This Founding Member Access & Feedback Agreement (“Agreement”) is between RJ-DCF LLC (“Company,” “we,” “us,” or “our”), a Texas limited liability company doing business as Profenor, which operates the Profenor service (“Profenor,” the “Service”), and the founding member identified in the signature block below (“you” or “Member”).
Effective date: the date you accept this Agreement (your acceptance is recorded at signing).
We are offering you free access to Profenor during the Founding Period (defined below) — including per-order profit, IRS-referenced categorization, P&L, and nexus tracking — with that access made available beginning at public launch, as described below. The “Founding Period” begins on the Effective Date and runs until ninety (90) days after public launch of the Service, unless ended earlier under Section 11. We expect to make founding-member access available beginning at public launch (consistent with our note that there is no subscription charge until launch and you connect your store); if public launch is delayed, the Founding Period is correspondingly extended so that it does not expire before you have had the opportunity to use the Service. This free access during the Founding Period is a limited promotional arrangement for product validation. The free access itself is not a sale, not a perpetual or lifetime entitlement, and creates no obligation for us to provide the Service free of charge after the Founding Period ends. Except for the founding-rate price commitment expressly set out in Section 11, nothing in this Agreement guarantees continued access to the Service, future features, feature parity with future releases, or any perpetual right to use the Service without charge. For the avoidance of doubt, this Section 1 limits only the free pre-launch access; it does not limit, reduce, or qualify the Section 11 founding-rate price commitment, which governs pricing if you convert to a paid plan and controls over this Section 1 in any conflict regarding price.
“Public launch” means the date on which the Company first makes the Service generally available to the public as a paid subscription offering. For the avoidance of doubt, making the founding-seat reservation page or the $49 refundable-deposit checkout available does not constitute public launch.
As a founding member, we intend to provide the following during the Founding Period. These are good-faith, commercially-reasonable, best-efforts commitments, not guarantees of any specific outcome, deliverable, feature, or result, and they do not modify the disclaimers and liability limitations in Sections 6 and 7: - White-glove onboarding assistance — we will work with you to connect your store and set up your numbers. - Periodic founder access and check-ins — reasonable opportunities to talk with the founder during the Founding Period. - The opportunity to give roadmap input — you may submit suggestions on what we build next. Roadmap input is non-binding: the Company alone decides what to build, and submitting input creates no obligation for us to build, prioritize, or ship any feature, and no ownership, compensation, or joint-development right (see Section 9). - First access at launch — founding members will be among the first invited to use the Service at public launch.
Nothing in this Section is a guarantee of any particular feature, feature parity, timeline, uptime, or result, and the Company may modify or discontinue any of the foregoing in its reasonable discretion.
This Section covers only the use of your identity for marketing — that is, your business name, logo, and any testimonial you choose to provide. It is separate from, and does not affect, the feedback license in Section 9 (which already governs all feedback, suggestions, and ideas). Use of your name, logo, or testimonial is optional and off by default. We may use them only if you affirmatively opt in below.
If you do not check a box, we will not use your name, logo, or testimonial. Revoking this opt-in does not affect the separate feedback license in Section 9, which is perpetual and irrevocable by its terms.
THE SERVICE IS PRE-LAUNCH, VALIDATION-STAGE SOFTWARE PROVIDED FOR EVALUATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE SERVICE, INCLUDING ALL NUMBERS, CALCULATIONS, IRS REFERENCES, CATEGORIZATIONS, REPORTS, AND OTHER OUTPUTS, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY OUTPUT IS ACCURATE, COMPLETE, RELIABLE, OR CURRENT. BECAUSE THE SERVICE IS PRE-LAUNCH VALIDATION SOFTWARE, YOU SHOULD NOT RELY ON IT AS YOUR SOLE OR AUTHORITATIVE SOURCE FOR ANY FINANCIAL, TAX, OR BUSINESS DECISION, AND COMPANY MAKES NO GUARANTEE OF ACCURACY, UPTIME, OR ANY OUTCOME.
THE SERVICE IS BOOKKEEPING SOFTWARE. IT IS NOT TAX, LEGAL, OR ACCOUNTING ADVICE, AND COMPANY IS NOT A CPA FIRM. ALL NUMBERS AND IRS REFERENCES ARE BOOKKEEPING GUIDANCE ONLY; YOU MUST VERIFY THEM WITH YOUR OWN CPA OR ADVISOR BEFORE FILING OR RELYING ON THEM. WE WILL WORK TO FIX ISSUES YOU SURFACE, BUT FREE ACCESS DOES NOT ENTITLE YOU TO CONTINUED OR FUTURE ACCESS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, AND THE COMPANY WILL NOT BE LIABLE FOR ANY TAX PENALTIES, INTEREST, OR FILING ERRORS ARISING FROM YOUR USE OF OR RELIANCE ON THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ASSERTED AND SPECIFICALLY APPLY TO CLAIMS ARISING FROM DATA LOSS, SERVICE INTERRUPTIONS, CALCULATION ERRORS, REPORTING INACCURACIES, SECURITY INCIDENTS, OR UNAUTHORIZED ACCESS TO YOUR DATA, GIVEN THAT THE SERVICE IS PRE-LAUNCH VALIDATION SOFTWARE.
THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID THE COMPANY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). BECAUSE ACCESS DURING THE FOUNDING PERIOD IS FREE AND NO SUBSCRIPTION FEES ARE PAID, THE FEES-PAID AMOUNT IS $0, SO THE $100 FLOOR IS THE OPERATIVE CAP. (THE REFUNDABLE $49 RESERVATION DEPOSIT IS NOT A SUBSCRIPTION FEE; IT IS REFUNDABLE AS DESCRIBED IN SECTION 3.)
THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR (TO THE EXTENT APPLICABLE) BODILY INJURY OR DEATH.
This Section is consistent with, and does not enlarge, the limitation of liability in §9 of the Terms of Service, which also governs your use of the Service. If any limitation or exclusion in this Section is held unenforceable, it will be reformed to the minimum extent necessary to make it enforceable, and the remainder of this Agreement remains in effect.
You may see unreleased features, pricing, roadmaps, and other non-public information (“Confidential Information”). You agree to keep it confidential, use it only to participate in the Founding Period, and not disclose it. This confidentiality obligation survives for two (2) years after termination of the Founding Period, except that trade-secret information shall remain protected for so long as it qualifies as a trade secret under applicable law. It does not apply to information that is or becomes public through no fault of yours, that you already lawfully knew, or that you are legally compelled to disclose (with prompt notice to us where lawful). The Company’s obligations with respect to your Customer Data are set out in Section 10, the Privacy Policy, and Article 17 of the Terms of Service; this one-directional confidentiality obligation is therefore intentional.
Your store and financial data (“Customer Data”) is yours. We process it only to provide the Service, in accordance with our Privacy Policy and the Data Processing & Service-Provider Terms in Article 17 of our Terms of Service, using industry-standard encryption and multi-tenant isolation. You may export or request deletion at any time, subject to the limited security audit-log retention described in our Privacy Policy.
Either party may terminate this Agreement at any time on written notice. The Company will give at least 30 days’ written notice before ending the Founding Period for founding members generally. You may cancel at any time, with no obligation to continue.
You are under no obligation to continue. On termination or expiration, you may export your data for 30 days, after which it may be deleted per the Privacy Policy.
Conversion to a paid plan (fresh affirmative consent; no auto-conversion). The Founding Period is free. We will not automatically convert you to a paid plan and will not charge you any amount unless and until you give fresh affirmative consent to paid subscription terms after the Founding Period, including the price, billing cadence, and automatic-renewal disclosures, which will be the then-current Terms of Service and subscription terms (see Section 5 of the Terms of Service). No silent or automatic conversion will occur.
You may elect to enroll in a paid subscription at any time during the Founding Period by providing fresh affirmative consent to the applicable paid subscription terms and payment authorization. If you enroll before the Founding Period ends, no subscription fees will be charged until the Founding Period expires (unless the Company expressly offers, and you affirmatively elect, an earlier paid start date). Your early enrollment does not shorten the Founding Period or otherwise reduce your free access.
The founding rate. If you convert to a paid plan by giving fresh affirmative consent at the close of the Founding Period (or earlier, with billing beginning only as provided above), the Company will honor a founding rate of $79/month, locked at $79/month for as long as your subscription remains continuously active, even if the standard price increases later (the standard rate is currently $149/month and may rise over time).
The founding rate will be permanently forfeited only if:
you voluntarily cancel your subscription; or
your subscription terminates following completion of the Company’s standard failed-payment process, including any applicable grace period, automatic retry attempts, and payment notices.
A temporary payment failure, expired payment method, bank-issued replacement card, temporary processing error, or similar billing issue that is successfully resolved during the applicable grace period will not by itself result in forfeiture of your founding rate.
If your founding rate is forfeited and you later re-subscribe, you will subscribe at the then-current standard rate, which may be higher than $149/month.
This is a price commitment only and does not obligate the Company to continue offering the Service, any feature, or feature parity with future releases.
The $79/month founding rate applies to the Company’s Core Plan as offered at the time of conversion, including its core bookkeeping features (such as per-order profit tracking, IRS-referenced expense categorization, P&L reporting, and single-store sales-tax nexus monitoring). The Company may, in its discretion, introduce optional premium features, modules, integrations, or service tiers (for example, multi-store support) that are available for additional fees. Electing not to purchase any optional add-on will not affect your locked $79/month Core Plan founding rate.
If you do not affirmatively consent to paid terms, your access will end (or revert to any free tier we then offer) at the close of the Founding Period, and your data will remain exportable for the 30-day window described above.
Sections 3 (deposit refundability), 5 (for granted permissions), 6, 7, 8, 9, 10, and 12 survive termination, together with this Section 11’s conversion and founding-rate terms to the extent applicable.
This Agreement is governed by the laws of the State of Texas, USA. The Service is offered in the United States only. Disputes arising out of or relating to this Agreement, the Founding Period, or the Service are subject to the dispute-resolution provisions of the Terms of Service — including the binding arbitration agreement and class-action waiver in §14 of the Terms of Service — which are incorporated into this Agreement by reference and govern such disputes. Where arbitration does not apply (for example, the small-claims and class-waiver-failure carve-outs in ToS §14), the exclusive venue is the state or federal courts located in Harris County, Texas, consistent with ToS §13. To the extent this Section and the Terms of Service could be read to conflict on dispute resolution, the Terms of Service control.
This Agreement, together with the Terms of Service (including the dispute-resolution terms in §§13–14 and the Data Processing & Service-Provider Terms in Article 17) and the Privacy Policy, is the entire agreement regarding the Founding Period and supersedes prior discussions.
SIGNED:
RJ-DCF LLC d/b/a Profenor
By: ______________________ Dexter Rozario, Managing Member — Date: __________
Founding Member (name / business): ______________________
By: ______________________ Name/title: ______________________ Date: __________
Executed via eSignature.