End-User License Agreement
Nalepa Labs Roth Conversion Calculator
Last updated: June 9, 2026
This End-User License Agreement (this "Agreement") is a binding legal contract between Nalepa Labs LLC, a Florida limited liability company located at 8198 S Jog Road, Suite 104, Boynton Beach, FL 33472 ("Nalepa Labs," "we," "us," or "our"), and the individual or entity that purchases, downloads, opens, accesses, or uses the Software (defined below) ("you," "your," or "Licensee"). By clicking "I Agree" (or any equivalent acceptance control), by downloading, opening, or using the Software, or by retaining the Software beyond the point of purchase, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, do not download, open, access, or use the Software.
You represent that you are at least 18 years of age, that you are acquiring the Software for business or professional use, and that, if you are entering into this Agreement on behalf of a firm, company, or other entity, you have the authority to bind that entity, in which case "you" and "Licensee" refer to that entity.
1. Definitions
1.1 "Software" means the downloadable Nalepa Labs Roth Conversion Calculator tool licensed to you under this Agreement, delivered as a single, self-contained file that you download and open in a standard web browser on your own device, together with any updates, tax-year revisions, documentation, and accompanying materials that we make available to you under this Agreement.
1.2 "Site" means the website located at https://nalepalabs-tools.com and its subpages, which is operated by Nalepa Labs and is separate from the Software.
1.3 "Client Tax Information" means any taxpayer, return, financial, or personally identifiable information relating to your clients or any third party that you input into, process within, or generate using the Software, including information derived from any IRS Form 1040 or other return document you choose to load.
1.4 "Documentation" means any user instructions, notices, or supporting materials we provide with or for the Software.
2. License Grant
2.1 Grant. Subject to your full and continuing compliance with this Agreement, including payment of all applicable fees, Nalepa Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, open, and use one (1) copy of the Software for your own internal business and professional purposes for the tax year(s) for which you have licensed it.
2.2 Seat scope. Unless you have purchased a separate multi-seat or firm-wide license in writing from Nalepa Labs, this license is granted to a single purchasing preparer or to the single firm that purchased the Software, for use by that preparer or by the personnel of that firm in the ordinary course of that firm's practice. The license does not extend to affiliates, parent or subsidiary entities, franchisees, independent contractors outside the purchasing firm, or any separate legal entity. Deployment across multiple firms, offices, or unaffiliated practitioners requires a separate license. If you require additional seats or broader deployment, contact us at info@nalepalabs.com.
2.3 One-time purchase. The Software is licensed for a one-time fee and is not a subscription. You are not enrolled in any recurring charge, automatic renewal, or trial as a condition of this license. Optional updates and tax-year revisions may be offered for a separate one-time fee as described in Section 8.
2.4 Reservation of rights. All rights not expressly granted to you in this Agreement are reserved by Nalepa Labs. No license or right is granted by implication, estoppel, or otherwise.
3. License Restrictions
You shall not, and shall not permit or enable any third party to:
3.1 copy (except for a single reasonable backup copy for archival purposes), distribute, resell, rent, lease, lend, sublicense, assign, publish, transfer, share, host, or otherwise make the Software file available to any person or entity outside the licensed seat scope in Section 2.2;
3.2 reverse engineer, decompile, disassemble, decrypt, extract, or otherwise attempt to derive or reconstruct the source code, underlying ideas, algorithms, file structure, or non-public components of the Software, except to the limited extent this restriction is expressly prohibited by applicable law;
3.3 modify, adapt, translate, or create derivative works of the Software, other than configuring the permitted white-label branding made available within the Software in accordance with the Documentation;
3.4 remove, obscure, alter, or circumvent any proprietary notice, copyright notice, trademark, watermark, license-acceptance stamp, or attribution contained in or generated by the Software, including the Nalepa Labs LLC software copyright notice;
3.5 circumvent, disable, or interfere with the white-label, branding, copyright, or licensing mechanisms of the Software, or use the Software in a manner designed to misrepresent its origin or authorship;
3.6 use the Software, or any portion of it, to design, develop, train, benchmark for the purpose of replicating, or otherwise build, market, or assist in building a product or service that competes with the Software; or
3.7 use the Software in violation of any applicable law, regulation, or professional standard, or in any manner not expressly authorized by this Agreement.
4. Ownership and Intellectual Property
4.1 Nalepa Labs property. The Software is licensed, not sold. Nalepa Labs and its licensors retain all right, title, and interest in and to the Software, including all copyrights, trademarks, trade secrets, and other intellectual property rights in the Software, its design, its underlying logic, its outputs' format and templates, and all copies and derivatives thereof. The name "Nalepa Labs," the Nalepa Labs logo, and related marks are the property of Nalepa Labs.
4.2 Your branding. As between you and Nalepa Labs, any firm name, logo, trade name, or other branding that you supply and configure within the Software's white-label feature remains your property or that of your respective licensors. You grant Nalepa Labs no rights in your branding, and Nalepa Labs claims no ownership of it. You are solely responsible for ensuring that you have the rights necessary to use any branding you configure. The Nalepa Labs LLC software copyright notice retained within the Software and in the materials it generates is a condition of this license and may not be removed (see Section 3.4).
4.3 Feedback. If you provide suggestions, feedback, or ideas regarding the Software, you grant Nalepa Labs a perpetual, irrevocable, royalty-free, worldwide license to use them without obligation or attribution to you.
5. Planning Tool — Not Professional Advice
5.1 Nature of the Software. The Software is an educational and planning tool intended to assist qualified professionals in modeling and discussing potential Roth conversion scenarios. The Software does not provide, and nothing it produces constitutes, tax, legal, financial, accounting, or investment advice. Nalepa Labs is not acting as your, or any taxpayer's, accountant, attorney, tax-return preparer, financial planner, or investment adviser by providing the Software.
5.2 Estimates only; professional judgment required. All figures, projections, brackets, thresholds, and results produced by the Software are estimates based on the inputs provided and on published assumptions (including, where applicable, IRS revenue procedures, IRMAA brackets, and other published parameters). They depend entirely on the accuracy and completeness of the data entered and on facts and circumstances the Software cannot independently verify. You, as the professional, are solely responsible for independently reviewing, verifying, and confirming every output in qualified tax-preparation software and against current law before relying on it, presenting it to any client, or taking or recommending any action. The Software does not produce a filed tax return.
5.3 No reliance. You acknowledge that you are not relying on Nalepa Labs for tax, legal, financial, accounting, or investment advice, and that your use of the Software with any client is a matter solely between you and that client.
6. Disclaimer of Warranties
6.1 AS-IS. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NALEPA LABS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.
6.2 No warranty of accuracy. WITHOUT LIMITING THE FOREGOING, NALEPA LABS DOES NOT WARRANT THAT THE SOFTWARE, ITS CALCULATIONS, ITS PARSING OF ANY DOCUMENT, OR ITS OUTPUTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR TAXPAYER, FILING, OR PURPOSE, OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR IN COMBINATION WITH ANY PARTICULAR BROWSER, DEVICE, OR FILE. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF, AND FOR ALL RESULTS OBTAINED FROM, THE SOFTWARE.
6.3 Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In that event, such warranties are limited to the minimum scope and duration permitted by applicable law.
7. Limitation of Liability
7.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NALEPA LABS OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, CLIENTS, OR BUSINESS, OR FOR ANY TAX PENALTIES, INTEREST, ASSESSMENTS, OR PROFESSIONAL-LIABILITY EXPOSURE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT NALEPA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NALEPA LABS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO NALEPA LABS FOR THE LICENSE TO THE SOFTWARE GIVING RISE TO THE CLAIM.
7.3 Basis of the bargain. You acknowledge that the disclaimers in Section 6 and the limitations in this Section 7 are a fundamental basis of the bargain between you and Nalepa Labs, that the price of the Software reflects this allocation of risk, and that Nalepa Labs would not license the Software on an offline, one-time-fee basis without them.
7.4 Record of assent. The Software records your acceptance of this Agreement locally on your own device and stamps a reference to that acceptance into the footer of each report the Software generates. You acknowledge that this record evidences your assent to this Agreement and to the disclaimers and limitations in Sections 5, 6, and 7, and, except to the extent prohibited by applicable law or to the extent a non-waivable right is required to be preserved, you agree not to remove or alter it (see Section 3.4).
7.5 Jurisdictional limits. Some jurisdictions do not allow certain limitations of liability, so portions of this Section may not apply to you; in that event, Nalepa Labs's liability is limited to the minimum extent permitted by applicable law.
8. Updates and Tax-Year Revisions
8.1 The Software is licensed for the tax year(s) identified at the time of purchase. Tax law, IRS revenue procedures, and bracket parameters change over time, and prior-year versions of the Software will not reflect later-year changes.
8.2 Nalepa Labs may, at its discretion, offer optional updated or later-tax-year versions of the Software for a separate one-time fee. Purchase of an update or later-year version is optional and is governed by the version of this Agreement in effect at the time of that purchase. Nalepa Labs is under no obligation to provide updates, maintenance, support, or compatibility with any future browser or device.
9. Fees and No Refunds
9.1 All fees for the Software are due at the time of purchase. All sales are final and all fees are non-refundable, except to the extent a refund or other remedy is required by applicable law (and in that event only to the minimum extent so required). Because the Software is a single downloadable file delivered for immediate use, you acknowledge that delivery is complete upon download or access.
10. Taxpayer Data, Confidentiality, and IRC §7216 Compliance
This Section governs the handling of Client Tax Information and is a material part of this Agreement. It reflects the offline, local-only architecture of the Software.
10.1 Local-only, no-transmission architecture
The Software runs entirely within a standard web browser on your own device. It is designed to operate fully offline and does not transmit, upload, send, or otherwise communicate any Client Tax Information to Nalepa Labs or to any third party. When you load a client's IRS Form 1040 or other document, the Software reads and parses that document locally, within your own browser, and the document and its contents are not uploaded to Nalepa Labs, to any server, or to any cloud service. The Software contains no user account, login, server connection, or cloud storage, and the only data the Software persists locally is the record of your acceptance of this Agreement described in Section 7.4. No Client Tax Information ever reaches Nalepa Labs.
10.2 Nalepa Labs is not your tax-return preparer and does not receive return information
Because the Software operates solely on your own device and never transmits Client Tax Information to us, Nalepa Labs does not receive, hold, use, or disclose any "tax return information" within the meaning of Internal Revenue Code (IRC) §7216 and Treasury Regulation §301.7216 in connection with your use of the Software, and Nalepa Labs does not act as your, or any taxpayer's, tax-return preparer with respect to your Client Tax Information. The Software is a tool licensed to you; the processing of Client Tax Information occurs entirely under your own control on your own device.
10.3 Licensee's sole responsibility for §7216 / §6713 compliance
You acknowledge and agree that, to the extent you are a "tax return preparer" as defined under applicable law, you are solely and exclusively responsible for compliance with IRC §7216 and §6713 and Treasury Regulation §301.7216 with respect to any use, disclosure, retention, or other handling of Client Tax Information in connection with the Software. This includes, where required, obtaining valid written taxpayer consents in the form and manner prescribed by Treasury Regulation §301.7216-3 before using or disclosing any client's tax return information for any purpose not otherwise permitted. Nalepa Labs makes no representation that any particular use of the Software satisfies, or is exempt from, the consent or disclosure requirements applicable to you, and Nalepa Labs provides no such consents on your behalf.
10.4 Architecture supports — but does not satisfy — your safeguards obligations
The Software's local-only, no-upload design is intended to support your own data-protection efforts. However, the Software by itself does not satisfy, and is not a substitute for, your independent legal and professional obligations, which include, without limitation:
- the IRS "Safeguarding Taxpayer Data" guidance in IRS Publication 4557 and the related guidance in IRS Publication 5708 regarding a Written Information Security Plan (WISP);
- the FTC Standards for Safeguarding Customer Information (the "Safeguards Rule"), 16 C.F.R. Part 314, promulgated under the Gramm-Leach-Bliley Act (GLBA); and
- any other federal, state, or professional data-security, privacy, confidentiality, or records-retention requirement applicable to you.
You remain solely responsible for implementing and maintaining your own administrative, technical, and physical safeguards, including your WISP; for securing the device on which you run the Software; for the secure storage, transmission, retention, and disposal of any reports or files the Software generates or that you save; and for your overall compliance with the foregoing requirements. The local processing performed by the Software is one component of a compliant environment and does not, by itself, make you compliant.
10.5 Confidentiality and indemnity
You are responsible for maintaining the confidentiality of all Client Tax Information you process with the Software. You agree to defend, indemnify, and hold harmless Nalepa Labs and its members, managers, officers, employees, and agents from and against any claims, liabilities, damages, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to your handling of Client Tax Information, your use of the Software, or your breach of this Section 10 or of any law referenced in it.
11. The Site and Cookies
This Agreement governs the Software. Your use of the Site at nalepalabs-tools.com is separate and is governed by the Site's Privacy Policy and Cookie Policy. The Site is a marketing website that may use a cookie-consent banner and may collect an email address or contact details if you choose to provide them or opt in. The cookie, analytics, and contact-form practices of the Site apply only to the Site and never to the Software. The Software contains no cookies, analytics, tracking, or contact mechanism, and, other than the local license-acceptance record described in Sections 7.4 and 10.1, which is stored on your own device and never transmitted, the Software collects no data and your use of the Software is not subject to the Site's data-collection practices.
12. Term and Termination
12.1 Term. This Agreement is effective upon your acceptance and continues until terminated as provided here.
12.2 Termination for breach. This Agreement and the license granted in Section 2 terminate automatically and immediately, without notice, if you breach any term of this Agreement, including any restriction in Section 3.
12.3 Effect of termination. Upon termination, you must immediately cease all use of the Software and destroy all copies of the Software in your possession or control. Because the Software is offline and self-contained, you are responsible for deleting the Software file from your device.
12.4 Survival. Sections 1 (Definitions), 4 (Ownership), 5 (Not Advice), 6 (Disclaimer), 7 (Limitation of Liability), 9 (No Refunds), 10 (Taxpayer Data and §7216), 11 (The Site and Cookies), 13 (Governing Law), and 14 (General) survive termination of this Agreement.
13. Governing Law and Venue
13.1 This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
13.2 You agree that the exclusive venue and jurisdiction for any dispute, claim, or proceeding arising out of or relating to this Agreement or the Software shall be the state courts located in Palm Beach County, Florida, and the United States District Court for the Southern District of Florida, and you consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum.
14. General
14.1 Entire agreement. This Agreement constitutes the entire agreement between you and Nalepa Labs regarding the Software and supersedes all prior or contemporaneous understandings on that subject.
14.2 Assignment. You may not assign or transfer this Agreement or the license, by operation of law or otherwise, without Nalepa Labs's prior written consent. Nalepa Labs may assign this Agreement freely. Any attempted assignment in violation of this Section is void.
14.3 No waiver. No failure or delay by Nalepa Labs in exercising any right under this Agreement is a waiver of that right.
14.4 Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions will continue in full force and effect.
14.5 Changes to this Agreement. Nalepa Labs may revise or update this Agreement from time to time and may issue a revised version with later versions or updates of the Software. When this Agreement is revised, Nalepa Labs will change the "Last updated" date that appears at the top of this Agreement, and the current version will be made available at nalepalabs-tools.com. The version of this Agreement that you accepted at the time of your purchase governs the version of the Software you licensed, and no revision applies retroactively to a version of the Software you have already licensed unless you accept the revised Agreement (for example, by purchasing an update or later-tax-year version governed by it).
14.6 Export and compliance. You agree to use the Software in compliance with all applicable export-control and economic-sanctions laws and not to use it where prohibited by law.
14.7 Contact. Questions about this Agreement, additional seats, or licensing may be directed to:
Nalepa Labs LLC 8198 S Jog Road, Suite 104 Boynton Beach, FL 33472 Email: info@nalepalabs.com