Terms and Conditions

1. Our services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with every industry-specific regulation (for example, the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA)), and if your interactions would be subject to such laws, you may not use the Services. Our handling of tax return information, and of information you provide in a Tax Advisor capacity, is addressed in the “Privacy, tax return information, and security” section below.

User modes

The Services are offered in two modes, “Taxpayer Mode” and “Tax Advisor Mode.” Taxpayer Mode is intended for non-tax professionals and other users with U.S. tax or compliance obligations, including users who live outside the United States or who are not U.S. residents. A user who holds an account in Taxpayer Mode, together with any business entity that user registers and administers in that mode, is a “Taxpayer.” Tax Advisor Mode is intended for independent tax professionals and preparers who use the Services to organize client information and calendars. A user who holds an account in Tax Advisor Mode is a “Tax Advisor,” whether or not that user holds any professional credential, license, or designation. A Tax Advisor is not an employee, agent, partner, joint venturer, or representative of Taxminder.

Supported profiles. The Services support the jurisdictions, entity types, tax classifications, forms, deadlines, and features identified as supported within the Services at the relevant time. Supported items may include individual profiles and various U.S. business entities and tax classifications. Coverage may be added, modified, or removed from time to time at our sole and absolute discretion.

Supported scope changes over time

The jurisdictions, entity types, forms, deadlines, taxes, integrations, and features covered by the Services are those identified as supported within the Services at the relevant time. Wherever these Legal Terms refer to items that are supported, they mean the items shown as supported in the Services when you use them, and not any fixed list stated here. We add and remove coverage on an ongoing basis, and nothing shown as supported at one time is guaranteed to remain available.

2. Intellectual property rights

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source and object code, databases, functionality, software, interfaces, designs, the Taxminder calendar engine, deterministic rules, AI-assisted methods, taxonomies, schemas, templates, workflows, documentation, analytics, improvements, and reusable know-how, as well as all website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your personal or internal business purposes only. Public laws, government forms, filing deadlines, and third-party materials referenced in or through the Services remain subject to their own rights and terms, and we claim no ownership of them. Information you enter, upload, import, or share is not Content, and ownership of that information is addressed in the “Your data” subsection below.

Your use of our Services

Subject to your compliance with these Legal Terms, including the “Prohibited activities” section below, we grant you a limited, revocable, non-exclusive, non-transferable right and license, during an active account or subscription, to:

• access the Services; and
• download or print a copy of any portion of the Content to which you have properly gained access,

solely for your personal or internal business purposes, and subject to your plan limits and the permissions in effect for your account.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: support@taxminder.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Your data

You retain ownership of the information you lawfully enter, upload, import, or share through the Services, including your tax facts, entity and ownership information, documents, and calendar entries (“User Data”). You grant us a non-exclusive, worldwide, royalty-free right and license to host, copy, store, transmit, display, analyze, secure, back up, troubleshoot, support, and otherwise process User Data as reasonably necessary to provide the Services, to deliver the reminders and integrations you request, and to comply with law.

Aggregated and de-identified information

We may create and use aggregated or de-identified statistics and other information derived from use of the Services to operate, secure, analyze, and improve the Services and to understand market demand, provided that the information cannot reasonably be used to identify you, your client, or any taxpayer.

Artificial intelligence

We may use AI-assisted processing to generate and maintain calendars and other outputs, as described in the “Calendar generation, reminders, exports, and integrations” section below. Nothing in these Legal Terms authorizes us to use identifiable tax, financial, or personal information to train general-purpose artificial intelligence models, or to use that information for unrelated marketing, unless that practice is separately disclosed to you and supported by an appropriate legal basis or your consent.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Please review this section and the “Prohibited activities” section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, or feedback about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. Submissions do not include User Data or any tax, financial, entity, or personal information you enter, upload, or import in the course of using the Services, which is governed by the “Your data” subsection above and by our Privacy Policy. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you, provided that we will not publicly disclose identifiable confidential user, client, or taxpayer information contained in a Submission.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material (“Contributions”). Any Submission that is publicly posted shall also be treated as a Contribution.

Contributions do not include User Data, information you share with a Tax Advisor, client, staff member, collaborator, owner, partner, or shareholder through the permission features of the Services, or information contained in a generated calendar, reminder, or export; that information is governed by the “Collaboration, permissions, and shared records” section below and by our Privacy Policy.

You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for the purpose of operating, providing, promoting, and improving the Services, provided that we will not use your name, image, likeness, or voice in advertising or public marketing without your separate consent, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

Subject to the consent requirement above, this license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

• confirm that you have read and agree with our “Prohibited activities” and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
• warrant that any such Submissions and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
• warrant and represent that your Submissions and/or Contributions do not constitute confidential information.

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

Additional contribution standards

We may from time to time invite you to submit reviews or ratings, to participate in support forums, community features, message boards, or other interactive functionality, or to otherwise make Contributions available to us or to other users. Where you make a Contribution, you represent and warrant that: (1) the Contribution, and our and other users' use of it as contemplated by these Legal Terms, does not and will not infringe any third party's copyright, patent, trademark, trade secret, moral, privacy, or publicity rights; (2) you are the creator and owner of the Contribution, or you hold all licenses, rights, consents, releases, and permissions necessary to submit it and to authorize the uses contemplated by these Legal Terms, including the consent of each identifiable individual appearing in it; (3) the Contribution is not false, inaccurate, or misleading, and is not unsolicited or unauthorized advertising, promotional material, a pyramid scheme, a chain letter, spam, or another form of solicitation; (4) the Contribution is not obscene, violent, harassing, libelous, slanderous, discriminatory, or abusive of any person, does not advocate or threaten violence, and does not contain material that violates any law protecting minors; and (5) the Contribution does not otherwise violate these Legal Terms, the “Prohibited activities” section, or any applicable law or regulation.

Editorial rights. We may, but are not obligated to, monitor, screen, pre-screen, edit, redact, re-categorize, or remove any Contribution at any time and for any reason, without notice. We do not assert ownership of your Contributions, and we are not liable for any statement or representation contained in a Contribution. The license you grant us in a Contribution is the license set out under “When you post Contributions, you grant us a license” above, and it does not extend to User Data or to the shared records described in the carve-out above.

Reviews and ratings

We may provide areas of the Services where you can leave reviews or ratings. Where we do, you should have firsthand experience with the person or entity being reviewed, and your review must not contain profanity or abusive, hateful, or discriminatory language, references to illegal activity, or false or misleading statements. You must not post a negative review while affiliated with a competitor, must not state legal conclusions, including whether any tax position, filing, or professional's conduct is lawful or proper, and must not organize a campaign encouraging others to post reviews. We may accept, reject, or remove reviews in our discretion and have no obligation to screen them. Reviews are not endorsed by us, do not represent our views, and are not a verification of any Tax Advisor, preparer, firm, staff member, or credential.

Copyright infringement

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the “Digital Millennium Copyright Act (DMCA) notice and policy” section below.

3. User representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are at least 18 years of age; (5) you have the authority to enter into these Legal Terms and to bind any business, entity, or organization for which you register, administer, or provide information; (6) you will not access the Services through automated or non-human means, whether through a bot, script, or otherwise; (7) you will not use the Services for any illegal or unauthorized purpose; (8) your use of the Services will not violate any applicable law or regulation; (9) any professional designation, credential, license number, or preparer tax identification number you provide is accurate, current, and lawfully used by you; and (10) you have the right, authority, and any consent required to provide information about any other person or entity that you submit to the Services, and you will submit only information reasonably necessary for the intended workflow.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. User registration and account security

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. You may not share your credentials with, or permit account access by, any other person. Where another person needs access, you must invite that person as a separate user and grant permissions through the Services. You are responsible for all activity under your account, and you must notify us promptly if you suspect any unauthorized access or use.

5. Subscription plans and entity entitlements

Commercial model

The Services are offered as a recurring software-as-a-service subscription, with separate plans for Taxpayer Mode and Tax Advisor Mode. We may add, remove, rename, or modify plans, features, entity limits, allocation rules, and pricing on a prospective basis.

Profiles and Entity Entitlements

The charges for individual profiles, and any limit on the number of individual profiles a user or a Tax Advisor may maintain, are stated on our pricing page, checkout screen, or account order summary at the relevant time. Paid entitlements are generally measured by the number of business entities for which you may generate and manage calendars. An “Entity Entitlement” means the right, under your then-current plan, to generate and manage calendars and related paid features for one business entity, up to the entity threshold or cap shown for that plan. Plan names, entity thresholds, and the features included with an Entity Entitlement are those shown on our pricing page, checkout screen, or account order summary at the relevant time.

Advisor entity budget

Certain Tax Advisor plans include a pool of Entity Entitlements that the Tax Advisor may allocate to connected clients. We set a default limit on the number of Entity Entitlements a single connected client may draw from that pool, and the Tax Advisor may increase or decrease that limit for a given client through the Services. Where a connected client creates a business entity, the client's own paid Entity Entitlements are applied first, and any remaining need is drawn from the connected Tax Advisor's pool, subject to that client's draw limit and the pool's remaining balance. The Tax Advisor is responsible for the fees associated with its own plan, including Entity Entitlements drawn by its connected clients.

Effect of budget removal

If a Tax Advisor reduces a client's draw limit, reallocates or exhausts its pool, disconnects the client, or cancels or fails to renew its plan, the client retains its data but may lose access to paid entity features, for the affected entities, including access to the calendar in its entirety, both the ability to generate new events and the ability to view previously generated and historical calendar entries, until the client purchases its own Entity Entitlement or connects to another Tax Advisor with available capacity. Calendar data may be exported as PDF or CSV while an Entity Entitlement remains active, as described in the “Data retention, deletion, and recordkeeping” section.

Free trial

A free trial, where offered, provides paid entity features for a limited entity allowance (currently one business entity for a taxpayer account and five business entities for a tax advisor account) without consuming a paid Entity Entitlement. No charge is made for the trial itself during the trial period, including for any individual profile maintained during that period. The trial length, included features, entity limits, and conversion date are shown at enrollment and described on our website and in the App, rather than fixed in these Legal Terms. Payment method requirements, conversion to a paid subscription, and cancellation during a trial are governed by the “Free Trial” subsection of the “Subscriptions” section below.

Live commercial terms

Fees, billing frequency, subscription term, renewal terms, entity limits, trial terms, and included features are those stated on our pricing page, checkout screen, or account order summary applicable to your purchase or renewal, and those terms are incorporated into these Legal Terms by reference. Price and plan changes apply prospectively, with any notice required by applicable law.

6. Purchases and payment

We accept the following forms of payment:

• Credit card
• Debit card
• ACH bank transfer

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Payments may be processed by a third-party payment provider, and your use of that provider is subject to its own terms and privacy policy. Our payment provider stores your payment card and bank account credentials; we do not store full payment card numbers or bank account credentials. You are responsible for any sales, use, or similar taxes on your purchase, which will be added where we determine they are required. We may change prices prospectively as described in the “Fee Changes” subsection below. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your subscription, together with any applicable taxes, and you authorize us to charge your chosen payment method for those amounts when you place your order and on each renewal until you cancel. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

7. Subscriptions

Billing and Renewal

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis, in advance of each billing period and without requiring your prior approval for each recurring charge, until you cancel. The length of your billing cycle and the amount charged are those shown during checkout for the plan you select. You are responsible for maintaining a valid payment method and for paying all applicable taxes. If a charge fails, we may retry it and may suspend paid features until payment is received. The subscription plans, features, entity limits, billing intervals, prices, and any additional subscription terms we currently offer are described on our website and in the App, and those descriptions are incorporated into these Legal Terms as they appear at the time of your purchase or renewal.

Free Trial

We may offer a free trial providing paid entity features for a limited entity allowance shown at enrollment (currently one business entity for a taxpayer account and five business entities for a tax advisor account). Purchasing entity slots or a larger plan during the trial ends the trial and starts the paid subscription immediately. No charge is made for the trial itself during the trial period, including for any individual profile maintained during that period. The trial length, the features included, and the date your paid subscription begins will be disclosed to you at enrollment. A payment method is not required to start the trial we currently offer, although we may require one for future trials. If a valid payment method is on your account when the trial ends and you have not cancelled, your account will convert to, and be charged for, the subscription plan you selected at the price and interval shown at enrollment. If no payment method is on your account when the trial ends, the trial simply ends, nothing is charged, and the paid entity features it provided are locked until you subscribe. The trial we currently offer, including its length, scope, and conversion date, is described on our website and in the App and in the terms shown to you at enrollment. We will provide the trial, recurring-charge, renewal, cancellation, price-change, and confirmation notices required by applicable consumer subscription and automatic-renewal laws.

Cancellation

You can cancel your subscription at any time by logging into your account or by using another method we clearly identify in the Services. Cancellation stops future renewals; it does not end the current paid period. Your access to paid features continues until the end of the period you have already paid for, and charges are not prorated or refunded for the remainder of that period, except where applicable law requires otherwise. For example, if you purchase a monthly subscription on May 10 covering May 10 through June 10 and cancel on May 10, you keep access through June 10, no refund is issued, and no further charge is made for the period beginning June 10. If you have any questions or are unsatisfied with the Services, please email us at support@taxminder.com.

Fee Changes

We may from time to time change subscription fees, plan features, and entity limits. Changes apply prospectively and take effect at the start of your next renewal term, and we will communicate them to you in accordance with applicable law. If you do not agree to a change, you may cancel before it takes effect.

8. Refund policy

Except where required by applicable law or expressly promised in the purchase flow, all fees are non-refundable, and paid subscription periods are not refunded or prorated, in whole or in part, including on cancellation, non-use, downgrade, or removal of an entity. Where a refund is required by law, we will issue it to the original payment method. Our current refund and credit policy, including any exceptions or goodwill credits we choose to offer, is described on our website and in the App, and that policy is incorporated into these Legal Terms as it appears at the time of your purchase. Nothing in this section limits any statutory right you may have under applicable consumer protection or automatic-renewal law.

9. Tax Advisor Mode and independent professional relationships

Tax Advisor Mode is available to independent tax professionals and preparers. When you use Tax Advisor Mode, you may identify yourself as a CPA, Enrolled Agent, Attorney or Esq., Non-Credentialed Preparer or PTIN Holder, AFSP Participant, or Other. You represent that any designation, credential, license, or preparer tax identification number you provide is accurate, current, and lawfully used, and you agree to update or remove it promptly if it changes, lapses, or is suspended.

No verification or endorsement

We do not verify, recommend, supervise, evaluate, or guarantee any Tax Advisor, preparer, firm, staff member, collaborator, or other user, or any designation, credential, license, or statement any of them provides. Designations and credentials are accepted at face value and displayed as submitted. If you engage a Tax Advisor or any other professional through or in connection with the Services, you are solely responsible for independently verifying that person's credentials, standing, insurance, and suitability for your matter. Nothing in the Services is a representation that we have verified, endorsed, or approved any professional or any tax position.

Separate advisor-client relationship

Any engagement, advice, filing responsibility, professional duty, fee arrangement, authorization, power of attorney, recordkeeping obligation, or dispute between a Tax Advisor and that Tax Advisor's client is separate from these Legal Terms and from the Services. We are not a party to that relationship, do not supervise it, and assume no responsibility for it. A Tax Advisor is not an employee, agent, partner, joint venturer, or representative of Taxminder and must not represent otherwise. With respect to client information a Tax Advisor enters, imports, or manages through the Services, the Tax Advisor is the controller of that information and instructs us to process it as its processor and service provider. The Tax Advisor is responsible for the lawfulness of its instructions and for obtaining any consent its clients are required to give. We act as a processor or service provider only in respect of that client information. For account administration, authentication, billing and plan limits, fraud prevention, security and audit logging, service analytics and improvement, support, legal compliance, and our own business records, we act as an independent controller or business, as described in our Privacy Policy. Sections 7216 and 6713 of the Internal Revenue Code may require specific, affirmative taxpayer consent for particular uses or disclosures of tax return information. Acceptance of these Legal Terms does not itself supply that consent, which must be obtained through the applicable product workflow or the Tax Advisor's own client documentation.

Advisor accountability

A Tax Advisor may use the Services as a workflow aid but remains independently responsible to its clients for professional judgment, for verifying all deadlines and obligations, and for meeting all applicable professional, ethical, and regulatory duties. A Tax Advisor must not rely on the Services as its sole compliance control or as a substitute for professional judgment.

Advisor teams

An advisor account administrator is responsible for the permissions it grants, for the conduct and confidentiality of the staff and team members it authorizes, and for promptly removing access when a staff member or team member no longer needs it.

10. Prohibited activities

You may not access or use the Services for any purpose other than that for which we make the Services available. Except for the internal business use and the Tax Advisor use expressly permitted by these Legal Terms and by your plan, the Services may not be used in connection with commercial endeavors that we have not endorsed or approved.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Engage in unauthorized framing of or linking to the Services.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Attempt to impersonate another user or person or use the username of another user.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Use the Services as part of any effort to compete with us, or use the Content for any revenue-generating endeavor other than your own internal business use or professional practice as permitted by these Legal Terms.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Delete the copyright or other proprietary rights notice from any Content.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Misrepresent your professional credentials, identity, authority, entity ownership, client consent, or the source or accuracy of information you provide to the Services.
• Access another user's data without authorization, share your credentials, or bypass permissions, security controls, entity limits, entitlement allocations, or billing restrictions, or conduct security testing without our prior written authorization.
• Upload or disclose information you lack the right or authority to provide, or collect or enter more sensitive information about any person than is reasonably necessary for the intended workflow.
• Decipher, decompile, disassemble, reverse engineer, scrape, crawl, copy, resell, sublicense, frame, mirror, or use the Services or their outputs to build, benchmark, train, or improve a competing product, dataset, rule engine, or artificial intelligence model, except to the extent such a restriction is prohibited by applicable law.
• Use the Services for unlawful, fraudulent, deceptive, infringing, abusive, or privacy-violating conduct.
• State or imply that we have verified, endorsed, supervised, or approved any tax position, calendar, professional, credential, or filing.
• Treat any generated calendar, reminder, classification, or export as a guaranteed or complete statement of your legal obligations without independent review.

11. Collaboration, permissions, and shared records

The Services allow you to share information with other users. You may grant view or edit access to Tax Advisors, clients, staff members, collaborators, partners, shareholders, owners, or other invited users, at the permission level you select. By granting access, you instruct and authorize us to disclose the information within the applicable profile or entity to those invitees in accordance with the permissions you select, and you confirm that you have the authority and any consent required to do so.

Advisor teams

When a client connects to a Tax Advisor, the client also authorizes that Tax Advisor to provide access to the staff and team members the Tax Advisor authorizes to assist with that client. The advisor account administrator is responsible for those permissions, for the conduct and confidentiality obligations of its team, and for promptly removing access when it is no longer needed.

Entity participants

An invitation to join an entity may disclose entity information and personal facts relevant to the relationship, such as ownership percentage, role, U.S.-person status, residency, or tax classification. The inviting user represents that it has the authority and any consent required to share that information with each invitee.

Sensitive information

Because the Services organize tax and compliance facts, the information you enter may reveal sensitive details about you or others, including marital status, dependents and children, education status, residency, or characteristics relevant to eligibility for particular credits, whether you enter them directly or they are implied by an eligibility toggle or input field. Enter only what is reasonably necessary for the workflow you intend, and share it only with users who need it.

Audit trail

We may create and retain records of tax facts, personal and entity information, invitations, permission grants and changes, connections and disconnections, reminders, exports, and other activity, in order to operate and secure the Services, troubleshoot, maintain records, and resolve later questions or disputes about what information was shared, when, and by whom.

Ending a connection

Either side may end a connection at any time. An account administrator may disconnect a member, a member may disconnect itself, and either a Tax Advisor or a client may end a Tax Advisor–client connection. What happens to the information afterward depends on whether the disconnected party held access only through another user or has its own independent basis for holding the records.

Delegated access

A user who is not a tax professional and who is invited into a Taxpayer's workspace, such as a member of the Taxpayer's internal finance team, is a “Workspace Member.” An employee or contractor of a Tax Advisor who is authorized to assist with that Tax Advisor's clients is a “Staff Member.” Workspace Members and Staff Members hold access only through another user. On disconnection, their access is revoked immediately, and any cached or exported workspace data within our control is deleted or de-identified within 90 days, so that no copy of the workspace data remains under their control through the Services.

Independent claim to records

Certain users, including Tax Advisors and authorized entity owners, partners, or shareholders, may retain a separate copy of records after disconnection to the extent they independently provided or generated those records, previously received them pursuant to a valid authorization, or are permitted or required to retain them by applicable law, professional obligations, or governing agreements. In the case of a Tax Advisor, this reflects the recordkeeping obligations that apply to the Tax Advisor as a preparer, independently of the Services. If you disconnect from a Tax Advisor, that Tax Advisor may retain the information it received or generated while connected, and any request concerning that copy must be made to that Tax Advisor.

Any use of the Services in violation of this section violates these Legal Terms and may result in, among other things, suspension or termination of your rights to use the Services.

12. Calendar generation, reminders, exports, and integrations

How outputs are produced

Calendars, classifications, suggested events, reminders, and exports are produced from a combination of the facts you provide, deterministic logic, AI-assisted processing, and content that is maintained or reviewed by people. Human review may be used to improve rules, investigate issues, or support users, but we do not promise that any person will review your particular calendar or every possible combination of facts.

Accuracy limitations

Generated calendars, classifications, suggested events, reminders, and exports may be incomplete, inaccurate, duplicated, delayed, or out of date, and may be affected by information you enter incorrectly or fail to update, by software defects, or by changes in law. They are a starting point for your own review, not a complete or authoritative determination of your legal obligations.

Your responsibility

Every user, including every Tax Advisor, remains responsible for independently verifying all deadlines and obligations, maintaining backup calendar and filing controls, obtaining appropriate professional advice, and timely completing all filing, payment, reporting, election, registration, and other obligations. We do not perform any of those tasks for you.

Custom and specialized events

You may add custom events and may enable supported reminders for items such as property tax, pass-through entity tax, information returns, or international reporting. The availability and scope of these items vary by jurisdiction, entity type, and the facts you provide, and only items shown as supported in the Services are within scope.

Calendar connections and reminders

Depending on the integration you select, we may create, update, cancel, or send calendar invitations, email, or text or in-app message reminders for Taxminder-generated events through Google Calendar, Microsoft Outlook, Apple Calendar, or similar services. You control your reminder settings. We do not guarantee the delivery, timing, accuracy, or synchronization of any reminder or invitation, or the continued availability of any third-party integration, and we are not responsible for the acts, omissions, or terms of any third-party calendar, email, or messaging provider.

Exports

PDF and CSV exports reflect only the data available in your account at the time of export. You are responsible for independently reviewing an export before relying on it or distributing it, and for handling exported information securely once it leaves the Services.

13. No professional advice and coverage limits

No tax or legal advice

We do not provide tax, legal, accounting, investment, or other professional advice. Using the Services does not create a professional, fiduciary, attorney-client, or accountant-client relationship with us. The Services do not recommend a tax position, determine your eligibility for any election, credit, deduction, or filing status, and do not substitute for advice from a qualified professional who understands your complete facts. Calendars, reminders, classifications, applicability indicators, and other outputs of the Services are informational only, and are not used, and must not be used by you or any other user, to make decisions about your credit, employment, insurance, housing, education, or similar eligibility.

No filing or fulfillment

We do not prepare or file returns or reports, make tax payments, obtain extensions, submit elections or registrations, respond to notices or examinations, represent you before the Internal Revenue Service or any other authority, or otherwise satisfy any deadline on your behalf. A reminder is not a filing, and marking an item complete in the Services has no legal effect.

Limited jurisdictional coverage. The Services do not cover every U.S. federal, state, territorial, or local jurisdiction, or every form, tax, fee, filing, or compliance obligation. We may add or remove jurisdictions, cities, forms, and obligations over time. Only items expressly shown as supported in the Services at the relevant time should be treated as within scope, and the absence of an item from your calendar does not mean the obligation does not exist.

Foreign and specialized matters

The Services do not generally cover obligations imposed by non-U.S. governments, obligations of foreign entities operating in the United States, or obligations of foreign entities holding interests in U.S. businesses. We may offer limited reminders for certain U.S. persons or U.S. entities with foreign interests, and limited reminders for nonresident aliens with U.S. interests, in each case where shown as supported. Industry-specific, excise, regulatory, licensing, and highly granular business obligations are excluded unless expressly shown as supported.

Durability of these limits

The limitations in this section apply regardless of how the Services change over time, including as we add or remove jurisdictions, entity types, forms, integrations, or features, and they survive any such change.

14. Mobile application license

Use License

If we make a downloadable or mobile application available and you install it, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use that application on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

Apple and Android Devices

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Legal Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Legal Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Legal Terms against you as a third-party beneficiary thereof.

15. Third-party accounts and sign-in

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time.

We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

16. Third-party websites and content

The Services may contain (or you may be sent via the Site or App,) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

Advertising and sponsorship. We may allow advertisers or sponsors to display advertisements or other information in areas of the Services. Where we do, we provide the space only; we do not endorse, verify, or assume responsibility for the advertiser or its products or services, and we have no other relationship with the advertiser unless we state otherwise. We do not sell User Data to advertisers, and we do not disclose your tax facts, entity information, or client information to an advertiser or use them to target advertising, unless that practice is separately disclosed to you and supported by an appropriate legal basis or your consent.

17. Data retention, deletion, and recordkeeping

Active retention

We may retain your account and Service data while your account is active and until you request deletion or your account is terminated. Inactivity alone does not necessarily trigger deletion.

Deletion requests. Following a verified deletion request or termination, we will delete or de-identify the operational data within your control within 90 days, subject to ordinary backup and disaster-recovery cycles, fraud and security records, payment and tax records, dispute and litigation-hold records, and other retention permitted or required by law.

Collaborative copies

A deletion request by one user does not require deletion of a separate copy controlled by another user, including a Tax Advisor, client, entity owner, partner, shareholder, or collaborator. Other users may have independent recordkeeping duties, may have exported information, or may hold their own copy outside the Services, and you must direct any request concerning that copy to that user.

Audit and security records

We may retain limited logs, snapshots, and records of permissions, connections, changes, and shared tax events or facts for security, evidentiary, and dispute-resolution purposes. We retain these records for no longer than seven (7) years after the activity they record, and in each case for no longer than reasonably necessary for those purposes, with access limited to personnel who require it.

Export before deletion

You may export your available data as PDF or CSV at any time while your account has access. Before you cancel, downgrade, delete your account, or lose access to paid features, you are responsible for exporting any data you wish to keep. Following termination we may make a limited export window available, but we are not obligated to do so, and data may become unavailable after the retention periods described above.

18. Services management

We reserve the right, but not the obligation, to:

• monitor the Services for violations of these Legal Terms;
• take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities;
• in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
• in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and
• otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

19. Privacy, tax return information, and security

We care about data privacy and security. Please review our Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, the Services are not directed to children, we do not knowingly permit a child to register or hold an account, and we do not knowingly market to children. An adult account holder may, however, submit information about a dependent, child, or other household member as part of that account holder's own tax and compliance facts, as described above; that information is provided by, and remains under the control of, the adult account holder. Therefore, in accordance with the U.S. Children's Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Services as quickly as is reasonably practical.

Tax return information

We may receive, store, and process information that constitutes tax return information under Sections 7216 and 6713 of the Internal Revenue Code. Where we process that information on behalf of a Tax Advisor, we act as the Tax Advisor's service provider and will use and disclose it only as permitted by those provisions and their regulations, as directed by the Tax Advisor, or as otherwise permitted or required by law. Each Tax Advisor is responsible for obtaining any client consent that Sections 7216 and 6713 or applicable professional rules require before using or disclosing client tax return information, including through the sharing features of the Services.

Confidentiality. We do not sell tax return information. We will not disclose it except to subprocessors and service providers acting on our behalf under written confidentiality and security obligations, as you direct through the permission features of the Services, or as permitted or required by law.

Security commitments

We maintain administrative, technical, and physical safeguards that are reasonable and appropriate to the nature of the information we process, including access controls, encryption in transit, logging, and vendor diligence, and we maintain an information security program consistent with the FTC Standards for Safeguarding Customer Information (the Safeguards Rule) to the extent it applies to us. No system is completely secure, and we do not warrant that the Services or your data cannot be compromised. We are not currently SOC 2 certified, and nothing in the Services or these Legal Terms should be read as a representation that we are SOC 2 certified or compliant unless we expressly state otherwise in writing.

Data processing addendum

Where we process tax return information or other personal information on behalf of a Tax Advisor, we act as that Tax Advisor's processor and service provider as described in the “Tax Advisor Mode and independent professional relationships” section, and we will process that information only as permitted by these Legal Terms, as instructed by the Tax Advisor, or as otherwise permitted or required by law. A Tax Advisor firm or other business user may request a separate data processing or security addendum, which, if executed by both parties, will control over this section to the extent of any conflict.

20. Digital Millennium Copyright Act (DMCA) notice and policy

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to us using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

21. Term, suspension, and termination

These Legal Terms shall remain in full force and effect while you use the Services.

Following termination, we will handle your data as described in the “Data retention, deletion, and recordkeeping” section, and you are responsible for exporting any data you wish to keep before your access ends.

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.

22. Service changes, availability, and interruptions

We may modify, add, remove, or discontinue plans, features, jurisdictions, integrations, rules, content, and beta functionality at any time. Material changes to your commercial terms apply prospectively and will be communicated as required by applicable law. Product and feature changes may occur from time to time, subject to any notice we owe you under these Legal Terms or applicable law. Material changes to a paid plan apply prospectively, generally take effect at the start of your next renewal term, and are notified as described in the “Fee Changes” subsection. Changes required to address a security, fraud, legal, or operational emergency may take effect immediately and without advance notice. If we discontinue the Services as a whole, we will provide reasonable notice where practicable together with a reasonable opportunity to export your data. Except where these Legal Terms or applicable law provide otherwise, we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services made in accordance with this section.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

No uptime, reminder-delivery, or service-level guarantee applies unless we separately offer one in writing. Availability may be affected by maintenance, internet or cloud provider outages, third-party integrations, emergencies, and force majeure events.

23. Governing law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

24. Dispute resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New Castle County, Delaware, or, at your election, by videoconference or on the basis of documents only. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New Castle County, Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

25. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

26. Disclaimer

27. Limitations of liability

28. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) your breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your unlawful, fraudulent, or deceptive conduct; (5) your material misrepresentation to us or to another user; (6) your unauthorized disclosure of, or unauthorized access to, another person's information; (7) your violation of the rights of a third party, including but not limited to intellectual property rights; (8) any overt harmful act toward any other user of the Services with whom you connected via the Services; or (9) if you are a Tax Advisor, any claim by your client arising from your professional services, advice, or credentials. For the avoidance of doubt, this indemnity does not extend to a claim arising solely from your reliance on a calendar, deadline, reminder, classification, or export generated by the Services, which is addressed instead by the “Calendar generation, reminders, exports, and integrations,” “No professional advice and coverage limits,” “Disclaimer,” and “Limitations of liability” sections. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

29. Data backup and loss

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. Subject to the “Limitations of liability” section and to our obligations under the “Privacy, tax return information, and security” and “Data retention, deletion, and recordkeeping” sections, we shall have no liability to you for any loss or corruption of such data, and you waive any right of action against us arising from that loss or corruption, except to the extent it results from our gross negligence or willful misconduct or from a breach of our confidentiality or security obligations.

30. Electronic communications, transactions, and signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

31. California users and residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

32. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

Order of precedence

These Legal Terms incorporate the pricing page, checkout terms, and account order summary applicable to your purchase, together with any addendum or plan-specific terms we and you execute or that we present at purchase. If there is a conflict, the following order controls: (1) any separately executed addendum or plan-specific agreement; (2) the pricing, checkout, or order summary terms applicable to your purchase, as to fees, billing frequency, term, entity limits, trial terms, and included features; and (3) these Legal Terms. In all other respects these Legal Terms control.

Notices

We may provide notices to you by email to the address on your account, by posting within the Services, or by other reasonable means. You must send notices to us at the address in the “Contact us” section.

Force majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor disruption, governmental action, and failures of the internet, cloud infrastructure, telecommunications, or third-party integrations. This does not excuse your obligation to pay amounts due.