Definitions

“Enrolled Agent” means a federally authorized tax practitioner who is verified to have satisfied the then-current requirements of an “enrolled agent” as defined in “Regulations Governing Practice before the Internal Revenue Service,” Treasury Department Circular No. 230, Title 31 Code of Federal Regulations, Subtitle A, Part 10, as amended from time to time.

“Pro Request” means any request for documents, information, or any other inquiry, made by a Third-Party Tax Professional on the Tickmark Platforms, including for the approval of draft tax returns, and other tax and accounting services, which must be responded to by You in a timely manner.

“Services” means Our making available the Tickmark Platforms for proper use by Taxfyle Customers and Third-Party Tax Professionals (collectively “Users”) to arrange, schedule, and pay for tax preparation and accounting-related services and deliverables amongst each other.

“Taxfyle Bookkeeping Customer” means any Taxfyle Customer, that uses the Tickmark Platforms to connect with a Third-Party Tax Professional, on behalf of themselves or their clients, for Bookkeeping Services as further defined in Section 9.

“Taxfyle Consultation Customer” means any Taxfyle Customer that uses the Tickmark Platforms to connect with a Third-Party Tax Professional for Consultation Services as further defined in Section 8.

“Taxfyle Customer” means any individual or legal entity that uses the Taxfyle Platform to connect with Third-Party Tax Professionals for tax preparation, filing, and/or accounting-related services, including, but not limited to, Taxfyle Retail Customers, Taxfyle Outsourcing Customers, Taxfyle Consultation Customers, Taxfyle Bookkeeping Customers, and Taxfyle Referral Customers.  For the avoidance of doubt, the Taxfyle Customer subtypes are not mutually exclusive.

“Taxfyle Outsourcing Customer” means any tax firm, accounting firm, financial planning firm, tax resolution firm, or any similar entity offering tax preparation and/or accounting services to its clientele (collectively, the “Firms”) and that uses the Taxfyle Outsourcing Platform to connect with Third-Party Tax Professionals who will provide such tax preparation and accounting-related work and deliverables to the Taxfyle Outsourcing Customer.

“Taxfyle Outsourcing Platform” is an online platform through which Taxfyle Outsourcing Customers seeking tax preparation and accounting-related services and deliverables on behalf of their clients, can submit requests and connect with Third-Party Tax Professionals, which in turn provide the tax preparation and accounting-related services and deliverables.

“Taxfyle Platform” is an online platform through which individuals, legal entities, or both, seeking tax preparation, filing, and accounting-related services can submit requests and connect with Third-Party Tax Professionals, which in turn provide the tax preparation, filing and accounting-related services.

“Taxfyle Referral Customers” means any tax firm, accounting firm, financial planning firm, tax resolution firm, referral partner, or any similar entity, (“Referral Firm”) and its clientele (“Referral Clients”), which Referral Clients are referred directly to the Tickmark Platforms by the Referral Firm, for the purpose of connecting the Referral Client directly to Third-Party Tax Professionals for the provisioning of the Referral Client’s own tax and/or accounting needs.

“Taxfyle Retail Customer” means any individual or legal entity that uses the Taxfyle Platform directly to connect with Third-Party Tax Professionals for the preparation of tax and/or accounting related services for themselves.

“Tickmark Platforms” means the web-and/or mobile-based proprietary, intellectual property owned or managed by Us, including but not limited to, the relationships, products, applications, content, and services related thereto. The Tickmark Platforms include, but is not limited to, the Taxfyle Platform and Taxfyle Outsourcing Platform.

“Third-Party Tax Professional” means a third-party, independent-contractor who is a (i) licensed, certified public accountant in the United States of America, or (ii) an Enrolled Agent (as defined below), who has been accepted by Taxfyle to utilize the Tickmark Platforms to connect with Taxfyle Customers to provide tax preparation, tax filing, consultation, bookkeeping, and other accounting related services and deliverables on such customer’s behalf. Third-Party Tax Professionals shall provide all services and deliverables in accordance with all laws, rules, regulations, and these Terms. Third-Party Tax Professionals may also be referred to, within the Tickmark Platforms, as “Filers,” “Tax Professionals,” “Tax Preparers,” “Tax Pros,” and/or “Pros.”

General Terms Applicable to All Users‍

The terms contained in this Section are foundational to the Services and are applicable to all Users of the Tickmark Platforms at all times.  They are specifically incorporated by reference in all sections of these Terms.

THE TAXFYLE PLATFORM AND TAXFYLE OUTSOURCING PLATFORM EXCLUSIVELY PROVISION REFERRAL SERVICES, and We retain a referral fee from all transactions conducted through the Tickmark Platforms. We are not, and do not hold ourselves out to be, a certified public accountant, an enrolled agent, a professional firm, or a tax preparation firm, software, or program.

THIRD-PARTY TAX PROFESSIONALS ARE EXCLUSIVELY THIRD-PARTY INDEPENDENT CONTRACTORS, and are not employees or agents of Taxfyle or any Taxfyle Customer. Third-Party Tax Professionals are given no authority by Us to act on Our behalf. Third-Party Tax Professionals are free to accept or reject work referred by Us in their own sole and absolute discretion, and are free to complete any accepted work referred by Us on their own schedule, according to their own discretion, and in the manner, they decide is most appropriate.

We make no representations or warranties regarding the quality of work performed by Third-Party Tax Professionals. Third-Party Tax Professionals operate in their own professional capacity and any work product, opinions, or advice given by such Third-Party Tax Professionals do not amount to work product, opinions, or advice of Taxfyle.

TICKMARK WILL NOT SIGN A TAX RETURN, AND IS NOT THE PAID PREPARER OF THE RETURN. TICKMARK RENDERS NO TAX OR ACCOUNTING ADVICE, OR OPINIONS FOR ANY ENGAGEMENT, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY ADVICE OR OPINIONS PROVIDED BY THIRD-PARTY TAX PROFESSIONALS WHO DO SO IN THEIR SOLE AND ABSOLUTE DISCRETION.

You represent and warrant that You have the legal capacity to enter into this contract and have made all necessary disclosures and received all necessary approvals, consents, and/or permissions required by regulation or law with regard to Your disclosure of any and all information shared by You on the Tickmark Platforms.

If You are using the Services on behalf of other individuals, legal entities, and/or your own clients, You represent and warrant that You have either made all necessary disclosures to, or have obtained all necessary authorizations to outsource to third parties, including the Third-Party Tax Professionals.  You understand and agree that Taxfyle is relying on Your warranty and representation in allowing You to utilize the Tickmark Platforms and is a condition precedent of your ability to use the Tickmark Platforms.  Additionally, You represent and warrant that You are in compliance with the requirements of IRS Code Section 7216.

About the Terms

These Terms govern access to or use by You (i.e., the Taxfyle Customer or Third-Party Tax Professional) of the Services and the Tickmark Platforms.

These Terms supersede all prior agreements or arrangements, verbal or written communications, with You. Notwithstanding the foregoing, if You are a Taxfyle Customer who has entered into a separate agreement (e.g an Outsourcing Agreement) with Taxfyle, or a Taxfyle Third-Party Tax Professional who has entered into a separate subcontracting agreement; then, the terms and conditions contained in the Outsourcing Agreement or subcontracting agreement shall control over any conflict with these Terms.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity, or promotion, and such supplemental terms will be accessible by You in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

We may amend these Terms from time to time and strongly encourage You to return regularly to this page to review the current Terms. Amendments will be effective upon Our posting of updated Terms or supplemental terms on www.taxfyle.com/policies/terms.https://taxfyle.com/ By continuing to use the Services following any update or amendments to the Terms, You consent and agree to be bound by the Terms as amended.

All parties acknowledge and agree that Taxfyle Customers are intended third-party beneficiaries of these Terms of Service with respect to the obligations and rights set forth herein.

We may cease offering or deny access to the Services or Tickmark Platforms, or any portion thereof, in our sole and absolute discretion.

If you need to provide notice to Taxfyle, for any reason, please send your communication to Attention: Taxfyle Legal, 2899 Grand Avenue, Coconut Grove, FL 33133

By agreeing to these Terms, You agree to be bound by Tickmark’s Privacy Policy, Data Processing and Security Terms, and Cloud Terms of Service.

Terms Applicable to All Taxfyle Customers

The Tickmark Platforms will prompt You to enter certain information (“Onboarding Information”) relating to the tax preparation, filing, bookkeeping, consultation, and/or any other accounting-related services or deliverables that You are seeking to have referred to a Third-Party Tax Professional (the “Work Request”) for completion.

We will rely on the Onboarding Information You present to Us, and You represent and warrant that it is timely, up to date, complete, and accurate. Failure to provide timely, up to date, complete, and accurate information may result in additional charges, an inability of the Third-Party Tax Professional to complete the work, and/or the cessation of Services and the cancellation of any Work Request or subsequent Engagement.

The Tickmark Platforms will refer and route Your Work Request to Third-Party Tax Professionals.

The acceptance of Your Work Request by a Third-Party Tax Professional creates an “Engagement” between You and the Third-Party Tax Professional for the Third-Party Tax Professional to perform the work necessary to complete the Engagement.

The Third-Party Tax Professionals will communicate with You exclusively through the Tickmark Platforms to perform the work covered by the Engagement.

The availability of Third-Party Tax Professionals will vary based on demand and capacity and is subject to change without notice.

Terms Applicable to Taxfyle Retail Customers Only

As a Taxfyle Retail Customer, You will be connected via the Taxfyle Platform to a Third-Party Tax Professional to prepare Your tax return. The following terms and conditions in this Section 5 apply only to Taxfyle Retail Customers:

You will be asked for Onboarding Information, and additional requests as the Third-Party Tax Professional requires.  You will be given an up-front estimate of the cost to complete Your Work Request on the basis of the Onboarding Information You provide.  If the scope of Your Work Request changes during the Engagement, additional fees may be assessed. You will be given an opportunity to consent to those additional fees before their imposition.

Timely Communication. Communication is key to the success of your Engagement. At any time during the course of Your Engagement, it is possible that the Third-Party Tax Professional will require additional information or documentation in order to properly complete Your tax return. It is critical that You timely respond to any Pro Request in order to ensure the successful completion of your Engagement.  Unless otherwise agreed upon in writing, failure to respond timely to a Pro Request (not to exceed one week) will result in the cancellation of Your Engagement.

Electronic Filing

~The Third-Party Tax Professional You have engaged will notify You through the Taxfyle Platform upon completion of all the documents related to Your Engagement and provide You with copies of such for Your review and approval.

~Thereafter, if You do not dispute the information in the documents, You will be required to provide Your electronic signature to indicate that You have reviewed and accepted the documents provided to You by Your Third-Party Tax Professional, as well as to grant or execute any authorizations that Your Third-Party Tax Professional may require in order to electronically file Your tax documents with the appropriate federal and/or state taxing authority. If Your Third-Party Tax Professional does not receive Your electronically signed and approved tax documents, including any authorizations, or a written notification from You explaining why You are withholding Your approval of such, in a timely manner (not to exceed one week), You will be deemed to have chosen to file the documents on Your own, to have accepted the documents, and to be satisfied with the services rendered, in which case neither Taxfyle nor the Third-Party Tax Professional shall have any further obligations to You. You are solely responsible for any delay, penalty, late filing, or other consequence caused by Your failure to promptly approve and execute any such documents.

~After You sign and accept Your tax return and any needed authorizations, You will forward Your signed documents through the Taxfyle Platform to the Third-Party Tax Professional who has prepared Your return, where it will be converted to and stored in the appropriate format, as determined in the sole discretion of the Third-Party Tax Professional, to be transmitted to the applicable federal and/or state taxing authority, if any.

~You are solely responsible for verifying the status of Your return to confirm that it has been filed with, received, and accepted by the applicable taxing authority and for taking appropriate alternative actions, if necessary, for filing it manually in the event that the taxing authority rejects Your electronically filed return (e.g., if taxpayer name and social security number do not match). You are responsible for examining Your tax return for reasonableness and indications of errors before the electronic or paper filing.

~Taxfyle or the Third-Party Tax Professional may store and maintain information that You provide in relation to Your use of the Services, including for AI training purposes. You should save Your tax return on the device or method of Your choosing as Your data may be deleted by Taxfyle or the Third-Party Tax Professional at any time and at their sole discretion. It is therefore strongly recommended that You frequently back-up and save Your tax return data. You can also print and retain a physical copy of Your tax return(s) for Your records.

~You understand and agree that electronic filing or e-filing may not be available in some states or applicable to some returns. Some states may require You to e-file Your federal and state tax returns at the same time. You further understand and agree that We cannot and do not guarantee the performance of the Internet or any third party or third-party system or service, or that, once transmitted, the applicable revenue authority will receive, accept, or process Your tax return (e.g., due to failures of the Internet or of the taxing authority computer systems or networks, due to You entering incorrect contact or identifying information, or any other reason beyond Our control).

~Taxfyle’s sole responsibility with respect to Your tax return(s) is limited to using commercially reasonable efforts to facilitate Your transmission of Your tax return(s) using the Taxfyle Platform to Your Third-Party Tax Professional.

~While the exact date varies from year to year, and is completely at the Internal Revenue Services’ (“IRS”) discretion, the IRS typically commences its acceptance of electronically filed returns in the latter half of January each calendar year, usually sometime between January 20th to January 30th. The IRS requires the Third-Party Tax Professional to notify it, in connection with the electronic filing of Your tax return, of the internet protocol address of the device from which the return originated, and whether the email address of the person electronically filing the return has been collected. By using the Services to prepare and submit Your tax return, You consent to the disclosure to the IRS, and any other tax or revenue authority, of all information relating to Your use of such electronic filing services.

Paper Filing.  If You do not qualify for electronic filing or choose to paper file, You can create a copy of Your completed tax return by printing Your return and mailing it Yourself to the proper taxing authority. If You utilize this option, You must notify Us, in writing to support@taxfyle.com or via the Help Chat, and notify Your Third-Party Tax Professional in writing of Your paper filing. If Your Third-Party Tax Professional does not receive Your signed and approved tax documents, including any authorizations, or a written notification from You explaining why You are withholding Your approval of such, in a timely manner (not exceeding one week) of the Third-Party Tax Professional notifying You, through the Taxfyle Platform, You will be deemed to have chosen to file the documents on Your own, to have accepted the documents, and to be satisfied with the services rendered, in which case neither Taxfyle nor the Third-Party Tax Professional shall have any further obligations to You.  You are solely responsible for any delay, penalty, late filing, or other consequence caused by Your failure to promptly approve and execute any such documents.

Import Services.  The Taxfyle Platform may include features that allow You to import, where applicable, certain financial and/or tax related information from participating financial institutions, payroll processors, personal financial software, business financial software, and charitable deduction information from its software or services. You are responsible for verifying the accuracy of the information that is imported and You assume all risks regarding such import of information.

Fees and Payment

~The estimated price for Your use of the Services (“Service Amount”) and applicable fees (“Fees” or "Service Fees”) are determined based upon the Onboarding Information provided by You and communicated by You prior to Your Work Request being accepted by a Third-Party Tax Professional. The estimated price for Your use of the Services and applicable fees may also include what was quoted to You by a Taxfyle Outsourcing Customer. Fees include all fees disclosed to You during the Onboarding Process and prior to the submission of Your Work Request, as well as any fees otherwise disclosed and agreed to by You during Your use of the Services. Fees are applied at Our sole discretion and may be non-refundable. Fees may include, but are not limited to, the following:

~~“Audit Protection Fee” is a fee that may be charged to individual Taxfyle Retail Customers (but not Taxfyle Retail Customers that are business entities) for the services and protections set forth in Section 5.8 of these Terms. The Audit Protection Fee may vary, and is discussed in further detail below; and

~~“Technology Fee” is a fee charged for expenses associated with, including but not necessarily limited to, data storage, payment processing, customer support, and encryption.

~You may be required to pay a portion of the total price (i.e., the Service Amount and all Fees) at the time You submit Your Work Request. The balance of the total price will be charged upon completion of the Engagement or upon termination of your Work Request in accordance with Our cancellation terms in Section 5.9.

~Your Service Amount is subject to change, including during preparation of the documents comprising Your Engagement and following completion of the work, depending on several factors, including but not limited to, (i) Your Third-Party Tax Professional reasonably requests a price increase based on unforeseeable circumstances within the Engagement, (ii) Your Engagement requires more work than previously anticipated based on new information provided by You after the Service Amount was provided to You, (iii) the information provided by You prior to being provided the Service Amount was incorrect or incomplete, or (iv) if a price increase becomes necessary in order to incentivize the Third-Party Tax Professional to accept Your Work Request. In the event that Your Service Amount changes, You will be notified through the Tickmark Platforms and requested to accept the amended Service Amount. If You do not accept the amended Service Amount, Your Work Request and/or Engagement will be canceled in accordance with the cancellation policy set forth in Section 5.9, below.

Taxfyle Assurances. The following terms and conditions in this Section 5.8, apply only to individual Taxfyle Retail Customers and do not apply to Taxfyle Retail Customers that are business entities:

~Taxfyle Protection. This Section 5.8 applies only to those Engagements for which We charge the associated Audit Protection Fee, or the Audit Protection Fee was opted in and paid for by the Taxfyle Retail Customer (“Taxfyle Protection”). In no way does this provision and its corresponding protections apply if the Taxfyle Retail Customer has opted out of paying the Audit Protection Fee during the Onboarding Process.

~Penalties and Interest. If You have fully paid for the Services, and You pay an IRS or state penalty and/or interest solely because of a calculation error on a form prepared for You using the Services, and not as a result of, among other things: i) Your failure to enter all required information accurately or to promptly complete all necessary paperwork, including signing and approving documents, for timely filing; ii) Your failure to verify the accuracy of the information provided through the Services; iii) willful, fraudulent, or negligent omission or inclusion of information on Your tax return; iv) misclassification of information on the tax return; v) failure to file an amended return to avoid or reduce an applicable penalty/interest; or vi) Your failure to abide by these Terms or Our announced updates or corrections to the Services to file an amended return in time for You to avoid the IRS or state penalty and/or interest (collectively, the “Individual Fault Reasons”); then Tickmark will pay You the amount of the applicable penalty and/or interest actually paid by You.  The preceding statement applies only for the most current year and following proof of payment to the IRS or state. You are responsible for paying any additional tax liability You may owe and for providing any other information We reasonably request.

~~Audits. If You have fully paid for the Services and You are audited by the IRS or any other United States Federal or State tax authority, and such audit was not caused, in whole or in part, by any of the Individual Fault Reasons, then Taxfyle will provide You with representation for Your Audit (“Your Audit”). However, Taxfyle Protection does not apply to non-governmental audits or audits conducted by foreign entities or taxing jurisdictions.

~~Notification to Taxfyle. If You believe the protections in Section 5.8.2.1. apply to Your situation, You must notify Us as soon as You learn that You are, or will be, audited via email to support@taxfyle.com.  In no event will You notify Us later than 30 days after the later of (i) the date that the penalty or interest is assessed, or (ii) You are notified by the IRS, or any other Federal or State Tax Authority, of Your Audit. To resolve Your matter, We require Your Taxfyle tax data file and other supporting information such as a copy of the IRS/state notice, evidence of payment of the specified penalty and/or interest, and a copy of Your tax return. Once all the necessary data and documents have been received, We will respond as to whether You qualify for the protections described above.

~Maximum Refund (or Tax Savings) Assurance or Your Money Back.  If You have fully paid for the Services and none of the Individual Fault Reasons apply to You, and You receive a larger refund amount or must pay a smaller tax due amount using another tax preparation method that utilizes reputable paid tax preparers, other than a Third-Party Tax Professional, then We will refund to You the applicable fees paid by You for the use of the Services. Claims must be submitted within sixty (60) days of the date You ended the Services, but no later than December 26th, of the same calendar year for which you requested the Services, and are claiming a larger refund amount or must pay a smaller tax due amount using another tax preparation method that utilizes reputable paid tax preparers.  You must include evidence of use of another tax preparer, and must include evidence acceptable to Us of a lower taxable position.

~Money-Back Assurance. If You received and fully paid for the Services and none of the Individual Fault Reasons apply to You, and You are not reasonably satisfied with Your tax preparation performed by the Third-Party Tax Professional, then You may qualify for Our Money-Back Assurance. To qualify, You must report the issue to Us within three (3) business days of Your Third-Party Tax Professional submitting the work pertaining to Your Engagement to You for Your review, by email to support@taxfyle.com. We will decide, in our sole discretion, whether the work performed is unsatisfactory, or may exercise our discretion to qualify Your claim for another reason, or deny it altogether.

~~If You qualify for the Money-Back Assurance, We will either (i) credit Your account for future Services in the amount that You paid for the Services, (ii) refund Your credit card in the amount paid, or, (iii) have Your Work Request re-performed, by a different Third-Party Tax Professional. If the Services are re-performed and You are not reasonably satisfied with Your tax preparation, Tickmark will refund the amount paid for the specific Services with which You are not reasonably satisfied. The amount of Taxfyle’s Money-Back Assurance is limited to any Payment You actually made in connection with Your use of these Services. Taxfyle’s Money-Back Assurance does not apply to any other cost, liability, damage, injury, or claim arising from or relating to, or in connection with Your use of these Services.

~~If we determine, in Our sole and absolute discretion, that the work performed by the Third-Party Tax Professional for Your Engagement is satisfactory, then You will not qualify for Taxfyle’s Money-Back Assurance. As a result, We will not make any refund of monies You have paid.

Term and Termination; Cancellation of Engagements

~Term. These Terms shall continue in full force and effect until such time as they are terminated by You or by Us.

~Termination by Us. We may terminate our relationship pursuant to these Terms or terminate or suspend Your right to use the Taxfyle Platform at any time for any or no reason by providing You with written or email notice of such termination to the physical or email address You have provided Us. If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, We reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal, and injunctive redress. When terminating Your account, We may delete the account and all the information associated with it. You have no ownership rights to your account.

~Termination by You. You may terminate these Terms by completely and permanently ceasing to use the Taxfyle Platform (provided that there are no outstanding Services or requests ordered under Your password or account) and by closing any account You have opened on Taxfyle. If you attempt to terminate these Terms while there are still outstanding Services or requests ordered under Your password or account, these Terms shall not terminate until such Services, Work Request(s), and/or Engagement(s) have been performed, paid for, or otherwise canceled as permitted by Us.

~Policy for Appointment Cancellation by Third-Party Tax Professional. When a Third-Party Tax Professional cancels a scheduled Engagement, the Taxfyle Platform generally notifies You and makes Your Work Request available for another Third-Party Tax Professional to select. However, We cannot guarantee that a canceled appointment will be selected by another Third-Party Tax Professional and will be rescheduled, or that the Work Request will be completed.

~Cancellation at Your Request.   If You ordered, agreed to, and paid for Services but thereafter canceled Your use of these Services (“Cancellation Request”), You may be eligible for a full or partial refund of Your Service Amount and Fees paid, less any Cancellation Fee. All Cancellation Requests will be evaluated at the time of receipt by Taxfyle, and must be made in writing, via email, to support@taxfyle.com. Your eligibility for Our cancellation policy will differ depending on when Your Cancellation Request is received by Taxfyle, which may in turn affect the amount of Your cancellation fee (“Cancellation Fee”), if any.  

~~If Your Cancellation Request is received by Us before a Third-Party Tax Professional has accepted Your Work Request, You will receive a full refund, including for Fees paid, and will not be charged a Cancellation Fee.

~~If Your Cancellation Request is received by Us after a Third-Party Tax Professional has accepted Your Work Request, but prior to submitting a draft tax return for Your review, then You will be charged a Cancellation Fee in an amount equaling fifty percent (50%) of the total of Your Service Amount plus Fees.

~~If Your Cancellation Request is received by Us after a Third-Party Tax Professional has submitted Your Work Request for Review, You will be charged a Cancellation Fee in an amount equaling one hundred percent (100%) of the total of Your Service Amount plus Fees. 5.9.6 Cancellation Due to Inactivity

~An Engagement will be deemed inactive and cancelled, in Taxfyle’s sole discretion, in the event that You do not respond timely to a Pro Request, as set forth below:

~~During Your Engagement, before a draft has been provided: Your response shall not be considered timely if received more than one (1) week from the date on which the Pro Request was made. Failure to respond timely in accordance with this Section 5.9.6.1.1 shall result in the cancellation of your Engagement with a corresponding Cancellation Fee equaling fifty percent (50%) of the total of Your Service Amount plus any Fees.

~~After a draft has been provided: Your response shall not be considered timely if received more than one (1) week from the date that Your draft tax return is submitted by the Third-Party Tax Professional for Your review and approval. Failure to respond timely once a draft has been submitted for review shall result in the cancellation of Your Engagement with a corresponding Cancellation Fee equaling one hundred percent (100%) of the total of Your Service Amount plus Fees.

Terms Incorporated by Reference. For the avoidance of doubt, the terms contained in Sections 2, 3, 4, and 12 are incorporated into this section by reference.

Terms Applicable to Taxfyle Outsourcing Customers Only

As a Taxfyle Outsourcing Customer, You will be connected via the Taxfyle Outsourcing Platform to a Third-Party Tax Professional to prepare or review Your client’s tax returns. The following terms and conditions in this Section 6 apply only to Taxfyle Outsourcing Customers:

We will provide You with an upfront estimate of the cost for the Work Request and any applicable fees for the Work Request based on Onboarding Information provided by You. If the scope of your Work Request changes during the Engagement, additional fees may be assessed.

Document Gathering. During onboarding and throughout Your Engagement, the Taxfyle Outsourcing Platform and/or The Third-Party Tax Professional may require certain documentation necessary to complete Your Work Request. It is Your sole responsibility to gather and produce any and all documents related to the preparation of Your Work Request.

~Import Services. The Taxfyle Outsourcing Platform may include features that allow You to import, where applicable, certain financial and/or tax related information from participating financial institutions, payroll processors, financial software, business financial software, and charitable deduction information from its software or services. You are responsible for verifying the accuracy of the information that is imported and You assume all risks regarding such an import of information.

~Authorization to disclose. You represent and warrant that You have either made all necessary disclosures to, or have obtained all necessary authorizations from, Your client to outsource to third parties, including the Third-Party Tax Professionals, the work requested as part of any Work Request or Engagement submitted by You through the Taxfyle Outsourcing Platform. You understand and agree that Taxfyle is relying on Your warranty and representation in allowing You to utilize the Taxfyle Outsourcing Platform and is a condition precedent of your ability to use the Taxfyle Outsourcing Platform.  Additionally, you represent and warrant that you are in compliance with the requirements of IRS Code Section 7216.

Timely Communication. Communication is key to the success of your Engagement. Third-Party Tax Professionals will often require additional information or documentation in order to properly complete Your Work Request. It is critical that You timely respond to any Pro Request in order to ensure the successful completion of your Engagement. Unless otherwise agreed upon in writing, failure to respond timely (not to exceed one week) to a Pro Request may result in the cancellation of Your Engagement.

The Third-Party Tax Professional will notify You via the Taxfyle Outsourcing Platform upon completion of all the tax and accounting documents and/or deliverables related to Your Engagement and provide You with copies of such for Your Client’s review and approval. You must respond to the Pro Request in a timely manner (not to exceed one week) after receiving such notice. You are required to review the documents submitted by the Third-Party Tax Professional and You must either approve them as complete or reject them as incomplete or unsatisfactory in a timely manner (not to exceed one week).  If You reject any document or work as incomplete or unsatisfactory, You must provide the details of what specific items of the Engagement are incomplete or unsatisfactory to the Third-Party Tax Professional via the Taxfyle Outsourcing Platform and to Us by email to support@taxfyle.com.

Upon Your approval, Your Engagement will be closed, and it shall be Your sole responsibility to review and file any associated tax return documents on behalf of Your client unless otherwise agreed upon in writing in a separate agreement.

“Uptime” means the percentage of time in a calendar month that the Taxfyle Outsourcing Platform and Services are available for access, as measured by Taxfyle. Taxfyle strives for a 100% Uptime. If Uptime falls below 99.9% in a given calendar month, Taxfyle will notify You and reduce the monthly invoice amount in proportion to the time frame that fell below the 99.9% Uptime that calendar month (“Taxfyle 99.9% Uptime Guarantee”). The Taxfyle Uptime Guarantee will not apply in the following circumstances: (a) circumstances beyond Taxfyle’s reasonable control such as force majeure events, including but not limited to, war, pandemics, terrorism, labor disturbance, interruption of telecommunications, failure of third party software or services, or acts of God; (b) network issues outside of Taxfyle’s control, including DNS and connectivity problems; (c) acts or omissions by authorized users; (d) Downtime that has been advised to you 24 hours in advance; (e) Downtime resulting from individual periods of non-availability lasting less than five (5) minutes; or (6) a party has given notice of termination.

Taxfyle and/or the Third-Party Tax Professional may store and maintain information that You provide in relation to Your use of the Services. You should save all information submitted to and received from the Taxfyle Outsourcing Platform on the device or method of Your choosing as such data may be deleted by Taxfyle, the Third-Party Tax Professional, or both at any time and at in their sole and absolute discretion.

Fees and Payment. The estimated price for Your use of the Services (“Service Amount”) and applicable fees (“Fees” or "Service Fees”) are determined based upon the Onboarding Information provided by You and communicated by You prior to Your Work Request being accepted by a Third-Party Tax Professional. Fees include all fees disclosed to You during the Onboarding Process and prior to the submission of Your Work Request, as well as any fees otherwise disclosed and agreed to by You during Your use of the Services. Fees are applied at Our sole discretion, and may be non-refundable. 6.10.2 Your Service Amount is subject to change, including during preparation of the documents comprising Your Engagement and following completion of the work, depending on several factors, including but not limited to, (i) Your Third-Party Tax Professional reasonably requests a price increase based on unforeseeable circumstances within the Engagement, (ii) Your Engagement requires more work than previously anticipated based on new information provided by You after the Service Amount was provided to You, (iii) the information provided by You prior to being provided the Service Amount was incorrect or incomplete, or (iv) if a price increase becomes necessary in order to incentivize the Third-Party Tax Professional to accept Your Work Request. In the event that Your Service Amount changes, You will be notified through the Tickmark Platforms and requested to accept the amended Service Amount. If You do not accept the amended Service Amount, Your Work Request and/or Engagement will be canceled in accordance with the Cancellation Policy set forth in Section 6.11, below.

Cancellation of Engagements.

~Policy for Appointment Cancellation by Third-Party Tax Professional. When a Third-Party Tax Professional cancels a scheduled Engagement, the Taxfyle Outsourcing Platform generally notifies You and makes Your Work Request available for another Third-Party Tax Professional to select. However, We cannot guarantee that a canceled appointment will be selected by another Third-Party Tax Professional and will be rescheduled, or that the Work Request will be completed.

~Cancellation at Your Request. If You ordered, agreed to, and paid for Services but thereafter cancelled Your use of these Services (“Cancellation Request”), You may be eligible for a full or partial refund of Your Service Amount and Fees paid, less any Cancellation Fee. All Cancellation Requests will be evaluated at the time of receipt by Taxfyle, and must be made in writing. Your eligibility for Our cancellation policy will differ depending on when Your Cancellation Request is received by Taxfyle, which may in turn affect the amount of Your cancellation fee (“Cancellation Fee”), if any.  

~~If Your Cancellation Request is received by Us before a Third-Party Tax Professional has accepted Your Work Request, You will receive a full refund for the relevant Work Request, including for Fees paid, and will not be charged a Cancellation Fee.

~~If Your Cancellation Request is received by Us after a Third-Party Tax Professional has accepted Your Work Request, but prior to submitting a draft tax return for Your review, You will be charged a Cancellation Fee in an amount equaling fifty percent (50%) of Your Service Amount plus Fees.

~~If Your Cancellation Request is received by Us after a Third-Party Tax Professional has submitted Your Work Request for Review, You will be charged a Cancellation Fee in an amount equaling one hundred percent (100%) of Your Service Amount plus Fees.

~Cancellation Due to Inactivity A Work Request will be deemed inactive and cancelled, in Our sole discretion, in the event that You do not respond timely to a Pro Request, as set forth below:

~~During Your Engagement, before a draft has been provided: Your response shall be considered timely if received within one week from the date on which the Pro Request was made. Failure to respond timely in accordance with this Section 6.10.3.1 shall result in the cancellation of your Engagement with a corresponding Cancellation Fee equaling fifty percent (50%) of the total of Your Service Amount plus Fees.

~~After a draft has been provided: Your response shall be considered timely if received within one week from the date that Your draft tax return is submitted by the Third-Party Tax Professional for Your review and approval. Failure to respond timely once a draft has been submitted for review shall result in the cancellation of Your Engagement with a corresponding Cancellation Fee equaling one hundred percent (100%) of the total of Your Service Amount plus Fees.

Terms Incorporated by Reference. For the avoidance of doubt, the terms contained in Sections 2, 3, 4, and 12 are incorporated into this section by reference.

Terms Applicable to Taxfyle Referral Customers Only

The following terms and conditions in this Section 7 apply only to Taxfyle Referral Customers, which shall include both Referral Firms and Referral Clients:

Terms Applicable to Referral Firms Only.

~As a Referral Firm, You will, as applicable, either be connected via the Tickmark Platforms to a Third-Party Tax Professional for the preparation of Your client’s tax and/or accounting needs, or your client, as a Referral Client, will be granted access to the Tickmark Platforms to connect with a Third-Party Tax Professional for the provision of tax and/or accounting services.

~We will provide You with an upfront estimate of the cost for the Work Request and any applicable fees for the Work Request based on Onboarding Information provided by You. If the scope of your Work Request changes during the Engagement, additional fees may be assessed.

~Service Amount and Payment  

~~The estimated price for Your use of the Services (“Service Amount”) is determined based upon the Onboarding Information provided by You or Your Referral Client prior to a Work Request being accepted by a Third-Party Tax Professional.

~~Your Service Amount is subject to change, including during preparation of the documents comprising Your Engagement and following completion of the work, depending on several factors, including but not limited to, (i) Your Third-Party Tax Professional reasonably requests a price increase based on unforeseeable circumstances within the Engagement, (ii) Your Engagement requires more work than previously anticipated based on new information provided by You after the Service Amount was provided to You, (iii) the information provided by You prior to being provided the Service Amount was incorrect or incomplete, or (iv) if a price increase becomes necessary in order to incentivize the Third-Party Tax Professional to accept Your Work Request. In the event that Your Service Amount changes as a result of a modification requiring a new base form package, we will notify You and await Your approval before initiating a new Work Request. If, however, the modification falls within the additional work pricing column of the base form package schedule in Your agreement with Taxfyle, such request will automatically be approved by Us and Your Service Amount will be trued-up upon the closing of the Work Request.

~Cancellation of Engagements

~~Cancellation at Your Referral Client’s Request. In the event that Your Referral Client individually requests to cancel a Work Request, (“Cancellation Request”), You may be eligible for a full or partial refund of the Service Amount pertaining to the Cancellation Request, less any Cancellation Fee. All Cancellation Requests will be evaluated at the time of receipt by Taxfyle, and must be made in writing, via email, to support@taxfyle.com.  Your eligibility for Our cancellation policy will differ depending on when the Cancellation Request is received by Taxfyle, which may in turn affect the amount of Your cancellation fee (“Cancellation Fee”), if any.  

~~~If the Cancellation Request is received by Us before a Third-Party Tax Professional has accepted Your Work Request, You will receive a full refund for the relevant Work Request, and will not be charged a Cancellation Fee.

~~~If the Cancellation Request is received by Us after a Third-Party Tax Professional has accepted Your Work Request, but prior to submitting a draft tax return for Your review, You will be charged a Cancellation Fee in an amount equaling fifty percent (50%) of Your Service Amount.

~~~If the Cancellation Request is received by Us after a Third-Party Tax Professional has submitted Your Work Request for Review, You will be charged a Cancellation Fee in an amount equaling one hundred percent (100%) of Your Service Amount.  

~Cancellation Due to Inactivity. A Work Request will be deemed inactive and cancelled, in Our sole discretion, in the event that You or Your Referral Client do not respond timely to a Pro Request, as set forth below:  

~~During Your Engagement, before a draft has been provided: Your or Your Referral Client’s response shall not be considered timely if received more than one (1) week from the date on which the Pro Request was made. Failure to respond timely in accordance with this Section shall result in the cancellation of your Work Request with a corresponding Cancellation Fee equaling fifty percent (50%) of the total of Your Service Amount.

~~After a draft has been provided: Your or Your Referral Client’s response shall not be considered timely if received more than one (1) week from the date that Your Referral Client’s Engagement is submitted for review by the Third-Party Tax Professional for Your Referral Client’s review and approval. Failure to respond timely once an Engagement has been submitted for review shall result in the cancellation of Your Work Request with a corresponding Cancellation Fee equaling one hundred percent (100%) of the total of Your Service Amount.

Terms Applicable to Referral Clients Only  

~As a Referral Client, You will be granted access to the Tickmark Platforms to connect with a Third-Party Tax Professional for the provision of tax and/or accounting services.  By accessing the Services, You agree to allow us to communicate with the Referral Firm and disclose any relevant detail with them regarding your Engagement.

~Timely Communication

~~Communication is key to the success of an Engagement. At any time during the course of an Engagement, it is possible that the Third-Party Tax Professional will require additional information or documentation in order to properly complete Your Work Request. It is critical that You timely respond to any Pro Request in order to ensure the successful completion of an Engagement.  

~~Unless otherwise agreed upon in writing, failure to respond timely to a Pro Request will result in the cancellation of the Engagement in accordance with the Cancellation Due to Inactivity Policy contained in Section 7.2.2.3.

~The Third-Party Tax Professional will notify You and/or the Referral Firm via the Tickmark Platforms upon completion of all the tax and accounting documents and/or deliverables related to an Engagement, and provide copies of such for Your review and approval. Within one (1) week of receiving such notice, You are required to review the documents submitted by the Third-Party Tax Professional. You must either approve them as complete or reject them as incomplete or unsatisfactory within the one (1) week period. If You reject any document or work as incomplete or unsatisfactory, You or the Referral Firm, must provide the details of what specific items of the Engagement are incomplete or unsatisfactory to the Third-Party Tax Professional via the Tickmark Platforms and to Us in writing by email to support@taxfyle.com.

~Electronic Filing

~~The Third-Party Tax Professional You have engaged will notify You through the Tickmark Platforms upon completion of all the documents related to Your Engagement, and provide You with copies of such for Your review and approval.

~~Thereafter, if You do not dispute the information in the documents, You will be required to provide Your electronic signature to indicate that You have reviewed and accepted the documents provided to You by Your Third-Party Tax Professional, as well as to grant or execute any authorizations that Your Third-Party Tax Professional may require in order to electronically file Your tax documents with the appropriate federal and/or state taxing authority. ‍

~~If Your Third-Party Tax Professional does not receive Your electronically signed and approved tax documents, including any authorizations, or a written notification from You explaining why You are withholding Your approval of such in a timely manner (not to exceed one week) after the Third-Party Tax Professional notifies You, through the Taxfyle Platform. After one weekYou will be deemed to have chosen to file the documents on Your own, to have accepted the documents, and to be satisfied with the services rendered, in which case neither Taxfyle nor the Third-Party Tax Professional shall have any further obligations to You. You are solely responsible for any delay, penalty, late filing, or other consequence caused by Your failure to promptly approve and execute any such documents.‍

~~After You sign and accept Your tax return and any needed authorizations, You will forward Your signed documents through the Tickmark Platforms to the Third-Party Tax Professional who has prepared Your return, where it will be converted to and stored in the appropriate format, as determined in the sole discretion of the Third-Party Tax Professional, to be transmitted to the applicable federal and/or state taxing authority, if any.

~~You are solely responsible for verifying the status of Your return to confirm that it has been filed with, received, and accepted by the applicable taxing authority and for taking appropriate alternative actions, if necessary, for filing it manually in the event that the taxing authority rejects Your electronically filed return (e.g., if taxpayer name and social security number do not match). You are responsible for examining Your tax return for reasonableness and indications of errors before the electronic or paper filing.‍

Terms Applicable to Taxfyle Referral Customers ‍

For purposes of this Section 7.3, unless otherwise noted, “You” and “Your” shall refer to both the Referral Firm and the Referral Client.

~Document Gathering. During onboarding and throughout Your Engagement, the Tickmark Platforms and/or the Third-Party Tax Professional may require certain documentation necessary to complete Your Work Request. It is the joint responsibility of the Referral Firm and the Referral Client, to gather and produce any and all documents related to the preparation of Your Work Request.

~Taxfyle, the Third-Party Tax Professional, or both may store and maintain any information that You provide in relation to Your use of the Services. You should save all information submitted to and received from the Tickmark Platforms on the device or method of Your choosing as such data may be deleted by Taxfyle, the Third-Party Tax Professional, or both at any time and at in their sole and absolute discretion.

~Policy for Appointment Cancellation by Third-Party Tax Professional. When a Third-Party Tax Professional cancels a scheduled Engagement, the Tickmark Platforms generally notifies You and makes Your Work Request available for another Third-Party Tax Professional to select. However, We cannot guarantee that a canceled appointment will be selected by another Third-Party Tax Professional and will be rescheduled, or that the Work Request will be completed.  

‍Terms Incorporated by Reference. For the avoidance of doubt, the terms contained in Sections 2, 3, 4, and 12 are incorporated into this section by reference.

Terms Applicable to Taxfyle Consultation Customers Only

As a Taxfyle Consultation Customer, You will be connected via the Tickmark Platforms to a Third-Party Tax Professional to discuss general tax and accounting related questions (“Consultation Services” or “Consultations”). The following terms and conditions in this Section 8 apply only to Taxfyle Consultation Customers:

Scheduling. The Consultation will be scheduled at a mutually agreed-upon date and time through the Tickmark Platforms, subject to the availability of the Third-Party Tax Professional. Although we will make reasonable efforts to accommodate Your request to work with the same Third-Party Tax Professional in future Consultations, We cannot guarantee the availability of the same Third-Party Tax Professional.

Meeting Format. The Consultation will be conducted via voice call through the Tickmark Platforms or other mediums as may be made available by Us. The specific format will be determined prior to each Consultation.

Preparation.  We encourage You to provide questions and information related to the specific topics You would like to address prior to the Consultation.  It is recommended that You submit questions and additional information at least 48 hours in advance of the Consultation via the Tickmark Platforms.

Requirement for Accurate Supporting Documentation. You acknowledge and agree that accurate, complete, and timely information is essential for the effective delivery of Consultation Services. You shall provide accurate, complete, and timely information necessary for the Third-Party Tax Professional to perform Consultation Services for You.

Cancellation. If You need to cancel or reschedule Your Consultation Service, You must provide at least 24 hours’ notice to allow for proper rescheduling. If you do not provide at least 24 hours notice, the Consultation Service may be cancelled without a refund. If You have prepaid for Consultation Services on a prearranged timeframe, You must use the Consultation Services within the timeframe. No refunds or credits will be issued for failure to use Consultation Services within the prearranged timeframe (use it or lose it).

The Consultation Services are meant to provide general advice and guidance based on the information You provide to the Third-Party Tax Professional.  The opinions or advice rendered do not constitute the opinions or advice of Taxfyle and are not binding upon Taxfyle under any circumstances. The opinions rendered do not constitute professional legal, financial, or tax advice of Taxfyle; but only the professional advice of the Third-Party Tax Professional. We always recommend consulting with multiple professionals for specific and individualized advice related to your specific circumstances.

For the avoidance of doubt, the terms contained in Sections 2, 3, 4, and 12 are incorporated into this section by reference.

Terms Applicable to Taxfyle Bookkeeping Customers

As a Taxfyle Bookkeeping Customer, You will be connected via the Tickmark Platforms to a Third-Party Tax Professional for the provision of Bookkeeping Services. The following terms and conditions in this Section 9 apply only to Taxfyle Bookkeeping Customers:

Bookkeeping Services. The Bookkeeping Services provided by Taxfyle encompasses the Assisted Monthly Bookkeeping and two Additional Cleanup Services (collectively “Bookkeeping Services”):

~Assisted Monthly Bookkeeping. “Assisted Monthly Bookkeeping” entails a subscription for a term (Taxfyle Retail Customer term will be 12 months) for the ongoing maintenance of Your books by a Third-Party Tax Professional in order to categorize transactions, reconcile accounts, and keep Your books up to date

~Additional Services. Taxfyle offers Bookkeeping Cleanup or Retroactive Monthly Bookkeeping as additional services to the Assisted Monthly Bookkeeping Services (“Additional Services”). Additional Services are offered and billed as a one-time service per each Engagement. Additional Services may become required prior to the commencement of Bookkeeping Services if Taxfyle, in its sole discretion, determines that Cleanup is required. If Additional Servcices are required, the Taxfyle Customer shall have the option to elect Bookkeeping Cleanup or Retroactively Monthly Bookkeeping.

~~Bookkeeping Cleanup.  You may purchase this service, or be required by Taxfyle to purchase this service, as a one-time additional service prior to the commencement of Assisted Monthly Bookkeeping if You require a one-time retrospective examination, balancing, and categorization of Your books for the purpose of bringing the books up-to date. “Bookkeeping Cleanup”

~~Requirement for Bookkeeping Cleanup. Engagement of the Bookkeeping Cleanup service becomes mandatory under circumstances where:

~~~You have not previously retained a consistent bookkeeping service; and/or

~~~Your financial transactions are not categorized, or they necessitate retroactive adjustments.

~~Retroactive Monthly Bookkeeping. “Retroactive Monthly Bookkeeping” may be purchased if You require a month-by-month retrospective examination of Your books and desire the Third-Party Tax Professional to produce a monthly profit and loss statement(s) (the “Deliverable(s)”) for each of the months reviewed.  ‍

Categorization. Upon the engagement of Bookkeeping Services and based on the information Provided to Us by You, Taxfyle, in its sole discretion, shall determine the relevant pricing for the Bookkeeping Services, in accordance with its then standard pricing (“Categorization”). The Categorization will be determined based on the higher of your total number of accounts or monthly expenses or such other criteria as may be used from time to time. Categorization may be subject to change, if the conditions upon which your initial Categorization was based on increases. If You are a Taxfyle Retail Customer and your Categorization changes,  you will be notified via the Tickmark Platforms to accept the change and make the applicable payment.‍

Assessment Period. An initial assessment will be performed at the beginning of the Engagement (the “Assessment Period”). The Assessment Period shall be used to confirm the relevant Tier Categorization for each Engagement. During this Assessment Period it shall be determined whether or not Additional Services are necessary prior to the performance of Assisted Monthly Bookkeeping.

‍Grant of Access. By using the Bookkeeping Services, You expressly consent to, and authorize, the grant of access to Your bookkeeping software account (“Software Account”) to Taxfyle and/or the Third-Party Tax Professional. It is Your obligation to grant access to Taxfyle and/or the Third Party Tax Professional for the specific purpose of enabling the provision of Bookkeeping Services.‍

Representation of Authority. You represent and warrant that you have the legal authority to grant access to the Software Account and any related data to Taxfyle and/or the Third-Party Tax Professional. You confirm that You possess all necessary rights, or have obtained all necessary permissions, to grant such access without violating any contractual agreements, laws, rules, or regulations.‍

Acknowledgment and Acceptance of Risks. You acknowledge that granting access to Your Software Account to Taxfyle and/or the Third-Party Tax Professional may pose certain risks, including but not limited to, unauthorized access or disclosure, malfeasance, data loss, or data breach. You hereby accept and agree to bear all risks associated with granting access to Taxfyle and/or the Third-Party Tax Professional to the Software Account. You further agree that Taxfyle shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the access granted to the Third-Party Tax Professional.‍

Revocation of Access. Upon the termination of the Bookkeeping Services, or upon Taxfyle’s instruction, it is Your obligation to revoke Taxfyle’s or the Third-Party Tax Professional’s access to your Software Account.  ‍

Timely Communication. Communication is key to the success of the Bookkeeping Services. At any time during the course of the Bookkeeping Services it is possible that the Third-Party Tax Professional will require additional information or documentation in order to properly complete the Engagement. It is critical that You timely respond to a Pro Request in order to ensure the successful completion of Your Bookkeeping Services.‍

Payments, Fees, and Cancellations‍

~Assisted Monthly Bookkeeping for Taxfyle Retail Customers: Assisted Bookkeeping is available exclusively on a subscription basis for Taxfyle Retail Customers for a twelve-month term.  It will be billed annually or monthly in accordance with the terms below.  10.1.1.2 Annual Billing: If you elect in to our annual Bookkeeping Service, a discounted one-time payment will be due upon Your election of the Services. In the event that the Tier Classification results in a tier change, the remainder of the difference will be billed to you.  Monthly Billing: If you choose to be billed based on a monthly basis, Taxfyle will automatically withdraw the amount, in accordance with our pricing guide, from your authorized payment method on a monthly basis. In the event that your tier changes after the Assessment Period, your monthly payment may result in an increase from the pricing guidelines to account for the change.

~Assisted Monthly Bookkeeping for Taxfyle Outsourcing Customers: As a Taxfyle Outsourcing Customer, You will pay an initial payment in accordance with the Bookkeeping Primary Work Order attached to your Bookkeeping Outsourcing Agreement. You will pay the remainder of the Bookkeeping Primary Work Order Total proportionately in monthly payments. In the event that Your Client’s tiers change after the Assessment Period, a true-up will be adjusted to reflect such change.

~Cancellation. Any payment made is non-refundable.  You will be automatically renewed  for an additional twelve month term unless you give us notice of an intent not to renew at least 30 days before the expiration of your current term.

Terms Incorporated by Reference. For the avoidance of doubt, the terms contained in Sections 2, 3, 4, 8, and 12 are incorporated into this section by reference.

Terms Applicable to Third-Party Tax Professionals Only

The following terms and conditions in this Section 10 apply only to Third-Party Tax Professionals: ‍

You represent and warrant that You are an independent contractor and qualify as a Third-Party Tax Professional in good standing with the IRS and/or Your state’s board of accountancy. You consent to have a background check performed.  You further represent and warrant that You will comply with all laws, rules, regulations, and standards applicable to the services You provide on the Tickmark Platforms. If for any reason, You should cease to qualify as a Third-Party Tax Professional that is in good standing, You shall immediately notify Taxfyle at providers@taxfyle.com, and cease Your use of these Services.

Taxfyle will refer Taxfyle Customers to You, in Your capacity as a Third-Party Tax Professional via the Tickmark Platforms’ Job Pool (collectively “Job Pool”). You understand and agree that You are not eligible to receive or accept Work Requests from Taxfyle Customers through the Job Pool unless You are located in the United States of America and its’ territories, and all work performed by You for the particular Work Request will be performed within the United States of America. Moreover, You acknowledge and agree that You will only accept Work Requests for work that You are qualified to perform.

The Job Pool will allow You to access Work Requests submitted by Taxfyle Customers seeking tax preparation and filing, Consultation Services, Bookkeeping Services, and/or other accounting-related services and deliverables.

Each Work Request will provide a short description of the work desired by the Taxfyle Customer making the request, estimated payment amount for taking on the request (“Estimated Payment”), and a deadline for completion (“Deadline”). You will be able to choose from Work Requests made available to You.  Your Estimated Payment may be referred to as the “Pro Cut” on the Tickmark Platforms.

Upon Your acceptance of a Work Request, you will be provided with a job summary (“Job Summary”), specifying the details of the job. For every Work Request that You elect to accept and perform in exchange for the Estimated Payment, which creates an Engagement, You agree to:

~Perform the Engagement in a professional, timely, and accurate manner consistent with these Terms for the particular Taxfyle Customer (Your “Client”) in Your role as an independent Third-Party Tax Professional;

~Prepare any and all forms, schedules, and/or other documents required by Your Client, as determined solely by You in your capacity as an independent Third-Party Tax Professional, to complete the Engagement;

~For applicable Taxfyle Customers, promptly complete and, where applicable, file Your Client’s tax return, and sign the tax return as the “Paid Preparer”;

~You are prohibited from contacting any Taxfyle Customer outside of the Tickmark Platform; and

~Refrain from contacting the Taxfyle Outsourcing Customer’s client without the Taxfyle Outsourcing Customer’s prior written consent.

~It is Your duty to report to Taxfyle any lost, stolen, or compromised devices which contain information and data related to a Taxfyle Customer or Taxfyle Customer’s client. You must ensure that any information or data related to a  Taxfyle Customer or Taxfyle Customer’s client is unreadable, erased, wiped, or otherwise inaccessible prior to disposing of, renting, selling, retiring, lending, or otherwise relinquishing control of any device(s) which contain information and data related to a Taxfyle Customer or Taxfyle Customer’s client.

Timely Communication. ‍

~Communication is key to the success of the Engagement. At any time during the course of the Engagement, it is possible that You will need to contact the Taxfyle Customer for additional information or documentation in order to properly complete the Work Request. Taxfyle encourages You to respond within 72 hours in order to ensure the successful completion of your Engagement.

~Communication is also key to the success of your interactions with the Tickmark Platforms. You agree to respond fully, accurately, and honestly to any request from Taxfyle within 72 hours. If You fail to timely respond, Taxfyle may, in its discretion, terminate any agreements with You and may deny You access to the Services.  

You represent and warrant that You are fully authorized and empowered to accept and honor these Terms, and that the performance of the obligations under these Terms will not violate or infringe upon the rights of any third party, or violate any agreement between You and any other person, firm or entity, or any law or governmental regulation. Specifically, You represent that You are not subject to, or in violation of, any non-compete, or similar provision, with any third party, individual or entity, through Your use of these Services. ‍

You further represent and warrant that You will only use information and data provided by Taxfyle Customers as is necessary to effect, administer, or enforce the services requested by the Taxfyle Customer, which may be a “financial institution” as defined by the Gramm-Leach-Bliley Act. You agree to indemnify, defend, and hold Taxfyle and its affiliates, and their respective officers, directors, agents, and employees, harmless from any and all claims, demands, losses, causes of action, damages, lawsuits, judgments, liabilities (whether actual or contingent), and expenses, including reasonable attorneys' fees and costs, arising out of or relating to Your violation of any non-compete or other restrictive covenant that You may have with any third party, individual or entity, through Your use of these Services, whether or not negligence is initially alleged against Us.

NON-DISCLOSURE AND CONFIDENTIALITY. YOU ARE BOUND BY A DUTY OF CONFIDENTIALITY WITH RESPECT TO ANY WORK REQUESTS AND ANY ENGAGEMENTS WHICH YOU ACCEPT THROUGH THE TICKMARK PLATFORMS. YOU AGREE TO KEEP CONFIDENTIAL AND TO NOT DISCLOSE OR MAKE KNOWN TO THE PUBLIC, THE CLIENT OF THE TAXFYLE OUTSOURCING CUSTOMER, OR ANY OTHER PERSON: (I) YOUR RELATIONSHIP WITH THE TAXFYLE CUSTOMER, OR (II) ANY INFORMATION OBTAINED FROM A TAXFYLE CUSTOMER. ADDITIONALLY, YOU REPRESENT AND WARRANT THAT ANY INFORMATION OBTAINED BY YOU WHICH BY ITS NATURE COULD REASONABLY BE CLASSIFIED AS CONFIDENTIAL, MUST BE SAFEGUARDED FROM DISCLOSURE TO ANYONE WITHOUT A NEED TO KNOW SUCH INFORMATION.  YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF A BREACH OF THIS PROVISION (WHETHER ACTUAL, IMPLIED, OR THREATENED), THAT, TAXFYLE CUSTOMERS ARE EXPRESSLY THIRD-PARTY BENEFICIARIES OF THIS PROVISION.  DUE TO THE NATURE OF A BREACH OF THIS PROVISION, REMEDIES AT LAW WILL BE INADEQUATE. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT IN SUCH EVENT, ANY OR ALL OF TAXFYLE OR THE TAXFYLE CUSTOMER, SHALL HAVE THE RIGHT TO SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF, OR BOTH WITHOUT BEING REQUIRED TO SHOW ANY ACTUAL DAMAGE TO ANY OR ALL OF TAXFYLE  OR THE TAXFYLE CUSTOMER.  TAXFYLE AND/OR TAXFYLE CUSTOMERS SHALL NOT BE REQUIRED TO POST AN INJUNCTION BOND; AND SHALL MAINTAIN ANY AND ALL OTHER REMEDIES AND RIGHTS AT LAW OR IN EQUITY, ALL OF WHICH SHALL BE CUMULATIVE.  YOU, THE THIRD-PARTY TAX PROFESSIONAL AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TAXFYLE FOR VIOLATIONS OF THIS SECTION IN ACCORDANCE WITH SECTION 10.9.

WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY OF WORK YOU WILL PERFORM, THE DISCRETION EXERCISED BY YOU AND ANY OTHER THIRD-PARTY TAX PROFESSIONALS, OR THE ADVICE GIVEN BY YOU AND ANY OTHER THIRD-PARTY TAX PROFESSIONALS.

YOU ARE A THIRD-PARTY INDEPENDENT CONTRACTOR, AND NOT AN EMPLOYEE OR AGENT OF TAXFYLE. REPRESENTATIONS MADE BY YOU ARE NON-BINDING ON TAXFYLE. YOU ARE NOT A TAXFYLE EMPLOYEE OR AGENT, AND YOU HAVE NO AUTHORITY TO ACT ON TAXFYLE’S BEHALF OR HOLD YOURSELF OUT AS A TAXFYLE EMPLOYEE OR AGENT. YOU ARE FREE TO ACCEPT OR REJECT WORK REFERRED VIA THE TICKMARK PLATFORMS IN YOUR SOLE AND ABSOLUTE DISCRETION. REPRESENTATIONS MADE TO, AND WORK PERFORMED FOR, YOUR CLIENT, WILL BE RELIED UPON BY YOUR CLIENT SOLELY BASED ON YOUR PROFESSIONAL OPINION AND NOT TAXFYLE’S.‍

Taxfyle may discontinue Your use of the Services for any reason, in Taxfyle’s sole and absolute discretion.

Work Request availability will vary based on demand and capacity and is subject to change without notice.

You shall provide the necessary equipment and software to complete any Engagement, including any specific software requested by a Taxfyle Customer where applicable.

To complete Engagements, You will notify the Client via the Tickmark Platforms upon completion of all tax documents and deliverables related to the particular Engagement, and provide the Client with copies of the tax documents and deliverables for their review and approval. Thereafter, the Client will be required to review Your work and either approve it as complete or reject it as incomplete or unsatisfactory.

To complete Engagements requiring signing and filing:

~You will notify Your Client via the Tickmark Platform upon completion of all the tax documents related to the particular Engagement, and provide Your Client with copies of such for their review and approval.

~Thereafter, Your Client will be required to provide their electronic signature where applicable, to indicate that they have reviewed and accepted the documents provided by You.  If Your Client does not accept the documents, they will notify you via the Tickmark Platform for resolution of the issue.  Your Client will be required to grant or execute any authorizations that You may require, in order to electronically file Your Client’s tax documents with the appropriate federal and/or state taxing authority. However, if Your Client does not qualify for electronic filing, Your Client can create a copy of their completed return by printing it out and mailing it themselves. If Your Client elects or is required to utilize this paper filing option, You must notify them with instructions on how to do so, and must follow up with Your Client to confirm filing. If Your Client elects or is required to utilize this paper filing option, You must notify Us in writing at providers@taxfyle.com, or via the chat function.

~After Your Client signs and accepts Your completed work, and provides You with Your requested authorizations via the Tickmark Platform, You will convert the finalized, executed documents to, and store them, in the appropriate format. You will determine in Your sole discretion, and in compliance with applicable rules, as a Third-Party Tax Professional, what that format is in order to transmit or e-file with the applicable federal or state taxing authority.

~You understand and agree that e-filing may not be available in some states. Also, some states may require You to e-file Your Client’s state tax returns, and attached federal return, when e-filing. You further understand and agree that Taxfyle cannot, and does not, guarantee the performance of the Internet or any third party or third-party system; or that, once transmitted, the applicable revenue authority will receive, accept or process the documents You have prepared (e.g., due to failures of the Internet or of the revenue authority computer systems or networks, due to You or Your Client entering incorrect contact or identifying information, or any other reason beyond Taxfyle’s control). Taxfyle’s sole responsibility with respect to e-filing Your Client’s tax return is limited to using commercially reasonable efforts to transmit Your Client’s tax return electronically to You, where You will perform the electronic filing of Your Client’s return and will use commercially reasonable efforts to transmit Your Client’s tax returns electronically to the applicable revenue authorities if Your Client selects and qualifies for e-filing.

~While the exact date varies from year to year and is completely at the IRS’ discretion, the Internal Revenue Service (“IRS”) typically commences its acceptance of electronically filed returns in the latter half of January each calendar year, usually sometime between January 20th to January 30th. The IRS requires You to notify it in connection with the electronic filing of Your Client’s tax return of the Internet Protocol address of the device from which the return originated and whether the email address of the person electronically filing the return has been collected. By using the Services to prepare Your Client’s tax return, You consent to the disclosure to the IRS and any other tax or revenue authority of all information relating to Your and Your Client’s use of such electronic filing services.

~If Your Client does not qualify for electronic filing with any applicable revenue authority, You will be required to advise Your Client on how to paper file their return.‍

Fees and Payment. ‍

~Taxfyle Customers pay a referral fee to Taxfyle in exchange for being referred to You and for utilizing the Tickmark Platforms.

~The Estimated Payment will be paid on a flat fee basis through a third party payment processor (such as Stripe).  

~In exchange for satisfactorily completing an Engagement, You will receive the Estimated Payment (Pro Cut) for that Engagement. An Engagement with a Taxfyle Customer is considered “complete” when You have properly finished the Engagement and associated work, You mark Your Engagement as complete in the Tickmark Platforms, and the Taxfyle Customer accepts the work submitted by You.  Payment will be made within fifteen (15) days from the time an Engagement is marked as “complete” , provided it is not reopened.

~The Estimated Payment is initially based upon the information provided by Your Client(s) during their use of the Tickmark Platforms. If You have commenced an Engagement, and You believe the Estimated Payment is incorrect, due to any reason, including Client error, contact Taxfyle immediately. For Our consideration, You should provide Your justification as to why You are requesting a payment modification. If Taxfyle determines the Estimated Payment is inaccurate, pending the Taxfyle Customer’s approval, the Estimated Payment will be modified, and You may continue to complete the Engagement for the modified Estimated Payment, or request that Taxfyle remove You from the Engagement. If Taxfyle determines that the Estimated Payment is accurate, the Estimated Payment will not be modified, and You may continue to complete the Engagement for the original Estimated Payment or request that Taxfyle remove You from the Engagement. You must promptly notify Taxfyle and Your Client of Your decision.

~The Estimated Payment is subject to change after You have commenced an Engagement depending on several factors, including but not limited to: (i) Your reasonable request for an Estimated Payment change based on unforeseeable circumstances; (ii) the Engagement requires more work than previously anticipated at the time of the Work Request, based on new information provided by Your Client to You after Your commencement of the Engagement; (iii) the information provided by Your Client at the initiation of the Work Request, prior to engaging You, was incorrect or incomplete; or (iv) Your failure to satisfactorily complete the Engagement.

~All payments and fees that apply to Your use of the Services shall be made through a third-party payment provider.  You shall onboard with such third-party payment provider before you enter into any Engagement on the Tickmark Platforms.  You acknowledge and agree that failure to fully onboard with the relevant third-party payment provider may result in delays or denial of any payment due to you. You may also be charged a Processing Fee (“Processing Fee”), for expenses associated with third-party payment services.

~You may also be required to pay fees and charges to others in connection with Your use of the Services. For example, Your professional tax preparation and e-filing software may impose charges for Your use in connection with the use of the Services, including fees for purchasing said software and for e-filing returns; Your mobile provider or Internet service provider may impose charges for use of Your device in connection with the use of the Services, including fees for data transmissions and/or other charges. It is Your responsibility to understand and pay for all such charges.

~You understand and agree that a standard onboarding fee will be assessed and abated from the payout on Your first Engagement.‍

Taxfyle Assurances‍

~Taxfyle Protection. You must ensure the accuracy of the calculations on every form prepared by You, for Your Client(s), when using the Services. You are responsible for confirming with Your Client(s), that the information Your Client(s) entered during the use of these Services is complete and accurate, as well as the information entered by You.

~Penalties and Interest. If any of Your Clients pays an IRS or state penalty or interest payment because of a calculation error or professional negligence committed by You, and not as a result of, among other things: i) Your Client’s failure to enter all required information accurately or to promptly complete all necessary paperwork, including signing and approving documents, for timely filing; ii) Your Client’s failure to verify the accuracy of the information entered through the Services; iii) Your Client’s willful, fraudulent, or negligent omission or inclusion of information on Your Client’s tax return; iv) Your Client’s misclassification of information on their tax return; v) Your Client’s failure to file an amended return to avoid or reduce an applicable penalty/interest; or vi) Your Client’s failure to abide by Taxfyle’s announced updates or corrections to the Services to file an amended return in time for Your Client to avoid the IRS or state penalty or interest (the “Client Fault Reasons”), then Taxfyle will pay Your Client, in the amount of the IRS or state penalty or interest paid to the IRS or state. If Taxfyle makes payment to Your Client pursuant to this provision, You will reimburse Taxfyle the amount Taxfyle paid to Your Client or other party, and will indemnify, defend, and hold Taxfyle harmless in accordance with your indemnification obligations outlined in Section 10.19. Your failure to reimburse Taxfyle may result in, but is not limited to, the withholding of other monies owed to you for unrelated Work Requests, in lawsuits, claims, and/or the forfeiture or restriction in Your ability to use the Services. You agree that Taxfyle shall be allowed to apply any payments otherwise due to You against any debts or other monies owed by You to Taxfyle.

~Audits. If any of Your Clients are audited by the IRS, or any other United States federal or state tax authority, because of a calculation error or professional negligence committed by You, and not due to any of the Client Fault Reasons, then Taxfyle may provide Your Client, with representation for their Audit, or cover the associated costs of such audit. However, Taxfyle Audit Protection does not apply to audits by non-governmental entities or audits conducted by foreign entities. If Taxfyle makes payment to Your Client or other party pursuant to this section 10.18.3, You will reimburse Taxfyle the amount Taxfyle paid to Your Client or other party and will indemnify, defend, and hold Taxfyle harmless in accordance with your indemnification obligations outlined in Section 10.19.  Your failure to reimburse Taxfyle, may result in, among other possible actions by Taxfyle, the withholding of other monies owed to You for unrelated Work Requests, in lawsuits, claims, and/or the forfeiture or restriction in Your ability to use the Services. You agree that Taxfyle shall be allowed to apply any payments otherwise due to You against any debts or other monies owed by You to Taxfyle.

~You acknowledge that Taxfyle promotes the aforementioned protections to individuals and certain entities utilizing the Services, including, but not limited to,  Taxfyle Customers, potential Clients, and actual Clients, whether engaged by You or not. You further acknowledge that Taxfyle promotes such protections, in an effort to promote peace of mind and security for those individual Taxfyle Retail Customers who utilize Taxfyle’s Services for tax preparation and filing. Additionally, You acknowledge that Taxfyle offers Audit Protection in reliance upon the work performed by You for the Client(s) referred to You through the Tickmark Platforms. You guarantee the accuracy of Your work performed on all forms, schedules, and other deliverables prepared by You. You make this guarantee to both Your Client and to Taxfyle.

~Under these Terms of Service Your Client is considered a “Taxfyle Protection Claimant,” once Your Client has notified Taxfyle of their claim (“Taxfyle Protection Claim”) for Taxfyle Protection coverage. Taxfyle, in its sole and absolute discretion, will determine if a Taxfyle Protection Claimant is entitled to Taxfyle Protection coverage. Taxfyle, in its sole and absolute discretion shall make the determination of whether any negligence, miscalculation, or error, made by You, would qualify Your Taxfyle Protection Claimant for Taxfyle Protection coverage.

~A Taxfyle Protection Claimant, determined by Taxfyle to be covered under Taxfyle Protection coverage (“Covered Taxfyle Protection Claimant”), will receive remuneration in amounts solely determined by Taxfyle.

~Should a claim for Audit Protection be made by one of Your Clients alleging Your negligence, miscalculation, or error, You represent, warrant, guarantee, and agree to the following:

~~fully cooperate and communicate with Taxfyle in any ongoing inquiry regarding the claim;

~~reimburse Taxfyle, for any and all amounts paid by Taxfyle related to Your Covered Taxfyle Protection Claimant;

~~reimburse Taxfyle, all costs (“Taxfyle Protection Reimbursement Costs”) incurred by Taxfyle in relation to the preparation and filing of any and all necessary documents with the appropriate federal or state tax authorities, and/or representing Your Covered Taxfyle Protection Claimant in any related audit or similar proceeding, that may be associated with correcting Your negligence, miscalculation, or error, for Your Covered Taxfyle Protection Claimant (“Corrective Work”). Taxfyle Protection Reimbursement Costs, associated with the Corrective Work, may include, but are in no way limited to, payments made to another Third-Party Tax Professional to prepare and file all appropriate amended documents, associated filing fees, and costs to represent Your Covered Taxfyle Protection Claimant from any audit or similar proceeding; and

~~Indemnify, defend, and hold Taxfyle harmless from any and all claims for damages brought by a Taxfyle Protection Claimant or Covered Taxfyle Protection Claimant alleging any negligence, miscalculation, or error made by You, in Your use of these Services, as solely determined by Taxfyle in accordance with section 10.19.

~Taxfyle may elect to withhold monies owed to You for unrelated Engagements or other obligations, in an amount equal to those owed, or potentially owed, to a Taxfyle Protection Claimant, pursuant to this Section 10.19, until such time that a determination is made as to whether Your Taxfyle Protection Claimant is covered by Taxfyle Protection.  For the avoidance of doubt, Taxfyle has a right of setoff on all amounts owed to You.

~~If Your Taxfyle Protection Claimant is covered by Taxfyle Protection, the withheld amounts may be used to cover any and all costs and expenses incurred by Taxfyle, in conducting all necessary Corrective Work, including costs associated with the representation of Your Covered Taxfyle Protection Claimant in any related audit or similar proceeding.

~You may avoid or reduce Taxfyle Protection Reimbursement Costs, by satisfactorily preparing and filing all appropriate amended documents, associated filing fees, and, if need be, represent Your Covered Taxfyle Protection Claimant in any audit or similar proceeding that may occur, necessary to put Your Covered Taxfyle Protection Claimant in good standing with any Taxing or Regulatory Authorities. After You notify Taxfyle of Your intent to perform Corrective Work, Taxfyle, in Taxfyle’s sole and absolute discretion, will determine if You may proceed in conducting the Corrective Work. If granted the opportunity to perform Corrective Work by Taxfyle, Taxfyle Protection Reimbursement Costs shall continue to be withheld until Your completion of Corrective Work to the satisfaction of Taxfyle.

~Maximum Refund (or Tax Savings) Assurance or Your Money Back.

~~If any of Your Clients receive a larger refund amount or must pay a smaller tax due amount using another tax preparation method, that utilizes paid tax preparers, other than Taxfyle, then Taxfyle may refund these Clients the applicable fees paid by them for the use of the Services pursuant to Section 5.8.3.

~~If Taxfyle refunds any amount to any of Your Clients, pursuant to Section 5.8.3, You agree to reimburse Taxfyle on all such amounts. You agree that Taxfyle shall be allowed to apply any payments otherwise due to You against any debts or other monies owed by You to Taxfyle.

~Money-Back Assurance. If any of Your Clients notifies Taxfyle requesting to be qualified for the Money-Back Assurance due to claims that the work You performed is unsatisfactory for any reason, We will decide, in Our sole discretion, whether the work performed is unsatisfactory, or may exercise Our discretion to qualify their claim for another reason, or deny it altogether. If We decide that Your Client qualifies for the Money Back Assurance, and Taxfyle makes payment to refund Your Client pursuant to this provision, You will reimburse Taxfyle the amount paid to Your Client. Your failure to so reimburse Taxfyle, may result in, among other actions that Taxfyle may take, legal action against You, the withholding of other monies owed to you for unrelated Engagements, in lawsuits or claims, and/or in the elimination of Your ability to use the Services. You agree that Taxfyle shall be allowed to apply any payments otherwise due to You against any debts or other monies owed by You to Taxfyle.

~Our Cancelation Policy. If Your Client makes a request to cancel their use of the Services (“Cancelation Request”), You may only be eligible to receive a partial payment for the particular Work Request or Engagement, which may vary depending on the point in time that the Cancelation Request is made. Such a partial payment will be determined by Taxfyle, in Our sole and absolute discretion.‍

Indemnification.  You, The Third Party Tax Professional, agree to indemnify, defend, and hold harmless Taxfyle and their respective officers, directors, employees, and agents, from and against any and all claims, demands, actions, proceedings, lawsuits, damages, judgments, liabilities (whether actual or contingent), fees, costs, and expenses, including reasonable attorney’s fees, caused by, incident to, arising out of, or in any way connected with (i) your use of the Services, (ii) violation of any representation or warranty, (iii) violation of any provision of these Terms, (iv) intellectual property infringement, (v) violation of any non-compete or other restrictive covenant which You may have with any third party, (vi) Your negligence, miscalculation, or error, (vii) Taxfyle’s negligence, (viii) Any amounts paid to a Taxfyle Protection Claimant., or (ix) a violation of Your confidentiality obligations as outline in section 10.9. ‍

~In the event that You are required to indemnify Taxfyle pursuant to the provision above, You agree that Taxfyle shall maintain control of any claim, demand, action, lawsuit, or proceeding.

‍Terms Incorporated by Reference. For the avoidance of doubt, the terms contained in sections 2, 3, 4, and 12 are incorporated into this section by reference.

Termination

Taxfyle may terminate these Terms for cause immediately by providing the other Party with written notice if the other Party: (i) is in material breach of this Agreement; (ii) engages in any unlawful business practice related to that Party's performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.

Additional Terms Applicable to All Users

Unless otherwise specified, the following terms and conditions in this Section 12 apply to All Users. For the avoidance of doubt the reference All Users shall refer to Taxfyle Customers and Third-Party Tax Professionals collectively:

The Tickmark Platforms and Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the ability to access the Tickmark Platforms and Services and only for the purposes described by Us, who reserve all other rights in the Tickmark Platforms and Services. Until Termination of these Terms, and as long as You meet any applicable obligations and comply with these Terms, We grant to You a personal, limited, revocable, nonexclusive, non-sublicensable, nontransferable license to use the Tickmark Platforms and Services.

Taxfyle shall have an irrevocable right to use all data submitted on the Tickmark Platforms, subject to applicable law. Taxfyle may use any data submitted on the Tickmark Platforms for internal business purposes, including for the training of large language models and artificial intelligence.

Taxfyle, the Third-Party Tax Professional, or both may store and maintain any information that is provided in relation to Your use of the Services. You should save all information submitted to and received from the Tickmark Platforms on the device or method of Your choosing as such data may be deleted by Taxfyle, the Third-Party Tax Professional, or both at any time and at in their sole and absolute discretion. ‍

Non-solicitation. To the fullest extent permitted by law, during Your use of the Services and for two years after You cease using the Services You will not directly or indirectly solicit business according to the sections below. You acknowledge and agree that the restrictions set forth in this paragraph including, but not limited to, the time period of the restrictions and the scope of the restrictions, are fair and reasonable and are not the result of overreaching, duress, or coercion of any kind. You also acknowledge and agree that Your full, uninhibited and faithful observance of the Terms will not cause any undue hardship, financial or otherwise, and that the enforcement of this non-solicitation provision or any other provision in these Terms, will not impair Your ability to obtain qualified employment, employees, and/or independent contractors outside of using the Services. You further acknowledge and agree that if You violate the terms of this paragraph, the restrictive period shall be extended by a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation cease. Taxfyle and You agree that in the event any arbitrator or court shall hold that the time and scope restrictions in this paragraph constitute an unreasonable restriction on You, You hereby expressly agree that this paragraph shall not be rendered void, but shall apply to a term or to such other extent as the arbitrator or court may deem a reasonable restriction under the circumstances.

~Taxfyle Customers.  You agree that You will not directly or indirectly, on Your own behalf or in the service or on behalf of others, in any capacity, solicit or attempt to solicit for purposes of employment or engagement (whether as an employee or independent contractor) any Third-Party Tax Professional. Failure to abide by this provision, shall result in Taxfyle discontinuing Your ability to use these Services, and Taxfyle may seek all remedies available against You to enforce this provision, including by seeking specific performance, and cover any damages, including attorneys’ fees, sustained by Taxfyle, as a result thereof.

~Third Party Tax Professional. You agree that You will not directly or indirectly, on Your own behalf or in the service or on behalf of others, in any capacity, solicit or attempt to solicit the business of any Taxfyle Customer or the client of any Taxfyle Customer. Failure to abide by this provision, shall result in Taxfyle discontinuing Your ability to use these Services, and Taxfyle Customers (who are expressly Third-Party Beneficiaries under this provision) may seek all remedies available against You, including by seeking specific performance, to enforce this provision and cover any damages, including attorneys’ fees, sustained as a result thereof.

By using the Services, You represent and warrant that You are indeed the person or entity for whom You are seeking the Services.  If you are not, then You represent and warrant that you have the lawful authority to request the services on behalf of another person or entity, that all information provided is correct; and that You are not attempting, and will not attempt to prepare, a Work Request, Engagement, tax return or any related document for another individual or entity without their express written consent.

You agree not to use, or permit any third party to use, the Tickmark Platforms or Services or any information or content in a manner that violates any applicable law, rule, regulation, or these Terms. You represent and warrant that You will not:

~provide access to or give any part of the Services to any third party except as authorized by these Terms;

~reproduce, modify, copy, deconstruct, sell, trade or resell the Tickmark Platforms and Services;

~engage in any fraud or misrepresentation through Your use of the Tickmark Platforms and Services;

~make the Tickmark Platforms or the Services available on any file-sharing or application-hosting service; or

~attempt to replicate the Tickmark Platforms or the Services in anyway.

You acknowledge that the Services, including but not limited to, the Tickmark Platforms, may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You represent and warrant that You will comply with these laws and regulations and will not export or re-export any part of the Services or Tickmark Platforms, either directly or indirectly, in violation of these laws and regulations.‍

Password Security.‍

~You acknowledge and agree that Your password and login credentials for accessing the Tickmark Platforms are confidential and meant for Your personal use only. You shall not share, disclose, distribute, or otherwise make available Your password or login credentials to any other individual, entity, or third party under any circumstances. You are responsible for securely managing Your password(s) for the Tickmark Platforms and to contact Us immediately if You become aware of any unauthorized access to Your account. The Tickmark Platforms may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve the Services. You agree to receive these updates.

~You agree to take reasonable security precautions to protect any passwords and user identifications associated with Your use of the Tickmark Platforms. These precautions shall be at least as great as the precautions that You take to protect Your online financial accounts, but in no event less than a reasonable and prudent standard of care. You shall be fully responsible and liable for any and all activities conducted through Your account, whether authorized or unauthorized. You will notify Us immediately of any unauthorized use of Your user identification/name, Your password, or Your user profile on the Tickmark Platforms.  You further agree to inform us immediately about any other security breach of which You are aware. It is Your sole responsibility to keep Your account number, ID/username, password, and other private or sensitive information confidential. You understand and agree that You are solely responsible for all computer password, data, file and network security, including but not limited to, having an active firewall on Your computer or network connection, anti-virus and anti-spyware software.  You are required to have all necessary safeguards to secure and protect any proprietary or confidential information that You provide, store, submit, transmit or disclose directly or indirectly through Your use of the Tickmark Platforms.

TAXFYLE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE.

Privacy of Information

You can view Our privacy statement at https://taxfyle.com/policies/privacy (“Tickmark Privacy Policy”) which describes Our use of information gained through Your use of the Services. You agree to the Tickmark Privacy Policy, and any changes published to it. You agree that We may use and maintain Your data according to the Tickmark Privacy Policy as part of the Services. You give Us permission to combine information You enter or upload for the Services with that of other users of the Services and/or other services we offer. By way of example and not by limitation, this means that We may use Your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for You to compare business practices with other users. You also grant Tickmark permission to share or publish research data derived from Your use of the Services, and to distribute or license such data to third parties. We are a global company and may access or store personal information in multiple countries, including countries outside of Your own country to the extent permitted by applicable law.

Tickmark may use Your personal data to perform analysis relating to Your claims under our guarantees, marketing purposes, or to seek information to provide You with a response to a request or inquiry made by You.

You are solely responsible for protecting the information on Your device such as by installing anti-virus software, updating Your software, password protecting Your files, and not permitting third-party physical or electronic access to Your devices.

You consent to allow electronic communications, including any information or notices that We may be required by law to send to You or that may pertain to the Services or use of information You may submit in connection with the Services. We may provide such communications to You: (1) via e-mail at the e-mail address You designated to Us; (2) via “push notifications” to Your mobile device; (3) by access to Our website that will generally be designated in advance for such purpose or designated in an e-mail notice to You; (4) any messaging or chat application for computer or mobile device of Our choosing; or (5) in the course of Your use of the Services including, without limitation, via a screen or page within the Tickmark Platforms or via a link from within the Tickmark Platforms to a web page containing the communication.

You are responsible for updating Your email address, mailing address, and phone number with Us and to keep such contact information current. You may update Your email address, mailing address, or phone number through the Tickmark Platforms, or by sending an email to support@taxfyle.com.

~We may notify You about other Tickmark or third-party services. You may be offered other services, products, or promotions by Tickmark or a third party to which additional or supplemental terms and conditions and fees may apply.

You are responsible for Your Content. “Content” means all materials or information uploaded, written, posted or stored through Your use of the Services.

~You grant Tickmark a worldwide, royalty-free, non-exclusive license to host and use Your Content, and archive Your Content. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information, and disclosures. Tickmark is not responsible for the Content or data You submit through the Services.

~You agree that Tickmark may use Your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Tickmark a perpetual, worldwide, non-revocable, fully transferable, sublicensable, fully paid-up, royalty free license to use the feedback You provide to Us in any way.  You represent and warrant that You do not have, nor will You claim to have any ownership interest in any feedback, suggestions, or ideas which you share with Us.

~Tickmark may, but has no obligation to, monitor Your Content. We may disclose any information necessary to satisfy Our legal obligations, protect Ourselves, Our customers (including Third-Party Tax Professionals), or Our affiliates, or to operate the Services properly. Tickmark, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be, or that Tickmark determines in its sole discretion to be, unacceptable, undesirable, inappropriate, or in violation of these Terms.

~You represent and warrant that You will not use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, or transmit any objectionable, harmful, or deceptive Content, including but not limited to:

~~illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or would incur criminal or civil liability under any local, state, federal, or foreign law;

~~Content that seeks to, directly or indirectly, impersonate someone else or falsely represent Your identity or qualifications, or that constitutes a breach of any individual's or entity’s privacy;

~~misrepresentations of Your authority to act on behalf of any third party or utilize the Services for the benefit of a third party; or

~~Virus, Trojan horse, worm or other disruptive or harmful software or data.

~Except as permitted by Us in writing, You further represent and warrant that You will  not use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, or transmit any investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communications, or engage in spamming or flooding.‍

Communication Portals.

~Pro Chat. The Services will include a communication portal or other social features to exchange Content and other information between the Taxfyle Customer and the Third-Party Tax Professional related to the Engagement (“Pro Chat”). We do not support and are not responsible for Content and information exchanged in the Pro Chat. Nor are We responsible for any tax advice or opinions provided by the Third-Party Tax Professionals. All opinions given are those of the Third-Party Tax Professionals based solely on their professional opinion and are not the opinions of Taxfyle. As a precautionary measure, in connection with the Services or in dealing with Your Third-Party Tax Professional, Taxfyle Customers should not disclose information that is not related to or necessary for the completion of the Work Request or Engagement. You must be cautious of posted hypertext links to content of third parties for which We are not responsible.

~Help Request. You can contact Us through the Contact Us Form on the Taxfyle website or message your account manager to receive help with any inquiries or issues that You may have regarding the Tickmark Platforms. ‍

Accessing the Services Through Third-Party Services.‍

~The Services may be made available or accessed in connection with third-party services and content (including advertising) that We do not control. You acknowledge that different Terms of Service and privacy policies may apply to Your use of such third-party services and content. We do not endorse such third-party services and content and in no event shall We be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to these Terms if You access the Services using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service.

~Additional Third-Party Software Licensing Terms. Third-party devices and software may be governed by and subject to separate commercial terms and licenses. You must comply with any such commercial terms and licenses with regard to these separate third-party devices or software. Tickmark makes no warranty concerning any third-party device or software.

Miscellaneous

Access to the Services may occur through an authorized mobile application and may not be available for all devices or telecommunication providers. You will need to check the Taxfyle website to ensure Your mobile device and telecommunications provider is compatible with the Tickmark Platforms.

Apple Requirements. To the extent that You are using Our Services on an iOS device, You further acknowledge and agree to the following provisions related to Apple Inc. (“Apple”). You acknowledge that these Terms are between you and Taxfyle only, not with Apple, and Apple is not responsible for the Services and the content thereof.

~Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, You may notify Apple and Apple will refund any applicable purchase price for the mobile application to You; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services.

~Apple is not responsible for addressing any claims by You or any third party relating to the Services or Your possession or use of the Services, including, but not limited to:

~~Product liability claims

~~Any claim that the Services fail to conform to any applicable legal or regulatory requirement; or

~~Claims arising under consumer protection or similar legislation

~~Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services or Your possession and use of the mobile application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

~~You hereby represent and warrant that:

~~~You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and

~~~You are not listed on any U.S. Government list of prohibited or restricted parties.

Help and Support.  We may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change from time to time.

Governing Law and Venue. These Terms shall be construed in accordance with the laws of the State of Florida, without reference to Florida’s choice of law statutes or decisions.  Any claim or arbitration brought under these Terms shall take place in Miami-Dade County Florida.

Severability. If any provision of these Terms is held to be unenforceable invalid or unenforceable by any arbitrator or court of competent jurisdiction, the remainder of the Terms shall remain enforceable, and such unenforceable provision shall be reinterpreted to the maximum extent possible in accordance with the original intent of the term.

IRS Circular 230 Notice. Nothing in our communications with You (including, but not limited to, any Content, emails, web site content, attachments, enclosures or other accompanying materials) relating to any federal tax return, documents, transaction or matter are considered to be "covered opinions" by Us as described in Circular 230.

Headings and Captions. The titles or captions of paragraphs and subparagraphs contained in these Terms are for convenience and reference only and shall not be construed to define, limit, extend, or describe the scope of these Terms nor the intent of any provision.

Disclaimer of Warranties

YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TICKMARK, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH, OR NON-INFRINGEMENT OF, ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN, OR LINKED TO THE SERVICES. TICKMARK AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

TICKMARK, ITS AFFILIATES, AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LAWS, RULES, REGULATIONS, OR OTHER LEGAL OBLIGATIONS.

TICKMARK WILL NOT SIGN A TAX RETURN AS THE PAID PREPARER OF THE RETURN. TICKMARK RENDERS NO TAX OR ACCOUNTING ADVICE, OR OPINIONS FOR ANY ENGAGEMENT, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY ADVICE OR OPINIONS PROVIDED BY THIRD-PARTY TAX PROFESSIONALS WHO DO SO IN THEIR SOLE AND ABSOLUTE DISCRETION.

Limitation of Remedies

WE SHALL NOT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE RIGHT TO USE THE TICKMARK PLATFORMS DURING THE TWELVE (12) MONTHS PRIOR TO YOUR CLAIM. BY WAY OF ILLUSTRATION OF THE FOREGOING AND NOT LIMITATION, TICKMARK, ITS AFFILIATES, SUPPLIERS, AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET TICKMARK SYSTEMS REQUIREMENTS.

THE THIRD-PARTY TAX PROFESSIONALS ARE RESPONSIBLE FOR THEIR OWN WORK. TICKMARK MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE WORK PERFORMED BY THE THIRD-PARTY TAX PROFESSIONALS‍

INDEMNIFICATION.  EXCEPT AS EXPRESSLY PERMITTED IN THESE TERMS, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD TICKMARK, ITS AFFILIATES, AND SUPPLIERS, AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, CAUSES OF ACTION, LAWSUITS, DAMAGES, JUDGMENTS, LIABILITIES (ACTUAL OR CONTINGENT), OR EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF, OR RELATING TO, IN ANY WAY, YOUR USE OF THE SERVICES OR BREACH OF THESE TERMS DUE TO THE NEGLIGENCE OF TICKMARK OR OTHER PARTY AND REGARDLESS OF WHO SUIT IS INITIATED AGAINST (COLLECTIVELY REFERRED TO AS “CLAIMS”). TICKMARK RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIMS. YOU AGREE TO REASONABLY COOPERATE AS REQUESTED BY TICKMARK IN THE DEFENSE OF ANY CLAIMS.

Waiver. No waiver of any provision herein shall be valid unless in writing and signed by both Us and You. Our failure to at any time requires the performance of any obligation under these Terms, shall not affect the right to require performance of this obligation in the future.  Any waiver of any breach of any provision hereof, shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver of modification of any right under these Terms.‍

Entire Agreement. Except to the extent, You and Taxfyle have executed an Outsourcing Agreement, these Terms are the entire agreement between You and Tickmark and replace all prior understandings, course of dealings, communications, and other agreements, whether oral or written, regarding the subject matter hereof. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any Outsourcing Agreement. You cannot assign or transfer ownership of these Terms or any Outsourcing Agreement to anyone without Our prior written approval and any such assignment without Our prior written consent shall be void.  Notwithstanding the foregoing, We may freely assign Our rights and obligations herein without Your consent. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto. Unless amended or modified by Us as permitted herein, no amendment or modification to the Terms or any Outsourcing Agreement shall be binding on Us unless agreed to in writing by Us.‍

Survival. The following provisions shall survive the termination of these Terms regardless of the reason for such termination: Section 2, 3.4, 3.5, 3.7, 3.8, 4.2, 5.4, 5.7, 5.9, 6.8, 6.9, 6.10, Section 7, 8.7, 9.6, 9.7, 9.10, 10.1, 10.2, 10.5, 10.7, 10.8, 10.9, 10.10, 10.11, 10.18, 10.19, Section 12, 14.4, Section 15, Section 16. ‍

Binding Individual Arbitration Agreement and Waiver of Jury Trial.‍

~Taxfyle and You knowingly, voluntarily, and intentionally waive any right which either may have, to a trial by jury with respect to any litigation (including but not limited to any claims, counterclaims, crossclaims and third-party claims) arising out of, relating to, under, or in connection with (i) these Terms, including any matters contemplated by these Terms; (ii) any federal, state or other governmental statute, regulation, rule, ordinance or common law; or (iii) the performance of any obligations pursuant to these Terms or any separate agreement incorporating these Terms, including, by way of example and not limitation, an Outsourcing Agreement.

~Further, You agree that all disputes, no matter how described, pleaded, or styled, between You and Us (including Our parent and any past or present affiliates, officers, or employees), including, but not limited to, any dispute relating to any aspect of Your use of the Services or any act or omission by Us (“Dispute”), shall first attempt to be resolved by informal discussions between You and Us. If the Dispute is not resolved through informal discussions, both We and You agree to submit all Disputes to binding, confidential, individual arbitration before a single, neutral arbitrator under the Federal Arbitration Act (“FAA”) conducted by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules and Mediation Procedures. Copies of the applicable AAA Rules and forms may be obtained directly from the AAA at https://www.adr.org/rules or 800-778-7879. In the event the AAA refuses to administer the arbitration, or is unable to, then You and Taxfyle agree that the arbitration shall be conducted by JAMS under its Comprehensive Arbitration Rules, which are available at https://www.jamsadr.com or by calling JAMS at 800-352-5267. Nothing in this Disputes provision prohibits You from filing a complaint with the any applicable governmental regulatory agency. In addition, we both retain our right to seek relief in a small claims court for Disputes within the scope of that court’s jurisdiction. You and Taxfyle hereby further agree as follows:

~~the FAA (including all its procedural and substantive provisions) and related federal decisional law shall govern this Agreement to the fullest extent possible;

~~except for the right to seek relief in a small claims court as provided in this Section 16.7.2, neither of us shall file an action in any court against the other, and any such action filed in violation of this Disputes provision shall be dismissed in favor of arbitration. We both recognize that such a breach of this Agreement will cause the other damage, including, but not limited to, attorneys’ fees and costs incurred in compelling arbitration, which the breaching party will be liable to pay;

~~except as specifically required by applicable law, the fact of, and all accompanying aspects of the arbitration and the underlying Dispute shall remain strictly confidential by both of us, our representatives, the arbitrator, and the AAA (or JAMS); and

~~You agree that Your personal and/or business financial information is confidential and unique to You and that You do not want to have such information revealed to others in a class or mass action lawsuit and You agree that individual resolution of Your Dispute will occur more quickly than if Your Dispute were combined with others. You agree not to combine or consolidate any Dispute(s) with those of other Taxfyle users, such as in a class of mass action, or to have any Dispute(s) be arbitrated or litigated jointly, or consolidated with any other person’s Dispute(s). You affirm that any Dispute made by You must be resolved in a single matter only involving You. Further, You agree that the arbitrator shall have no authority to join or consolidate Disputes by more than one person.  You hereby agree to waive any rights which you may have to bring any class action Dipsute against Us.

YOU AGREE THAT THESE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. TAXFYLE IS WILLING TO PROVIDE ACCESS TO THE TICKMARK PLATFORMS AND SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE SERVICES, YOU CONSENT TO THESE TERMS. IF YOU DO NOT CONSENT TO THE TERMS, YOU SHALL NOT ACCESS OR USE ANY PART OF THE TICKMARK PLATFORMS OR SERVICES.