covered in section 7.

7. The Sundry Guarantee

7.1The Sundry Guarantee Terms are part of this agreement. They set out when Sundry refunds the fees paid for a return, how to make a claim, and what is not covered.

7.2Where the Guarantee Terms apply to a loss, they are the firm’s sole remedy for it. They are not a warranty beyond what they say.

8. Data and privacy

8.1The firm and its clients own their data. The firm gives Sundry a limited licence to host, process and display that data, only to provide, secure and support the service and to meet legal obligations.

8.2When Sundry handles personal information for the firm, it does so under the Data Processing Addendum, which is part of this agreement. That addendum covers security, breach notice within 72 hours, service-provider terms, and return or deletion of data.

8.3Sundry uses US-based providers. The complete list of provider categories is at Providers and AI, with notice before a new category is added or a provider is moved outside the United States.

8.4How Sundry handles personal information collected through its own website is described in the Privacy Notice.

9. Artificial intelligence

9.1Sundry uses AI agents, including Sal, in the app and on the site. On this website Sal answers by voice. In the Sundry app Sal answers by chat and voice. Calls to Sundry’s phone line, 360-979-1169, are answered by Sal, an AI agent. A person talking with Sal in any of these places is talking with an AI agent, not a human.

9.2AI can be wrong. The firm checks AI output before it relies on it. Sal can explain, retrieve and propose; the firm decides, and nothing in the firm’s name is approved, signed or filed by an AI agent on its own.

9.3We do not use customer data to train AI models, and our providers are contractually barred from doing so.

9.4Sundry’s AI providers are US-based. They are listed by category at Providers and AI.

10. Acceptable use

10.1The firm and its seats will not:

• use Sundry unlawfully, or to file anything the firm knows to be false;
• give Sundry data the firm has no right to give;
• copy, reverse engineer or try to extract the source or models behind Sundry;
• probe, attack or overload the service, or get around its limits or security;
• resell or sublicense Sundry, or use it to build a competing product;
• use it outside the United States or for taxes outside the United States (section 20).

10.2Sundry may suspend a seat or an account that breaks this section, giving notice first where it reasonably can.

11. Ownership and feedback

11.1Sundry owns the platform, its software, models, content and marks, and the worksheets’ design. The firm gets the right to use them during the term, as this agreement allows. The firm owns its data and the worksheets and returns prepared from it.

11.2If the firm suggests an improvement, Sundry may use it without payment or credit. The suggestion must not contain the firm’s confidential information or its clients’ data.

12. Confidentiality

12.1Each side keeps the other’s non-public information confidential, uses it only for this agreement, and shares it only with people and providers who need it and are bound to keep it confidential. The firm’s data is the firm’s confidential information.

12.2This does not cover information that is public through no fault of the receiver, that the receiver already had or learned lawfully elsewhere, or that it develops independently. A side may disclose information the law requires, giving the other notice where it lawfully can.

13. Warranties and disclaimer

13.1Sundry will provide the service with reasonable skill and care, and in substantially the way this agreement describes it.

13.2Except for that and the Guarantee Terms, the service is provided “as is”. Sundry does not promise that it will be uninterrupted or error-free, that the law will not change, or that a tax authority’s systems will be available. The law that applies is the law in force for the period in question, and Sundry cannot control when an authority publishes, changes or interprets it.

13.3The firm warrants that it has authority to enter this agreement and to give Sundry the data it provides.

14. Limits on liability

14.1Neither side is liable to the other for indirect, special, incidental, consequential or punitive damages, or for lost profits, arising out of this agreement.

14.2Each side’s total liability to the other for all claims arising out of this agreement is limited to the fees the firm paid Sundry in the 12 months before the event that gave rise to the claim.

14.3Neither limit applies to the firm’s obligation to pay fees, to a side’s fraud or wilful misconduct, to its indemnity for third-party infringement claims, or to anything the law does not allow to be limited.

14.4The guarantee sits outside the cap in 14.2. A refund under the Guarantee Terms does not count against it, and the cap on the guarantee is the refund itself, as the Guarantee Terms say.

15. Indemnities

15.1Sundry will defend the firm against a third-party claim that the Sundry platform, used as this agreement allows, infringes that party’s intellectual property rights, and will pay the damages and costs a court finally awards or Sundry agrees in settlement.

15.2The firm will defend Sundry against a third-party claim that arises from data the firm gave Sundry without the right to give it, or from the firm’s use of Sundry in breach of section 10. The firm’s indemnity does not cover anything the Guarantee Terms cover.

15.3The side seeking protection gives prompt notice, lets the other control the defence and settlement (a settlement may not admit fault for the protected side without its consent), and gives reasonable help at the other’s cost.

16. Term, cancellation and termination

16.1The agreement starts when the firm signs and continues month to month until it ends.

16.2The firm can cancel at any time in the app or by email to contact@sundry.tax. Cancellation takes effect at the end of the month in which it is made. There is no proration on cancellation, so the firm keeps access to the end of that month and does not receive a refund of that month’s fees.

16.3Either side may end the agreement for the other’s material breach if it is not fixed within 30 days of notice. Sundry may end it immediately for a breach of section 10 or non-payment after notice.

16.4Sundry may also cancel the service, or end this agreement, at any time and for any reason, by notice to the firm. The export period below still applies, and the guarantee continues for returns already signed off.

16.5When the agreement ends, the firm can export for 60 days; Sundry then deletes within a further 30 days; backups are overwritten in the providers’ ordinary cycle. This covers the firm’s data and the data of its clients, except where the law requires Sundry to keep a record. At the firm’s written request Sundry confirms the deletion.

16.6Sections that by their nature should continue (including confidentiality, ownership, liability, indemnities, governing law and the guarantee for returns already signed off) continue after the agreement ends.

17. Governing law and courts

17.1Washington law governs this agreement, without regard to its conflict-of-laws rules.

17.2The state and federal courts located in King County, Washington have exclusive jurisdiction over any dispute, and each side submits to them.

18. Notices

18.1Notices to Sundry go by email to contact@sundry.tax, with “Legal notice” in the subject. Notices to the firm go to the email address on its account. A notice is received when it is sent, unless the sender receives a delivery failure.

19. Changes and e-signature

19.1Sundry may change this agreement and the documents that form part of it. It will give notice, by email and in the app, at least 30 days before a change takes effect.

19.2The firm accepts the agreement by e-signature at sign-up, and accepts each new version by e-signature when it is published. Sundry’s app records the version, the time and the signer. The firm may cancel under section 16 before a new version takes effect. If the firm does not sign, the prior version applies until the firm cancels or the current month ends.

19.3A change to the Guarantee Terms applies to returns the client signs off on after the new version takes effect. It does not reduce the guarantee for a return already signed off.

19.4The firm and Sundry agree that electronic signatures and records are valid, under the federal Electronic Signatures in Global and National Commerce Act and Washington’s Uniform Electronic Transactions Act.

20. United States only, and general terms

20.1Sundry is offered in the United States, for United States taxes, to firms and clients based there. It is not offered in other countries. The firm will not use it in breach of US export controls or sanctions.

20.2Neither side is liable for delay or failure caused by events beyond its reasonable control, including outages at a tax authority, internet or utility failures, and the actions of governments. This does not excuse a payment due.

20.3The firm may not assign this agreement without Sundry’s written consent. Sundry may assign it to a successor to its business, with notice to the firm.

20.4This is the whole agreement on its subject, and replaces earlier proposals and understandings. If a part is unenforceable, the rest stays in force. Not enforcing a right does not waive it. The two sides are independent contractors.

21. Website Terms of Use

21.1This section applies to anyone who uses sundry.tax, whether or not they are a customer.

21.2The site and its content are provided for general information. They are not tax, legal or accounting advice, and are not a determination for any person or transaction. Use Sundry, or a qualified professional, for that.

21.3Sal on the site is an AI agent. It can be wrong, and what it says is not advice.

21.4Use the site lawfully. Do not interfere with it, scrape it at volume, or try to gain access to parts that are not public. Sundry owns the site’s content and marks. You may link to it and quote it briefly with credit.

21.5A request for a call back, or any other message sent through the site, is only a request. It is not a contract and does not create a customer relationship. A contract is formed only when a firm signs this Subscription Agreement.

21.6The site is provided “as is”. To the extent the law allows, Sundry is not liable for loss from using the site, other than for the firm’s rights under the rest of this agreement once it has signed it. How the site handles personal information is described in the Privacy Notice.