Free Agent Terms (Accounting Cohort)

Brainverse LLC · Effective May 1, 2026 · May 2026 Accounting Cohort

Notice: Drafted with AI assistance; not reviewed by outside counsel. Have an attorney review before relying on this in a binding dispute. These Terms apply specifically to the May 2026 Free Agent cohort for US-based CPA firms. For the general Free Agent program, see brainverse.ai/free-agent-terms.

In plain English, before the lawyering

This is what you are agreeing to, in normal words:

• We build one custom AI agent for one workflow in your firm, 100% free, targeting five business days.
• No card, no charge, no subscription, no auto-renewal, no invoice later. Ever.
• Your firm owns the delivered agent, its configuration, and its work product. You can keep running it after we hand it off.
• We do NOT build anything that performs audits, prepares tax returns, issues SSARS deliverables, touches SSNs, or substitutes for a CPA’s professional judgment. Enumerated exclusions are in Section 3.
• Your licensed CPAs remain the sole authority on every professional judgment. All agent output is draft work product that your firm must review before it is used or sent to a client.
• You are responsible for any §7216 taxpayer consent needed from your clients, for any engagement-letter updates you determine are necessary, and for any PL-insurance carrier notice your policy requires. We do not advise on those; those are your firm’s calls.
• Any client data you share during the build is used only for the build, stays in Brainverse-controlled encrypted storage during the build window, and is deleted within 30 days of handoff. Redacted or synthetic examples may be retained for a case study only with your firm’s written approval.
• Because the build is free, there are no warranties and our total liability is capped at zero dollars.
• Five business days is a target, not a service-level commitment.
• May cohort is limited. We can decline or terminate the build at any point before work begins, with no liability.

If anything here surprises you, ask us before accepting.

1. The Engagement

1.1 Brainverse LLC (“Brainverse”) will design and build one AI agent covering one repeatable internal workflow (the “Free Build”) for the CPA firm accepting these Terms (the “Firm,” “you”). Scope, integrations, and data inputs are confirmed in a written kickoff email.

1.2 No Fee. No Charge. No Automatic Conversion. The Free Build is provided at no cost to the Firm. No card is required at booking. No card is required at any point. No subscription is created. No charge is assessed at handoff or afterward. No invoice will be issued retroactively. The Free Build does not automatically convert into a paid engagement. Any future paid engagement requires a separately negotiated and signed agreement.

1.3 Brainverse’s Consideration.Brainverse’s consideration for the Free Build is limited to (i) the opportunity to learn from a real firm workflow, (ii) a non-obligatory opportunity to propose a post-build paid engagement, and (iii) the opportunity, subject to the Firm’s separate written consent, to produce a case study or marketing reference using redacted or synthetic examples only. The Firm is not obligated to provide consent, testimonials, referrals, or to enter any further engagement.

1.4 Timeline. Brainverse targets delivery within five business days of kickoff. The five-day timeline is a target, not a service-level commitment. Delay is not a breach.

1.5 Cohort Scheduling. This Free Build is offered as part of a limited May 2026 accounting cohort. Cohort spots are capped. Brainverse makes no commitment to year-round availability, rolling cohorts, or future cohorts. Brainverse may decline or terminate the Free Build at its sole discretion at any time before work begins, with no liability.

2. What the Free Build Includes

2.1One custom agent built to support one workflow that the Firm identifies on the kickoff call. The agent operates as internal, draft work product that the Firm’s CPAs review before any output is used, sent to a client, or relied upon.

2.2 A 30-minute handoff walkthrough at the end of the build.

2.3 A written handoff memo describing what the agent does, what it does not do, where its data lives during operation, and what Brainverse has deleted from its environment at handoff.

2.4 Up to seven calendar days of no-charge post-handoff support for fixes and small adjustments. Continued support is available as a separately negotiated paid engagement.

3. Explicit Exclusions

The Free Build is bounded to internal, operational workflows. Brainverse will not build, configure, or support an agent that performs, touches, substitutes for, or produces output for any of the following, regardless of Firm preference:

• PCAOB-audited engagement workflows. Any audit of an issuer, and any workflow supporting an issuer audit or work done by a PCAOB-registered firm in connection with an issuer engagement.
• SSARS engagement workflows. Compilations, reviews, or audit engagements performed under AICPA SSARS or comparable professional standards.
• Tax return preparation. Preparation of Form 1040, 1120, 1065, 990, state equivalents, information returns, or any workflow whose output is intended to enter a tax return as filed.
• Workflows processing regulated PII. Any workflow processing, transmitting, or storing Social Security Numbers, ITINs, EINs used as TIN-equivalents, full account numbers, or similar TIN-equivalent personally identifiable information.
• Circular 230-restricted practice. Tax advice on specific client positions, representation before the IRS, written advice subject to Circular 230 §10.37, or any activity constituting practice before the IRS.
• §7216 consent-dependent workflows. Any workflow subject to IRC §7216 consent requirements, or any workflow that would require the Firm to obtain §7216 taxpayer consent specifically for the Brainverse build.
• SOX-controlled financial reporting workflows. Internal control over financial reporting (ICFR) workflows, management assertions, SOC 1 / SOC 2 evidence workflows, or any workflow supporting financial reporting for an SEC registrant subject to SOX §404.
• Workflows that substitute a CPA’s professional judgment. Any workflow where the agent’s output would be relied upon in place of the professional judgment of a licensed CPA, including tax positions, audit opinions, attest conclusions, financial statement assertions, or client-facing professional advice.

3.2Out-of-scope requests, including anything in Section 3.1, will be declined. If the Firm’s candidate workflow falls inside any exclusion, Brainverse will identify a safe alternative on the kickoff call or decline the cohort spot.

3.3 No auto-send to clients.No agent delivered under the Free Build will auto-send communications to the Firm’s clients. Every outbound to a client is drafted by the agent and sent only after a human at the Firm reviews and approves it.

4. Firm Responsibilities

4.1 CPA Review of All Agent Output.The Firm’s licensed CPAs remain the sole authority for all professional judgments. All agent output is draft internal work product. The Firm is responsible for reviewing every agent output before it is used, sent to a client, or relied upon for any professional purpose. This obligation continues indefinitely and is not limited to a post-handoff window.

4.2 §7216 Consent.The Firm is solely responsible for determining whether IRC §7216 taxpayer consent is required from any of the Firm’s clients in connection with sharing client data with Brainverse for the Free Build, and for obtaining such consent in the form required by §7216 and its implementing regulations before sharing any covered data. Brainverse does not provide §7216 advice and makes no representation that any particular workflow does or does not require §7216 consent.

4.3 Engagement Letter Review. The Firm is solely responsible for reviewing its existing client engagement letters and for determining whether those letters authorize third-party AI processing in the manner contemplated by the Free Build. If the Firm determines that its engagement letters require amendment, the Firm is solely responsible for amending them. Brainverse does not provide advice on engagement letter adequacy.

4.4 PL Insurance Review and Notification. The Firm is solely responsible for reviewing its professional liability (PL) insurance coverage before sharing any client data with Brainverse or any third party. The Firm is solely responsible for notifying its PL carrier if required by policy terms. Brainverse does not advise on the adequacy of PL coverage, does not advise on whether carrier notice is required, and makes no representation about how any particular PL policy treats AI-assisted workflows.

4.5 Authority and Lawful Access.The Firm represents and warrants that it has the legal authority to authorize Brainverse to access the systems and data needed for the Free Build and to grant the licenses in Section 6, and that such access is lawful under the Firm’s agreements with its employers, vendors, and clients.

4.6 Scope Confirmation. The Firm will confirm in writing on the kickoff call which folders, inboxes, and files are in scope. Nothing outside that written scope will be read by Brainverse during the build.

5. Brainverse Responsibilities and Data Handling

5.1 Use Limitation.Client data that the Firm provides during the Free Build will be used solely to perform the Free Build. Brainverse will not use the Firm’s client data, workflow content, or agent outputs to train or fine-tune any model. Brainverse will not sell, license, or share the Firm’s data or agent outputs with any third party, except as strictly required to operate the agent through third-party APIs the Firm has authorized (for example, an LLM provider the agent calls at runtime).

5.2 Storage During Build. Any client data shared with Brainverse during the build window is stored in Brainverse-controlled encrypted storage for the duration of the build.

5.3 Deletion.Brainverse will delete the Firm’s client data from Brainverse-controlled systems within 30 days of Free Build handoff. A written deletion confirmation is included in the handoff memo.

5.4 Case Study Materials.Brainverse may retain only redacted or synthetic examples derived from the Free Build for use in case study or marketing reference materials, and only with the Firm’s separate written consent. The Firm may refuse consent, and refusal has no effect on the Free Build or any post-build option.

5.5 Commercially Reasonable Security.Brainverse will handle the Firm’s data using commercially reasonable security practices during the build window.

6. Intellectual Property

6.1 Full Ownership of the Delivered Agent.Upon delivery, the Firm owns (i) all data, content, and credentials the Firm provides, (ii) the delivered running instance of the agent deployed in the Firm’s stack, (iii) the configuration and customizations that adapt the agent to the Firm’s workflow, and (iv) the agent’s work product. The Firm’s ownership of the delivered agent and its customizations is unconditional and does not terminate or revert.

6.2 Brainverse Framework License-Back. The Firm grants Brainverse a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, and modify the underlying framework components (the “Brainverse Framework”), including agent architecture, prompt techniques, tool-orchestration patterns, memory structures, code libraries, and methodologies, independent of the Firm’s Custom Deliverables and Client Data. The license-back covers the Framework only. The license-back does not extend to the Firm’s Custom Deliverables, the Firm’s Client Data, the Firm’s business strategy, or any materials that identify the Firm or its clients.

6.3 License to Operate. Brainverse grants the Firm a perpetual, non-exclusive, royalty-free license to use, modify, and operate the delivered agent internally after handoff. The Firm may not resell, sublicense, publish, or redistribute the Brainverse Framework itself to third parties.

7. No Professional Services; No CPA Substitution

7.1 Brainverse is not a CPA firm. Brainverse does not provide accounting, attest, assurance, tax, audit, advisory, or other professional accounting services. No deliverable under the Free Build constitutes accounting advice, tax advice, attest work, an audit or review, a compilation, a financial statement, a tax return, or any form of professional accounting opinion.

7.2The Firm’s licensed CPAs remain the sole authority for every professional accounting, tax, audit, and advisory judgment. Agent output is draft work product requiring CPA review before it may be used, sent to a client, filed, or relied upon for any professional purpose.

7.3 Brainverse provides no advice on CPA licensure, state board rules, AICPA professional standards, IRS Circular 230, §7216 consent, PCAOB standards, SSARS, SOX, SOC, or any other regulatory or professional standard applicable to the Firm.

8. Warranties and Liability

8.1 As Is. The Free Build and all agent outputs are provided “AS IS” and “AS AVAILABLE.” Brainverse disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and uninterrupted operation. AI outputs are probabilistic; nothing is guaranteed correct. Given the exclusions in Section 3 and the CPA-review obligation in Section 4.1, the Firm acknowledges that every agent output must be treated as draft work product until reviewed by a licensed CPA at the Firm.

8.2 Liability Cap: Zero Dollars. Because the Free Build is provided at no charge, Brainverse’s total aggregate liability to the Firm arising out of or relating to these Terms, the Free Build, the delivered agent, or any agent output is capped at zero dollars.

8.3 No Consequential Damages. Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost fees, lost clients, lost realization, regulatory penalties, or business interruption.

8.4 Firm Indemnity.The Firm will indemnify and hold Brainverse harmless against any third-party claim arising from (i) the Firm’s data or credentials, (ii) the Firm’s use of the agent or its outputs, (iii) the Firm’s failure to obtain any required §7216 consent, (iv) the Firm’s failure to amend any engagement letter the Firm determines to require amendment, (v) the Firm’s violation of third-party terms of service, or (vi) any breach of the Firm’s representations in Section 4.

9. Termination and Cohort Scheduling

9.1 Either party may terminate the Free Build at any time, with or without cause, by written notice. Brainverse may decline or terminate before work begins at its sole discretion with no liability.

9.2On termination after work has begun, the Firm keeps whatever Brainverse has built through the termination date under the license in Section 6.3. Brainverse will delete the Firm’s client data from Brainverse-controlled systems on the same timeline as Section 5.3.

9.3 The May 2026 accounting cohort is limited. Brainverse makes no commitment to subsequent cohorts or to year-round availability. A cohort spot that is not scheduled within the cohort window may be released.

9.4 Survival. Sections 3, 4, 5, 6, 7, 8, and 10 survive termination.

10. Confidentiality

Each party will treat the other’s non-public information as confidential, use it only to perform or benefit from the Free Build, and protect it with reasonable care. The duty survives for three years. Standard carve-outs apply (public, already known, independently developed, or required by law).

11. Governing Law and Disputes

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws rules. Disputes will be resolved by binding arbitration under the AAA Commercial Arbitration Rules, venued in Pennsylvania. Each party bears its own costs. Either party may seek injunctive relief in court to protect intellectual property or confidential information.

12. Miscellaneous

12.1These Terms plus the written kickoff email are the entire agreement for the Free Build. If the Firm and Brainverse later enter a paid engagement, that engagement’s separately negotiated and signed agreement supersedes this document for that engagement.

12.2 Brainverse is an independent contractor. No partnership, joint venture, employment, or fiduciary relationship is created by the Free Build.

12.3 If any provision is held unenforceable, the remainder stays in effect. Failure to enforce any provision is not a waiver of it.

12.4The Firm may not assign these Terms without Brainverse’s written consent. Brainverse may assign to a successor in a merger or sale of substantially all assets.

Acceptance

By checking the acceptance box on the brainverse.ai/free-agent-accounting intake form, or replying in writing that you accept, the Firm agrees to be bound by these Terms.

Brainverse LLC · Pennsylvania · [email protected] · brainverse.ai