Terms of Service

This Terms of Service Agreement (these “Terms” or this “Agreement”) is made between you (either an individual or, if you are using ProAdvisor CPA’s services on behalf of an entity, that entity) and ProAdvisor CPA, SC (“we, us”, “ProAdvisor CPA”. It governs your access to and use of ProAdvisor CPA’s services, products, software, and websites (the “Services”).

If your engagement with ProAdvisor CPA contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any of these terms. If you are agreeing to these terms on behalf of an entity, you represent that you have the authority to bind that organization, otherwise you must not sign up for the Services.

Please read this agreement carefully. It requires the use of binding individual arbitration to resolve disputes rather than jury trials or class actions.

1. Specified Services Offered

Each work order will be agreed to in writing with a signed proposal or quote (“signed agreement”, “engagement”). ProAdvisor CPA offers its clients Bookkeeping Services, Tax Services, and/or Other Strategic Consulting Services (“Services”). The below sections explain the various scope of work for these specified services. These services and any related communications with us are not a substitute for and do not include legal, tax, financial, employment law, real estate, healthcare, or accounting advice. For more about what the Services do and do not include, and how you can use them, please see our Acceptable Use Policy.

A. Bookkeeping services

Notwithstanding anything to the contrary herein, if your engagement with us shows that you’ve engaged with ProAdvisor CPA for bookkeeping services or accounting-related consulting services, your use of such service is governed by the below-specified terms in addition to the Terms in this entire agreement.

ProAdvisor CPA’s bookkeeping services are a solution for bookkeeping and financial organization.

These bookkeeping services do not include, and you will not purport to rely on them for: (i) audit, examination, verification, investigation, certification, presentation, or review, of financial transactions or accounting records; (ii) advice relating to accounting procedure and to the recording, presentation, or certification of financial information or data; (iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose; (iv) legal advice regarding any of your business practices, including with respect to their appropriateness or legality; or (v) tax advice or tax return preparation (although we will provide bookkeeping assistance to your tax preparer of choice). You should seek the services of a duly licensed professional in connection with any of the foregoing. In particular, only an independent, certified public accountant can attest (e.g. as part of an audit) as to whether the results of these bookkeeping services are compliant with GAAP, IFRS, or any other accounting standards or rules, and we make no representation or warranty with respect thereto.
We will further depend on you to provide the information we need to complete an accurate assessment and provide recommendations. We may ask you to clarify some items but will not audit or otherwise verify the data you submit. Review or revision of prior year(s) returns is also available at an additional charge.‌
‌
We will not audit or otherwise verify the data you submit, although it may be necessary to ask you for clarification of some of the information. It is your responsibility to provide all the necessary information in order for us to prepare accurate and complete financial reports. We will render such accounting and bookkeeping assistance as determined necessary for the preparation of income tax returns. During these services, we do not perform procedures designed to discover defalcations or other irregularities, should any exist.
‌
We will perform services only as needed to reconcile, review, revise or prepare your income tax returns. Our work will not include procedures to find misappropriated funds or other irregularities. Accordingly, our agreement should not be relied upon to disclose errors, fraud, or other illegal acts, though it may be necessary for you to clarify some of the information you submit. We will, of course, inform you of any material errors, fraud, or other illegal acts we discover.
‌
The law imposes penalties when taxpayers underestimate their tax liability. Please call us (520-800-0780) if you have concerns about such penalties. Should we encounter instances of unclear tax law, or of potential conflicts in the interpretation of the law, we will outline the reasonable courses of action and the risks and consequences of each. We will ultimately adopt, on your behalf, the alternative you select.
‌
Invoices are due and payable upon receipt. To the extent permitted by state law, an interest charge may be added to all accounts not paid within thirty (30) days.‌

If you are a Bookkeeping customer for the quarter following the calendar year-end (i.e., your subscription has not been terminated during such period), we will perform certain year-end bookkeeping activities at that time as part of your subscription, including making year-end annual adjustments and providing a trial balance and standard full-year financial statements for your tax returns. If you are not a Bookkeeping customer for the quarter following the calendar year-end, we will not perform such year-end bookkeeping activities and bears no responsibility or liability with respect to any failure to perform such activities on your behalf.

We use either Intuit Inc.’s Quickbooks Online™ or Xero (“subscriptions”) to provide the Services. If you don’t already have an account, we may create one for you. Your and our use of these subscriptions will be governed by Intuit’s Terms of Service and Privacy Policy or Xero’s Terms of Use and Privacy Policy.

Bookkeeping services may include reconciliation of sales, sales tax, employee benefits, other human resources (hr)accounts, payroll and/or payroll tax accounts, or its related accounting entries. Unless otherwise specified in the signed engagement agreement, it is understood that we are not providing you with hr, sales, or payroll services and are only assisting with reconciling these accounts to your books. We are not, therefore, liable for the collection of, remittance of, or reporting of said taxes to the proper authorities or for defining any nexus requirements. We are also not engaged with providing employee classification, employment law, or human resources requirements as it relates to minimum employer responsibilities; although we may make you aware of certain requirements during the course of our engagement.

Exclusivity

If you are a Bookkeeping customer, you acknowledge and agree that in performing the Services, we must use, record, classify and reconcile your financial transactions and other data to prepare your books. For example, depending upon the Services, we may have to: (a) import transactions from your books in order to reconcile your bank accounts, (b) categorize transactions in your books to expense accounts and to balance sheet accounts for amortization purposes, and/or (c) sync your payroll data via the Gusto or other payroll provider sync. Any modifications made by you or on your behalf (e.g., by a third-party service provider other than ProAdvisor CPA) to your books may adversely impact Services previously performed by us, causing ProAdvisor CPA to have to re-perform such Services in order to correct any resulting inconsistencies or inaccuracies or to confirm that there are no such inconsistencies or inaccuracies. To avoid these types of situations that are undesirable not only for ProAdvisor CPA but also for you, you hereby appoint ProAdvisor CPA as your exclusive third-party bookkeeper. If you engage another third-party service provider to make changes to your books, or you otherwise make changes to your books directly, while you have engaged ProAdvisor CPA to provide the Services, we reserve the right to terminate your subscription at any time upon written notice without a refund of prepaid fees for unelapsed months of the Services. You also agree to hold us harmless for legal or tax issues that arise due to the changes you or another third-party makes with engaging with us to perform these Services.

B. Tax Preparation Services

Notwithstanding anything to the contrary herein, if your engagement with us shows that you’ve engaged with ProAdvisor CPA for tax preparation service or other tax consulting services, your use of such service is governed by the below-specified terms in addition to the Terms in this entire agreement.

IRS Regulation 26 C.F.R. § 301.7216-3 consent to the disclosure and use:

Please note that we may perform any or all of its obligations hereunder through a third-party tax service provider, including in each case its affiliate(s), some of which may be located outside of the United States (each service provider and its affiliates, a “Service Provider”) and/or our affiliate(s), some of which might be located outside of the United States. These Service Providers and/or our affiliates may use subcontractors, some of which may be located outside of the United States. In such event, we will remain liable to you for any nonperformance of this Agreement by us caused by an act or omission of the applicable Service Provider.

You hereby consent to (1) ProAdvisor CPA and/or its affiliate(s) disclosing your information that is required to provide the tax services (this information is referred to in this paragraph as the “required information” and it includes, for example, your financial and business information, entity and ownership information, complete tax return(s) in our possession, and other tax return information communicated through our systems) to us and our affiliate(s) and/or Service Provider(s), as applicable, (2) our affiliates’ and Service Providers’ use of the required information to provide the tax services, including disclosure to, and use by, subcontractors to provide the tax services, (3) the disclosure and use of the required information outside of the United States to provide the tax services, (4) our disclosing your complete tax return(s) and other tax return information to us to share it with you through our systems and facilitate completion of your tax return(s) and (5) ProAdvisor CPA using your complete tax return(s) from the tax services, required information, and other tax return information communicated through our systems to perform and improve its services, including, for example, use in bookkeeping and other services and disclosure to potential partners for evaluation purposes and service providers for processing purposes. Contact us if you want to limit our disclosures of your complete tax returns. Contact us if you want to limit disclosure of your complete tax return to ProAdvisor CPA. This consent is valid with respect to our use of your information for services performance and improvement purposes for as long as we have a business purpose for using the information, and with respect to other uses and disclosures until the statute of limitations to assess any tax by the Internal Revenue Service or other applicable state agency with respect to the applicable tax return has expired. If you decline to provide consent, you will not be able to use some or all of the tax services.

We shall have in place with the applicable Service Provider at all relevant times a written agreement obligating the applicable Service Provider (including its affiliates, if and as applicable) to comply with confidentiality obligations protective of all such information substantially similar to those contained in this Agreement.

If you purchase our tax preparation services, we expect to perform the following services (the “Tax Preparation Services”):

• Prepare the federal, state(s), and local income tax returns with supporting schedules, based on financial statements or other documentation that accurately represent the financial activity of the Company provided by the Company.
• Any additional tax returns or other government filings for the Company must be requested in writing by the Company, and accepted in writing by us, and will then be subject to the terms and conditions of this letter.

Except as specifically provided, this engagement and the Tax Preparation Services do not include any returns other than income tax returns (including without limitation sales or use tax returns, payroll tax returns, or other unique tax returns that are the Company’s obligation to comply with) and do not extend to determining the Company’s filing requirements or nexus in any particular taxing jurisdiction. We may be able to assist you in the preparation of these filings if you request. This request must be in writing by the Company and accepted in writing by us. Please note there are substantial governmental penalties and personal liability for noncompliance and we are not to be held liable for non-compliance.

We and the Service Provider must use judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. We and the Service Provider will apply the “more likely than not” reliance standard when communicating positions to you to resolve such issues, in order to avoid penalties that might be assessed against the Service Provider as a return preparer. As a condition of receiving Tax Preparation Services, you agree to honor our reasonable directions and those of the Service Provider regarding disclosure of return positions to avoid or mitigate penalties.

In the course of the Tax Preparation Services, it may come to your or our attention that you may need to file tax returns in one or more additional jurisdictions, including foreign jurisdictions. While we will advise you if this comes to our attention, you remain solely responsible for identifying all filings for which you are seeking Tax Preparation Services, including any liability and additional expenses resulting from choosing not to prepare and file any tax returns, tax forms, and/or supporting schedules (whether recommended by us or not). You must inform us of any new or expanded activities that could trigger filing requirements in additional state(s) or country(ies), such as the acquisition of property or the hiring of employees, or the use of independent contractors in a new state or country. Activities of a partnership, LLC, trust, or other pass-through entity in which you are an owner or beneficiary may also trigger additional state and/or foreign tax filings, so you must inform us if you have acquired an interest in a new pass-through entity over the past year. We will not file any Commerce Department reports or surveys for the Company.

Management is responsible for ensuring the proper recording of transactions in the accounts, safeguarding assets, and for the substantial accuracy of the financial records. Because you have final responsibility for the tax returns, you should review them carefully before you sign and file them. Your returns may be audited by the taxing authorities. Any proposed adjustments may be subject to appeal.

Because of the special purpose, nature, and format, income tax returns do not constitute financial statements prepared in accordance with generally accepted accounting principles. The tax returns should be used only for income tax purposes and must not be used as a substitute for financial statements.

US citizens and residents and certain nonresidents who have a financial interest in or signature or other authority over any “financial accounts” in a foreign country are required to make a separate filing if the aggregate value of these accounts exceeds $10,000 at any time during the year. Filing requirements also apply to those with direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign financial accounts of its own. You are responsible for identifying the need for these filings, and they will be part of the Tax Preparation Services if ordered by you, either initially or by following the process for “as needed” additional services. Please note there are substantial IRS and other governmental penalties for noncompliance.

We or the Service Provider will retain copies of the records you have supplied to us along with work papers for your engagement for a period of seven years from the original due date of the applicable return. Please notify us within this period if you need copies of your original or filed tax forms. After seven years, work papers and engagement files will be destroyed. Your original records will be returned to you at the end of this engagement. Working papers and files that we or the Service Provider maintain are not a substitute for your original records, and you should arrange for secure storage of the originals.

General Tax Disclaimers: (as applicable)

We are not responsible for RMD (Required Minimum Distribution) amounts not taken or taken in error.

We are not responsible for the decision to opt-out of the BBA (Bipartisan Budget Act of 2015), otherwise known as the Centralized Partnership Audit Regime. Although we may opt on your behalf, you are ultimately responsible for the choice and its sole impact on the partnership and its partners/owners/members. Further, any named individual or partner that engages with us is believed to have the full authority to make the decision regarding BBA and is assumed to be the Partnership Representative, as defined by the Internal Revenue Service. If you are not the legally binding Partnership Representative, do not sign any agreement with us.

You further agree that there is no conflict of interest with us, should we prepare both the entity tax return and some or all of its owners/shareholders/partners’ individual tax return(s).

We are not responsible for selecting a legal or tax structure for your business, although we may provide guidance or advice regarding the differences between available options.

We are not responsible for tracking the accuracy of owner basis as there may be unknow activity (such as ending basis for the shareholder or partner in an S-Corp or partnership). We may be required to prepare and provide form 7203, however, we are not responsible for the accuracy of the beginning or ending basis due to unknow activity at the individual level.

Disclaimer regarding R&D Credit: (as applicable)

You are ultimately responsible for amounts reported with IRS Forms 6765 and 8974, including determining which of the Company’s expenses qualify for the R&D tax credit for United States federal income purposes. Should we prepare IRS Forms 6765 and 8974, we will do so based on your findings and reports from a third party of your choosing.

The Company is responsible for ensuring the proper recording of transactions in the accounts and for the substantial accuracy of the financial records. Because you have final responsibility for the tax returns, you should review them carefully before you sign and file them.

There is no guarantee that the taxing authorities will accept your R&D activities as qualifying R&D activities or that the tax authorities will approve all of your R&D expenditures as qualifying R&D expenditures. Additionally, your returns may be audited by the taxing authorities. Any proposed adjustments may be subject to appeal.

C. Controller, CFO, or other Consulting Services “Strategic Consulting Services”

Notwithstanding anything to the contrary herein, if your engagement with us shows that you’ve engaged with ProAdvisor CPA for Strategic Consulting Services, your use of such service is governed by the below-specified terms in addition to the Terms in this entire agreement.

We may offer you with strategic financial consulting services to help you manage and grow your business, such as outsourced CFO, Controller, or other unique business, consulting services. The services we provide to you are specified signed engagement agreement and may include: outsourced CFO or controller engagement, annual budgeting, and fundraising services (collectively, “Strategic Consulting Services”). Strategic Consulting Services (including any communications you may have with our personnel in connection with those services) are not a substitute for and do not include legal, tax, employment law, real estate, healthcare, or accounting advice. We are not acting as your agent, broker, fiduciary, or investment advisor. Strategic Consulting Services do not include, and you will not purport to rely on them for: (i) accounting advice, (ii) legal advice regarding any of your business practices, including with respect to their appropriateness or legality; or (iii) tax advice or tax return preparation. You should seek the services of a duly licensed professional in connection with any of the foregoing. You are ultimately responsible for all business/management decisions as it relates to your business going concern as well as legal requirements and uploading all laws. 

2. Your Responsibilities

You agree that we are not responsible for recordkeeping, even with a bookkeeping engagement. We are not the primary recordkeeper and it is your responsibility to maintain the relevant original documentation (e.g., canceled checks, legal documents, and other data) that forms the basis of preparing your financials and/or income tax returns. We are not responsible for receipt retention policies, although we may ask for receipts for clarification purposes. We suggest you retain such documentation for a minimum of seven years, or as is required/recommended by law. Such original documentation may be needed in order to substantiate the items reported in these financials. You are ultimately responsible for the accuracy reported in these financials and/or tax returns. Therefore, we suggest once these services are completed that you review them to ensure you agree with the presentations of the items found within. You will have to create a user name and password for some applications, you agree that you will not share your username or password with anyone inside or outside of your organization. They will have the same authority and ability to see all your personal information. If you feel someone should have access to your business or personal files, please inform us and we can add them with restricted access as needed.

Corporate Transparency Act Update: We are not responsible for reporting requirements under FinCEN, FBAR or under the Corporate Transparency Act (CTA). Although we may ask you questions regarding this compliance or provide you with guidance related to your requirements, you agree to hold us blameless for any non-compliance with this or similar acts.

You agree to file returns as required by any agreements, settlements, or compromises that are made with the IRS or other taxing agencies. You further agree to stay current on all future tax liabilities as they become due. Failure to stay current with any and all tax liabilities will be cause for us to terminate this agreement as it would affect our ability to represent you.‌

3. Third-party services and Login Credentials

You may wish to provide us with certain data that is stored or accessed through a third-party website or service, like Quickbooks Online™ or Xero, to enable us to provide you with the Services. If you choose to provide us with login credentials or access to your account, such as, through an account name or number, password, answers to security questions, and so forth (collectively, “Login Credentials”), you both (a) give us permission, and a limited power of attorney, to use them to log in to these other websites and services and access, transfer, reformat, and manipulate your account on your behalf; and (b) represent to us that you have the authority to give us this permission. We will maintain Login Credentials in encrypted form, and we will only use them as described in these Terms. To the extent you have granted us access to or use of your Customer Data or Login Credentials, for the provision of other services and products by us or its Affiliates to you (such as, for example, our bookkeeping services), then you give us permission to access or use such data or Login Credentials to the extent reasonably necessary to provide the Services.

In the interest of facilitating our services to you, we may send data over the Internet, securely store electronic data via computer software applications hosted remotely on the Internet, or allow access to data through third-party vendors’ secured portals or clouds, such as QuickBooks Online, Aplos, Xero, Hubdoc, Slack, Google products, Expensify, Bill.com, Stripe, Shopify and/or other cloud-based applications. Electronic data that is confidential to you may be transmitted or stored using these methods. We may use third-party service providers to store or transmit this data, such as, but not limited to, providers of accounting and tax return preparation software. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws and professional standards. We also require our third-party vendors to do the same. We may also utilize to work of independent bookkeepers, accountants or other third parties for data entry or other accounting functions.
‌
You recognize and accept that we have no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third-party service providers during this agreement.‌
‌
To enhance our services to you, we will use a combination of remote access, secure file transfer, virtual private network or other collaborative, virtual workspace, or other online tools or environments. Access through any combination of these tools allows for on-demand and/or real-time collaboration across geographic boundaries and time zones and allows and you to share data, agreement information, knowledge, and deliverables in a protected environment. In order to use certain of these tools and in addition to execution of this acknowledgment and agreement letter, you may be required to execute a separate client acknowledgment or agreement and agree to be bound by the terms, conditions, and limitations of such agreement.
‌
You agree that we have no responsibility for the activities of its third-party vendors supplying these tools and agree to indemnify and hold harmless with respect to any and all claims arising from or related to the operation of these tools. While we may backup your files to facilitate our services, you are solely responsible for the backup of your files and records; therefore, we recommend that you also maintain your own backup files of these records.

4. Unauthorized uses of the Services

You will only use the Services in accordance with the Acceptable Use Policy. We may suspend or terminate provision of the Services, in whole or in part, where we believe it is being used in a manner that breaches this agreement (including the Acceptable Use Policy) or creates risk of personal injury, property damage, or legal liability for ProAdvisor CPA, you or any third party, or may cause ProAdvisor CPA to lose the services of one of our third-party service providers. You represent and warrant that any information you provide to us about your (or, if you are acting on behalf of another, that person’s) business, products, or services is accurate and complete.

5. Modifications to the Services

We are constantly changing and improving our Services. We may add or remove functionality or features, and we may suspend or stop part of the Services altogether.

6. Facilities and data transfer

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where ProAdvisor stores and processes its own information of a similar type. As part of providing the Services, we may transfer, store and process Customer Data. By using the Services, you consent to this transfer, processing and storage of Customer Data. This customer data may be submitted, stored, sent, or received by you, at your direction, or as part of the Services for you (collectively, “Customer Data”).

These Services may be performed in cooperation with you or your employees or agents. You will provide us and its employees or agents with Customer Data and cooperation, resources, and support, as reasonably necessary or appropriate for us to perform the Services. You hereby grant us a nonexclusive and royalty-free right and license to use the Customer Data solely for the purpose of performing the Services. You represent and warrant to us that you have the authority, including without limitation any and all necessary consents, to grant this license.

7. Rights and Protections

You retain the right to terminate these Services upon written notice to us at any time, and we retain the right to resign at any time upon written notice to you. Any deposit fees paid are considered non-refundable.

OUR (INCLUDING OUR AFFILIATES) AND EACH SERVICE PROVIDER’S CUMULATIVE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING IN ANY MANNER TO THE TAX PREPARATION SERVICES OR THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO US (OR TO SUCH SERVICE PROVIDER, AS APPLICABLE) FOR THE SERVICES AND OUR WORK PRODUCTS GIVING RISE TO LIABILITY. WE (INCLUDING OUR AFFILIATES) AND THE SERVICE PROVIDERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF WE (INCLUDING OUR AFFILIATES) OR THE SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH OUR (INCLUDING OUR AFFILIATES) ENTIRE LIABILITY WITH RESPECT TO THE TAX PREPARATION SERVICES AND/OR THE R&D CREDIT SERVICES, AS APPLICABLE.

The Company agrees to indemnify, and hold harmless, us, each Service Provider and each of our and their officers, directors, employees, affiliates, and agents for any liabilities, damages, expenses (including reasonable attorney’s fees and costs), costs, and/or losses incurred in connection with (a) any financial liability for penalties or interest resulting from misinformation or misdirection originating from Company or failure by Company to timely provide required information, sign e-file forms or make necessary payments and/or (b) any third party claims or other legal or regulatory action or proceeding involving or relating to these Services or this Agreement. With respect to any action or proceeding in which we are not a party, the Company shall indemnify, and hold harmless, us, each Service Provider and each of our and their officers, directors, employees, affiliates, and agents for all costs and expenses (including reasonable attorney’s fees and costs) associated with providing testimony, documents or information relating to these Services, including any time expended at our (or an applicable Service Provider’s) than standard rates.

We and the Company, to the extent permitted by applicable law, each knowingly, voluntarily, and intentionally waives the right to a trial by jury in any action arising out of or relating to this Agreement, these Services to be performed by us pursuant hereto. This waiver applies to any action or legal proceeding whether sounding in contract, tort, negligence, or otherwise. This Agreement and all claims relating to the relationship between the parties are governed by the laws of Pima County, Arizona, U.S.A, excluding Arizona conflict of laws rules. You agree that any action arising out of or relating to this Agreement or the Service shall be filed only in the state or federal courts located in Pima County, Arizona, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

8. Independent Consultants

These Services provided to you by our employees or agents are outsourced or fractional services only. ProAdvisor CPA and its respective employees and agents are independent consultants and have no fiduciary duties to you or your business in the way a company employee would. As such, you agree not to misidentify or misclassify ProAdvisor CPA or any of its employees or agents as your “CFO” or “Chief Financial Officer” to any third party that would falsely claim to provide the Company with legal rights regarding decision making

9. Deliverables

Unless otherwise agreed by the parties in writing and subject to the sections below, you shall own all right, title, and interest (including all intellectual property and other proprietary rights) in and to Deliverables (defined herein) upon payment in full therefor. All Deliverables are works made for hire to the extent allowed by law and, in addition, we make all assignments to you necessary to accomplish the foregoing ownership. “Deliverable” means any work product that is created, developed or made by us specifically for you, or that is specified in the signed engagement agreement, and delivered to you by us during the performance of the Services (but expressly not including any Background Materials (as defined below)).

10. Background Materials

ProAdvisor CPA (and its licensors, as applicable) shall retain all rights, titles, and interest in and to all Background Materials (including all intellectual property and proprietary rights therein). To the extent that we include any Background Materials in any Deliverable, then we agree to grant you, and hereby grants you, a nonexclusive right and license to use such Background Materials internally and solely in connection with, and as incorporated in, the Deliverable. Except for the limited rights and licenses expressly granted hereunder concerning the Background Materials, no other license is granted and no other use is permitted. “Background Materials” means all information, ideas, know-how, processes, software, templates, works of authorships, trade secrets, methods, and technologies, including all intellectual property and other proprietary rights embodied therein, that (a) are owned or developed by us (whether developed by or for us or otherwise acquired from a third party) prior to the performance of Services under this Agreement or separate and apart from the performance of Services under this Agreement, or that are in-licensed by us from a third party, including any changes or extensions thereto or (b) are created or developed by us in performing Services under this Agreement, are generally applicable to the services that we provide, and do not include any of your Customer Data.

11. Feedback

As between the parties, you retain all intellectual property rights in your Customer Data, and we retain all intellectual property rights in the Services. You grant us a limited license to use your Customer Data to provide, protect, and improve the Services. We may retain such data in anonymized, de-identified, and aggregated form that is protected by organizational and technical safeguards in order to perform research and development. If you provide us with feedback or suggestions about the Services (“Feedback”), then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback.

12. Confidential Information

“Confidential Information” means all information a party or its Affiliate (as defined below) discloses to the other party under this Agreement and which is marked as confidential, or which would normally be understood to be confidential under the circumstances. Customer Data is your Confidential Information. Confidential Information shall not include any information that (a) is independently developed by the recipient, (b) is shared with the recipient by a third party without confidentiality obligations, or (c) becomes public through no fault of the recipient.

For our relationship to succeed, it is essential for you to provide us with all factual information reasonably relevant and material to the subject matter of the Engagement. Please be aware that failure to disclose the nature, source, and extent of any assets, liabilities, income, or expenses may ultimately invalidate any agreement between you and a taxing agency.

13. Obligations

The recipient shall use the other party’s Confidential Information only to exercise its rights and fulfill its obligations under this Agreement. The recipient shall use reasonable care to protect the other’s Confidential Information against unauthorized disclosure. Each party may disclose Confidential Information to its Affiliates, agents, employees, or professional advisors (“Delegates”) who have a need to know such information for the purpose of exercising its rights or fulfilling its obligations under this Agreement, and who have a legal obligation to keep such information confidential. Recipient shall ensure that its Delegates are also subject to the same non-disclosure and use obligations. Upon your request, we will execute a separate agreement reflecting these non-disclosure and confidentiality obligations for your records.

14. Disclosure

These Terms shall not prohibit a party from disclosing the other party’s Confidential Information (a) if such disclosure request is compelled or required under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process (“Legal Process”), (b) with the other party’s prior written consent, or (c) in connection with enforcing our rights under this Agreement with you. The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with the Legal Process unless (a) giving notice is legally prohibited or (b) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury. The recipient will reasonably cooperate with the other party’s requests to seek legal protections or oppose the disclosure of its Confidential Information.

15. Affiliates

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. “Control” means control of greater than 50% of the voting rights or equity interests of a party.

16. Payment Terms; Fees

All fees for Services shall be reflected in the signed agreement. Unless as otherwise set forth in the signed agreement, We will collect payment for the fees automatically via ACH or Credit Card. Fees are exclusive of taxes, which you’re responsible for, if applicable.

You represent that you have the authority to bind the organization that owns the bank account and to authorize these transactions to the bank account. This bank account payment authorization will remain in effect until you notify us in writing to cancel it in such time as to afford ProAdvisor CPA and the bank reasonable opportunity to act on it. We may immediately suspend the provision of these Services if your account is past due. Except to the extent expressly set forth herein, all payments are non-refundable and non-creditable.

You hereby authorize us or its payment processor to initiate entries to your business bank checking accounts on file with us (using your business address on file) in order to pay amounts that you owe us (including for any Renewal Terms as those payments come due), and, if necessary, to initiate adjustments for any transactions credited or debited in error.
If you notify us in writing that there are additional state income tax returns, foreign shareholders owning greater than 25%, foreign financial accounts, or changes in accounting methods, additional fees will apply.

17. Non-Disclosure and Confidentiality

Subject to Section 3.2 (Disclosure of Confidential Information) the recipient (that is, ProAdvisor CPA and you) will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this agreement. Customer Data is your Confidential Information. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to other parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
Upon request, we will execute a separate agreement reflecting these non-disclosure and confidentiality obligations for your records.

Regardless of any other provision in this agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Section 3.2.2 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with enforcing our rights under our agreements with you.

The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is informed that (a) it is legally prohibited from giving notice or (b) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury.

The recipient and its Affiliates will comply with the other party’s reasonable requests to oppose the disclosure of its Confidential Information.

18. Term and Termination

This agreement is effective on the date you sign an engagement with us or you otherwise agree to these terms (for example, by clicking through an online agreement) (the “Effective Date”). Your initial subscription term will begin at the subscription start date and continue, unless terminated earlier, for the term specified on the signed engagement proposal or quote (the “Initial Term”).

Upon the end of the Initial Term and any Renewal Term, your subscription will automatically renew for the same duration as the Initial Term and at ProAdvisor CPA’s then-list price unless you give us notice (via support@proadvisor.com) at least (a) seven (14) days for monthly or quarterly subscriptions; or (b) thirty (30) days for annual subscriptions, in each case, prior to the end of the then-current Initial Term or Renewal Term, as applicable. If we increase your subscription fees in connection with a renewal, we will provide you with thirty (30) days advance notice of such increase to the email address associated with your account. If you do not terminate your subscription within such thirty (30)-day period, your continued use of the Service constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with Section 4 herein, such increased subscription fee.

We may terminate your subscription at any time by providing notice of termination to you via the email address we have on file. In the event we terminate your subscription for any reason other than your violation of Section 1.4 (Unauthorized uses of the Services) or your material breach of this agreement, we will give you a refund of prepaid fees for unelapsed months of the Services.

In the event your subscription ends, we will try to transfer to you the “master administrator” status for the subscription account that was maintained for you by us, so that you can elect to maintain that subscription with the subscription or export your data.

All sections within this agreement will survive the termination or expiration of this agreement.

19. Intellectual Property

As between the parties, you retain all intellectual property rights in your data, and we retain all intellectual property rights in the Services. You grant us a limited license to use your data to provide, protect, and improve the Services. We may retain anonymized, de-identified, and aggregated data that is protected by organizational and technical safeguards in order to perform research and development. If you provide us with feedback or suggestions about the Services (“Feedback”), then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback.

20. Using ProAdvisor CPA’s Services on Behalf of Others

If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.

21. Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, PROADVISOR CPA, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS AND DISTRIBUTORS (THE “ENTITIES”) MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” NO WARRANTY IS MADE THAT THE SERVICES OR RESULTS OF USE OF THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER. THE ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE ENTITIES FOR ALL CLAIMS RELATING TO THE SERVICES AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED US DOLLARS, WHICHEVER IS GREATER. SUBJECT TO APPLICABLE LAW, THE ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF THE ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE ENTITIES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE.

23. Indemnification

You shall defend and indemnify the Entities from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs, and expenses, including all attorney’s fees, that arise from or relate to: (a) your use of and our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the services, of any intellectual property or other rights of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

24. Disputes; Class-Action Waiver

Except as set forth in Section 11.5 (Arbitration), you and ProAdvisor CPA agree that any and all claims relating to these terms or the Services may only be brought in the federal or state courts of Pima County, Arizona, subject to the mandatory arbitration provisions below. Both you and ProAdvisor CPA consent to venue and personal jurisdiction in such courts.

If you have a dispute with us, you will promptly send written notice to: ProAdvisor CPA, 7014 E Golf Links Road #318 Tucson AZ 85730.

This agreement and all claims (including procedural issues) between the parties are governed by the laws of Arizona, excluding Arizona’s conflict of laws rules.

Before filing a claim, you and we each agree to try to resolve the dispute by contacting the other party through the notice procedures in Section 11.2 (Notice of disputes). If a dispute is not resolved within (30) thirty days of notice, you and we may bring a formal proceeding.

You and ProAdvisor CPA agree to resolve any and all claims relating to this agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Pima County, Arizona, or any other location both parties agree to in writing.

Either party may bring a lawsuit in the federal or state courts of Pima County, Arizona solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above.

You may only resolve disputes related to or arising from the Services with the Entities on an individual basis and will not bring a claim in a class, consolidated, or representative action.

Upon expiration or termination for any reason, all rights, obligations, and licenses of the parties hereunder shall cease, except that (a) your liability to pay for Services performed (and non-cancelable expenses incurred) prior to the termination date shall not be extinguished, and shall become due and payable on the termination date, (b) all other obligations that accrued prior to the effective date of termination and remedies for breach of this Agreement shall survive any termination and all sections shall survive.

25. Updates to this agreement

We may make nonmaterial changes to these terms at any time without notice, but we will provide advance notice of any material changes to them. Unless material, changes to the terms will be applied to Services performed retroactively and will become effective (36) months prior to the changes made. If a new version of these terms has a material negative impact on you, then you may object to the change by notifying us (via support@proadvisor.com) within (30) days after we provide you with written notice of the changes. If you so notify us, then you will remain governed by the terms in effect immediately before the change until the end of your then-current Initial Term or Renewal Term, as applicable. After that, you will be governed by the changed terms. Notwithstanding anything to the contrary in the foregoing, any changes to the terms related to new features or made for legal reasons will become effective immediately upon notice.

26. Severability

If one or more of the provisions contained in this agreement is held invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

27. Assignment

You may not assign this agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. We may freely assign this agreement, or its rights and obligations under it, in whole or in part.

28. Electronic notices

We will communicate with you via email or the Services’ user interface. It is your responsibility to keep your Services account e-mail address up-to-date so that you are able to receive electronic communications from us.

We will communicate with you by email, phone, fax, and any other reasonable method. An express condition of the Engagement is that you remain in contact with us and timely provide any documentation we or any taxing agency may request. If we or any taxing agency attempt to contact you during the Engagement or to request documentation from you but do not receive a response from you within (10) days, we reserve the right to interpret such silence or inaction to mean that you have terminated the Engagement.

29. Entire Agreement; amendments

This agreement, together with your signed engagement terms, constitutes the entire agreement between you and ProAdvisor CPA with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations, and offers. Except as specifically stated otherwise in the agreement, any amendment to the agreement must be in writing, expressly state that it is amending the Agreement, and signed by both parties.

30. Order of precedence; headings

In the event of a conflict between this agreement and any signed engagement, the terms of the signed agreement shall govern. Headings are for information purposes only.

31. Third-party beneficiaries

Our Affiliates and ProAdvisor CPA and its Affiliates’ suppliers and distributors are intended third-party beneficiaries. Except as expressly set forth in the foregoing, there are no third-party beneficiaries to these terms.

32. Definitions

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Confidential Information” means information that one party (or Affiliate) discloses to the other party under the agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is your Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“Customer Data” means data submitted, stored, sent, or received via the Services by you, at your direction, or as part of the Services for you.

“Delegates” means employees, Affiliates, agents, and professional advisors.

“Including” means including, without limitation.

“Legal Process” means an information disclosure request made under the law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

“ProAdvisor CPA”, “we”, and “us” means ProAdvisor CPA, SC

BY SIGNING, SUBMITTING, AND/OR OTHERWISE ACCEPTING ANY FORMAL AGREEMENT WITH US (INCLUDING PROVIDING YOUR PAYMENT INFORMATION) YOU HAVE ACCEPTED THE TERMS OF THIS AGREEMENT AS WELL AS ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO OUR “PRIVACY POLICY”, “TERMS AND CONDITIONS”, “TAXPAYER DUE DILIGENCE AGREEMENT” AND “ACCEPTABLE USE POLICY“.

Contact Us
ProAdvisor CPA welcomes your questions or comments regarding the Terms:

ProAdvisor CPA
7014 E Golf Links Road, #318 Tucson AZ 85730

Email Address:
support@proadvisorcpa.com

Telephone number:
1-520-800-0780
Effective as of 07 August 2022