Terms of Service

BASIC CONDITIONS

1.1 Terms Generally. Welcome to AdvisorIQ LLC d/b/a TaxPlanIQ (“Company,” “our”). These Terms and Conditions govern your use of our services, products, goods, materials and offerings, as well as this site (taxplaniq.com) and any other websites, internet properties, apps or software we provide (collectively, the “Services”). By accessing or using our Services, you unconditionally agree to these Terms and Conditions (“Terms”) and all applicable laws and regulations that may apply to you. If you are acting on behalf of an organization or a third party, using the Services means that you unconditionally warrant that you have all rights and authorization necessary to do so. You may only access and use the Services within the United States.

1.2 Refusal. If you don’t agree to these Terms, either now or at any point in the future, you cannot use or continue to use the Services, and continued use constitutes a material breach of these Terms. Failure to abide by these Terms in any way automatically revokes your right to use the Services.

1.3 No Professional Services. The Services are tools meant to help individuals and professionals, but they are not a substitute for professional advice. As such, by using the Services, you acknowledge and agree that:

We are not your accountant, financial advisor, attorney, or any other professional service acting on your behalf or on behalf of any organization or third party you represent
The Services are in no way any form of accounting, tax, financial, or legal advice
Only your own attorney, accountant, tax specialist, financial advisor, or other professional can provide you with advice
For that reason, nothing in any material we show or share with you constitutes “Covered Opinions” under IRS Circular 230

1.4 EFFECTIVE DATE: The Terms are effective as of and were last updated on October 20, 2026.

1.5 AGE RESTRICTION: The Services are not for use by anyone under the age of 18. If you are under 18 years of age, you must not use or access the Services.

2. ACCOUNTS:

2.1. Creation. To access all of the Services, you must register for an account (“Account”). You can only register and create an account for your own personal use, unless you are a Subscriber creating an Account for a Subscriber Client. You agree, any time you create, log into, or use an Account, that all Account information you have provided is accurate, correct, and truthful, and that you have made any updates to your Account information in order to ensure that it is accurate, correct, and truthful.

2.2 Security. You acknowledge that your Account is unique and personal to you (or to your Subscriber Client), and you are responsible for maintaining the security of, and restricting access to, your account and password. You agree to accept responsibility for all purchases and other activities that occur under your Account. In the event of unauthorized access, you must immediately notify the Company at Legal@TaxPlanIQ.com.

2.3. Deletion. You may submit a request to delete your personal information by contacting Support@TaxPlanIQ.com. Company will process deletion requests in accordance with its Privacy Policy and applicable law.

2.4 Involuntary Termination. Company reserves the right, in its sole discretion, to suspend or terminate your Account or Subscription at any time for violation of these Terms, payment default, misuse of the Services, or other lawful reason.

Suspension or termination of your Account, Subscription, or access to the Services does not waive, extinguish, or reduce any payment obligation arising under the then-current subscription term, including amounts remaining due for the balance of the applicable subscription term and any accelerated amounts permitted under these Terms. Company reserves all rights and remedies available under these Terms and applicable law, including collection of unpaid subscription amounts.

3. SUBSCRIPTION TERMS:

3.1 Subscription Term and Commitment. When you subscribe, you agree to a commitment to a twelve (12)-month contract term, commencing in accordance with Section 3.1.1. Your use of the Software and Support Services provided by us is governed by this Agreement and any terms presented to you during the subscription process.

All subscriptions are binding for the full twelve (12) month term and may not be cancelled or terminated early for any reason. Except for any refund expressly available under the Growth ROI Guarantee set forth in Section 4 or as otherwise expressly provided in these Terms, no refunds, prorations, or early termination rights will be granted for unused time.

Subscriptions automatically renew for successive twelve (12) month terms at the then-current standard rate unless automatic renewal is disabled in accordance with Section 5 of these Terms.

Disabling automatic renewal does not terminate or shorten the then-current subscription term. Subscriber remains fully responsible for all amounts due through the end of the then-current subscription term. The requirements for timely disabling automatic renewal, including any fee applicable to a late non-renewal election, are set forth in Section 5.

3.1.1 Term Commencement (Effective Date).

(a) New Customers — Service Agreement. For new customers who execute a Service Agreement, the Effective Date and the start of the 12-month subscription term is the date you sign the Service Agreement.

(b) Existing Subscribers, Renewals, and Plan Upgrades. For existing Subscribers, a renewal term begins on the applicable renewal date. Unless otherwise expressly agreed to by TaxPlanIQ in writing, an upgrade from one subscription plan to another begins a new twelve (12) month subscription term as of the effective date of the upgrade, and the Subscriber's prior subscription term will be replaced by the new subscription term. The effective date of the upgrade will be the date identified in the applicable Service Agreement, order documentation, purchase flow, or other written confirmation of the upgrade. If no separate effective date is identified, the effective date will be the date the upgraded subscription is activated. If TaxPlanIQ expressly agrees in writing that an upgrade will not begin a new subscription term, the Subscriber's existing subscription term dates will remain in effect.

(c) No Deferral. The subscription term does not pause or defer due to delayed payment processing, delayed onboarding, or non-use.

(d) Order-of-Control. If a duly executed Service Agreement states different term dates, the Service Agreement controls for term-date purposes only; all other matters remain governed by these Terms.

3.2 Subscription Fees. Payment of subscription fees may be made by debit/credit card as indicated on the Site, or by any other method approved by Company. All subscription fees shall be in U.S. Dollars unless otherwise stated. In addition to subscription fees, Company may bill all applicable taxes, levies, or duties, subject to Company or Subscriber's location requirements.

Subscription fees may vary based on the subscription plan selected, applicable promotional offers, and any upgrade, downgrade, or other authorized change to Subscriber's subscription. Promotions, discounts, incentives, or other special pricing may be limited to particular subscription plans and are subject to any terms and eligibility requirements applicable to the offer. Basic Plan subscriptions are not eligible for promotional discounts or other discounted subscription pricing unless expressly offered or approved by TaxPlanIQ in writing.

Certain programs, services, features, consultations, training, or other offerings may be available for purchase separately from Subscriber's subscription plan and may be subject to additional fees and terms presented at the time of purchase. Unless expressly stated otherwise in Subscriber's Service Agreement, order documentation, purchase flow, or other applicable plan materials, such separately offered programs or services are not included in the subscription fee.

Subscriber authorizes Company to charge Subscriber's payment method for the subscription fees and other amounts authorized under these Terms or otherwise agreed to by Subscriber.

3.3 Non-Payment and Remedies. If for any reason Company is unable to charge your payment method with the full amount of the subscription fees, or if Company is charged back for any fee previously charged to your payment method, you agree that Company may pursue all available remedies to pursue payment, including suspension or termination of your account and rights to access the Site. In accordance with the Restore Online Shoppers Confidence Act (“ROSCA”), you hereby authorize Company to charge your payment method used in the registration process, as follows: charges will be for the dollar amount and for the billing periods that are specified in the registration process. If the payment method authorization fails, Company will request updated payment information. However, if you do not provide updated payment information that successfully authorizes within seventy-two hours after notice, Company may terminate your account, subscription, or access to the Site and/ or Services. In addition, upon any failure to make required payments, Company reserves the right, to the fullest extent permitted by law, to accelerate all remaining unpaid amounts due under the applicable 12-month subscription term, making such amounts immediately due and payable. Company may pursue collection of such amounts through any lawful means, including engaging third-party collection agencies or initiating legal proceedings.

3.4 Single Account Policy. To maintain the integrity of our service and to ensure fair usage for all subscribers, TaxPlanIQ enforces a single account policy. Each company is permitted to create and maintain only one account on our platform. Multiple users can be added to that account for a fee, per user. It is prohibited for a single person to register multiple accounts using different email addresses or personal information. This policy is in place to prevent abuse of our system, including but not limited to, circumvention of subscription plans, promotional offers, or any feature limitations imposed on a per-account basis. Violation of this policy may result in immediate suspension or termination of all related accounts and potential forfeiture of any associated services without refund. Users are encouraged to manage their subscription within the confines of a single account. If additional account capabilities are required for legitimate purposes, such as managing accounts on behalf of multiple entities or individuals, please contact our Legal team at Legal@taxplaniq.com to discuss authorized solutions that comply with our terms of service.

3.5 Growth Plan 1:1 Consultation Limit. Growth Plan subscriptions include a maximum of two (2) Growth 1:1 Consultations per calendar month. Unused Growth 1:1 Consultations do not roll over or accumulate and may not be carried forward to a subsequent month or otherwise used to exceed the two (2) consultation monthly limit.

3.6 No-Show and Late Cancellation Fee. Subscriber acknowledges that one-on-one meetings scheduled with TaxPlanIQ personnel reserve dedicated time and resources. Subscriber may cancel or reschedule a scheduled one-on-one meeting without charge by providing TaxPlanIQ with at least forty-eight (48) hours advance notice.

If Subscriber fails to attend a scheduled one-on-one meeting without providing notice, or cancels or requests to reschedule a scheduled one-on-one meeting with less than forty-eight (48) hours advance notice, Subscriber will be assessed a $100 no-show or late-cancellation fee.

Subscriber participating in the Advisor Accelerator Program (“AAP”) will be permitted one (1) no-show or late-cancellation grace occurrence during the applicable ninety (90)-day AAP completion period, for which the $100 fee will be waived. After the grace occurrence has been used, each subsequent no-show, late cancellation, or late rescheduling request will be subject to the $100 fee. The grace occurrence applies only during the applicable ninety (90)-day AAP completion period and does not apply to one-on-one meetings scheduled after that period.

For purposes of this Section, declining a calendar invitation does not constitute notice of cancellation or rescheduling. Notice of cancellation or rescheduling must be provided by email to the TaxPlanIQ representative scheduled to conduct the meeting.

Subscriber authorizes TaxPlanIQ to charge any no-show or late-cancellation fee incurred under this Section to the payment method on file for Subscriber’s account.

TaxPlanIQ may, in its discretion, waive a no-show or late-cancellation fee in the event of an emergency, extraordinary circumstance, or other circumstance TaxPlanIQ determines warrants an exception. To request a waiver, Subscriber must submit the request by email to Support@TaxPlanIQ.com and provide sufficient information regarding the circumstances supporting the request. Any waiver or exception granted on one occasion does not require TaxPlanIQ to grant a waiver or exception on any other occasion.

3.7 Subscription Plans and Features. TaxPlanIQ may offer multiple subscription plans or tiers. The features, functionality, usage allowances, services, support, programs, and other benefits available to Subscriber are determined by the subscription plan purchased by Subscriber and may vary among subscription tiers. Certain features, programs, services, or functionality may be available only under specified subscription tiers or may require payment of an additional fee. The features and services included with Subscriber's applicable subscription will be identified in Subscriber's Service Agreement, order documentation, purchase flow, or other applicable plan materials.

3.8 Basic Plan Tax Plan Limit. Basic Plan subscriptions include the ability to create a maximum of twelve (12) tax plans during each twelve (12) month subscription term.

For purposes of this limit, a tax plan is counted against Subscriber's twelve (12) plan allowance when Subscriber selects “Create Plan” and the tax plan is created within the Services. Each tax plan created for a particular client and tax year counts as one (1) tax plan.

Revisions, edits, or updates to an existing tax plan for the same client and tax year do not count as an additional tax plan. A tax plan created for the same client for a different tax year constitutes a separate tax plan and counts separately against the twelve (12) plan allowance.

Duplicate tax plans, tax plans created in error, or tax plans that are subsequently unused or abandoned will count against the twelve (12) plan allowance once created. Unused tax plan capacity does not roll over or carry forward to any subsequent subscription or renewal term.

4. TAXPLANIQ ROI GUARANTEE

4.1 ROI Guarantee Generally. The TaxPlanIQ ROI Guarantee (“Guarantee”) is available only to eligible Subscribers during their initial twelve (12) month Growth subscription term (“Guarantee Period”). The Guarantee does not apply to any renewal term, extension, subsequent subscription term, or other period following the initial twelve (12) month Growth subscription term.

Eligibility for the Guarantee is conditioned upon Subscriber timely satisfying all requirements set forth in this Section 4 during the Guarantee Period and maintaining documentation sufficient to demonstrate compliance.

4.2 Implementation Journey/AAP Completion. Subscriber must complete all pre-defined Implementation Journey (“AAP”) sessions selected for the Growth User by the TaxPlanIQ Customer Success Team within the first ninety (90) days of the initial Growth subscription term.

Subscriber may cancel or reschedule a scheduled AAP session without affecting Guarantee eligibility if TaxPlanIQ receives at least forty-eight (48) hours advance notice and the rescheduled session is completed within the applicable ninety (90)-day period. Declining a calendar invitation does not constitute advance notice. Notice of cancellation or rescheduling must be provided by email to the TaxPlanIQ representative scheduled to conduct the applicable session.

Subscriber will be permitted one (1) no-show or cancellation or rescheduling with less than forty-eight (48) hours notice during the Implementation Journey without losing eligibility for the Guarantee. Any additional no-show or cancellation or rescheduling with less than forty-eight (48) hours notice will disqualify Subscriber from the Guarantee.

A cancellation, rescheduling, or grace occurrence does not extend the ninety (90) day completion deadline.

4.3 Growth 1:1 Consultations. Subscriber must complete a minimum of ten (10) Growth 1:1 Consultations during the Guarantee Period.

Each Growth 1:1 Consultation must relate to a specific, identified client for whom a tax plan has been created and proposed engagement pricing has been confirmed.

Growth subscriptions are limited to a maximum of two (2) Growth 1:1 Consultations per calendar month. Accordingly, the ten (10) consultations required under this Section must be completed over a period of at least five (5) calendar months and may not be accelerated or condensed beyond the applicable monthly limit.

Tax Labs, AMAs, group meetings, and other group sessions do not constitute Growth 1:1 Consultations for purposes of satisfying this requirement.

Each of the ten (10) tax plans selected for review through a Growth 1:1 Consultation must represent a bona fide client engagement with a reasonable opportunity to generate meaningful tax-planning revenue. To qualify, the tax plan must support a minimum client engagement fee of $1,500 based upon the scope of the planning opportunity identified. Tax plans involving limited or nominal planning opportunities that would not reasonably support the minimum engagement fee will not count toward the ten (10) required tax plans.

4.4 Tax Plan Creation, Review, and Client Presentation. Subscriber must create a minimum of ten (10) tax plans during the Guarantee Period. Each of the ten (10) tax plans must:

(a) relate to a specific, identified client;

(b) be reviewed through the Growth 1:1 Consultation process described in Section 4.3;

(d) be supported by documentation sufficient to demonstrate that the client presentation occurred.

The client presentations required under this Section must correspond to the identified clients and tax plans reviewed through the Growth 1:1 Consultation process.

4.5 Documentation of Tax Plan Outcomes. For each of the ten (10) tax plans required under Section 4.4, Subscriber must accurately designate the applicable opportunity as Closed Won or Closed Lost in the TaxPlanIQ platform.

A Closed Won tax plan must be supported by documentation sufficient to verify the client's acceptance of the engagement and the amount the client agreed to pay for the engagement. Acceptable documentation may include an invoice, executed engagement agreement, proof of payment, or other documentation acceptable to TaxPlanIQ.

A Closed Lost tax plan must be supported by a dated email, letter, or other written correspondence sufficient to verify the client's decision not to proceed with the applicable tax plan and engagement.

A tax plan does not need to result in a client rejection to satisfy the requirements of this Section. Both Closed Won and Closed Lost tax plans may count toward completion of the ten (10) plan requirement, provided the applicable outcome is properly documented.

In addition to the ten (10) tax plans reviewed through the Growth 1:1 Consultation process, Subscriber must accurately maintain Closed Won or Closed Lost status for all tax plans created and presented during the Guarantee Period.

All Closed Won tax-planning engagements during the Guarantee Period will be included in the ROI calculation under Section 4.6, regardless of whether the applicable tax plan was among the ten (10) tax plans reviewed through the Growth 1:1 Consultation process.

4.6 ROI Calculation and Guarantee Refund. For purposes of the Guarantee, Subscriber's ROI threshold is equal to the total TaxPlanIQ subscription fees paid and attributable to Subscriber's initial twelve (12) month Growth subscription term.

In determining whether Subscriber has achieved the required ROI, TaxPlanIQ will include the amount charged for all tax-planning engagements designated Closed Won during the Guarantee Period, including engagements arising from tax plans that were not among the ten (10) tax plans reviewed through the Growth 1:1 Consultation process.

Subscriber must provide documentation sufficient to substantiate the amount attributable to each Closed Won engagement, including an invoice, executed engagement agreement, proof of payment, or other documentation acceptable to TaxPlanIQ.

If Subscriber satisfies all other requirements of the Guarantee, but the total amount attributable to Subscriber's Closed Won tax-planning engagements during the Guarantee Period is less than Subscriber's ROI threshold, Subscriber will be eligible for a refund equal to the difference between:

(a) Subscriber's ROI threshold; and

(b) the total amount attributable to Subscriber's Closed Won tax-planning engagements during the Guarantee Period.

If the total amount attributable to Subscriber's Closed Won tax-planning engagements equals or exceeds Subscriber's ROI threshold, Subscriber has achieved the required ROI and no refund is due under the Guarantee.

Fees or expenses other than the applicable TaxPlanIQ subscription fees are not included in determining the ROI threshold or calculating any refund.

4.7 Required Post-Implementation Customer Success Meetings. Subscriber must attend, at minimum, the following three (3) post-implementation meetings with Subscriber's assigned Customer Success Manager during the Guarantee Period:

(a) CSM Optimization Meeting;

(b) 60-Day Post-Implementation Check-In; and

4.8 Account in Good Standing. Subscriber's account must remain in good standing throughout the Guarantee Period. All subscription fees and other amounts due to TaxPlanIQ must be paid in full when due.

Any late, missed, failed, or declined payment, or any suspension or delinquency of Subscriber's account, will disqualify Subscriber from eligibility for the Guarantee, even if the outstanding amount is later paid or the account is subsequently brought current.

4.9 Guarantee Claim Deadline. All substantive eligibility requirements of the Guarantee must be completed during the Guarantee Period.

Any claim under the Guarantee must be submitted to TaxPlanIQ, together with all required supporting documentation, no later than fourteen (14) calendar days following expiration of Subscriber's initial twelve (12) month Growth subscription term.

The fourteen (14) day claim period exists solely to permit submission of the Guarantee claim and supporting documentation. It does not extend the period in which Subscriber may complete any eligibility requirement, create or present additional qualifying tax plans, complete Growth 1:1 Consultations, attend required meetings, or otherwise cure a failure to satisfy the Guarantee during the initial subscription term.

Failure to submit a complete claim within the fourteen (14) day claim period will result in expiration of Subscriber's eligibility under the Guarantee.

4.10 Subscriber Documentation and Responsibility. Subscriber is responsible for tracking its progress toward satisfaction of the Guarantee requirements throughout the Guarantee Period and for maintaining records sufficient to demonstrate compliance.

Subscriber is responsible for:

(a) accurately maintaining the status of applicable tax plans as Closed Won or Closed Lost in the TaxPlanIQ platform;

(b) maintaining documentation sufficient to substantiate required client presentations;

(c) maintaining documentation sufficient to substantiate client acceptance or rejection and the amounts attributable to Closed Won engagements; and

(d) timely submitting all documentation necessary to substantiate a Guarantee claim.

TaxPlanIQ may require reasonable supporting documentation necessary to verify Subscriber's satisfaction of the Guarantee requirements and calculate any refund due.

Failure to timely complete or adequately document any required condition will result in Subscriber being ineligible for the Guarantee.

4.11 Use of Subscriber Results. By participating in the Guarantee, Subscriber agrees that TaxPlanIQ may use and reference Subscriber's results, outcomes, and success achieved through the TaxPlanIQ platform and related Services for marketing, educational, and promotional purposes.

Unless Subscriber separately provides permission to use its name or other identifying information, TaxPlanIQ will present such information on an anonymous basis and will not identify Subscriber or Subscriber's clients.

Such use may include relevant performance information, including tax-planning revenue generated, return on investment, number of plans sold, or similar results documented in connection with the Guarantee.

4.12 Special Offers. From time to time, Company may offer promotions, discounts, or incentives (“Special Offers”) related to the Growth Plan. Special Offers may include separate terms and conditions, which will be disclosed at the time of the offer.

Unless expressly stated otherwise in the terms of a specific Special Offer, participation in a Special Offer does not modify or eliminate eligibility for the Growth ROI Guarantee set forth in this Section 4.

Company reserves the right to define the terms, scope, and limitations of any Special Offer in its sole discretion.

5. CANCELLATION AND ENDING SUBSCRIPTION

5.1 Subscription Cancellation and Non-Renewal. Subscriptions cannot be cancelled or terminated prior to the completion of the full 12-month term. No refunds or prorations will be issued for any unused portion of the subscription term.

Subscriptions automatically renew for successive 12-month terms unless automatic renewal is timely disabled in accordance with this Section.

To prevent automatic renewal without incurring a late non-renewal fee, Subscriber must disable automatic renewal at least thirty (30) calendar days before the expiration of the then-current subscription term. Subscriber may disable automatic renewal through the Subscriber’s account settings by selecting the “Do Not Renew” option. For Subscribers who are unable to access their account, a request to disable automatic renewal may be submitted to Support@TaxPlanIQ.com.

If Subscriber disables automatic renewal, or submits a request to disable automatic renewal, fewer than thirty (30) calendar days before expiration of the then-current subscription term, TaxPlanIQ will honor the Subscriber’s election not to renew and the subscription will terminate at the end of the then-current term. However, Subscriber will be assessed a late non-renewal administrative fee of $500.00.

Subscriber authorizes TaxPlanIQ to charge any late non-renewal administrative fee incurred under this Section to the payment method on file.

Disabling automatic renewal, whether before or during the thirty (30)-day period preceding expiration of the then-current term, does not terminate or shorten the then-current subscription term or relieve Subscriber of responsibility for any amounts due through the end of that term. Once a renewal term has commenced, the late non-renewal option described above is no longer available, and Subscriber is bound to the renewed twelve (12) month subscription term, except as expressly provided below.

Notwithstanding the foregoing, if Subscriber notifies TaxPlanIQ within thirty (30) calendar days after commencement of a renewal term that Subscriber did not intend to renew, TaxPlanIQ may, in its sole discretion, permit cancellation of the renewed subscription term. If TaxPlanIQ approves the cancellation, Subscriber will be assessed a $500.00 post-renewal cancellation administrative fee. Any subscription fees paid for the renewed term will be refunded, less the $500.00 administrative fee and any other amounts then due to TaxPlanIQ. If sufficient subscription fees have not been collected to satisfy the administrative fee, Subscriber authorizes TaxPlanIQ to charge the remaining amount to the payment method on file.

This post-renewal cancellation exception is discretionary, is not guaranteed, and does not create a right to cancel or terminate a renewed subscription term. Requests received more than thirty (30) calendar days after commencement of the renewal term are not eligible for consideration under this exception.

6. INTELLECTUAL PROPERTY

6.1 Company IP Generally. As between you and Company, all right, title, and interest in and to the Site and its contents, including all content, graphics, images, materials, text, and videos, along with the selection, coordination, arrangement, organization of the Site, and software that is available for subscription (individually and collectively, “Content”) is owned and/or controlled entirely by Company and protected under domestic and international copyright and other similar intellectual property laws. The Company name, the terms “TaxPlanIQ”, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. The Company is authorized, at all times, to modify any content on its sites or Services.

6.1.1 Limitations. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material in our Services, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

6.1.2 Restrictions. You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
Access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

6.2 Limited License. Subject to your full compliance with the Terms, Company grants you a limited, non-exclusive, license and permission to access and use the Site for its intended purposes, mainly for use of the Services, further subject to any requirements placed on a Subscriber Client by a Subscriber. You shall not copy, capture, reproduce, remove, transfer, modify, manipulate, create derivative works from or based upon, republish, transmit, distribute, or exploit any Content unless otherwise expressly permitted by these Terms, under Company’s direction or instruction, or as permitted by law. Without limiting the foregoing, you are not authorized to (i) resell, sublicense, transfer, assign, or distribute the Site, its Services or content; (ii) modify or make derivative works based upon the Site, its Services or Content; (iii) “frame” or “mirror” any Site, its Services or content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Services or their enabling software for any purpose. Company reserves all rights in the Content. Upon termination of these Terms, all licenses and other rights granted by Company to you in these Terms will immediately cease (for the avoidance of doubt, all of your on-going obligations under these Terms shall survive). You agree that Company may terminate your access to the Site without prior notice.

6.3 Customer Data and Other User Content. For purposes of these Terms, “Customer Data” means information, records, documents, files, tax information, financial information, personal information, prompts, inputs, and other data submitted, uploaded, entered, transmitted, or otherwise made available to Company by or on behalf of Subscriber through the Services, including information relating to Subscriber Clients.

As between Company and Subscriber, Subscriber retains all right, title, and interest it may have in Customer Data. Nothing in these Terms transfers ownership of Customer Data to Company.

Subscriber represents and warrants that it has all rights, permissions, consents, and authority necessary to provide Customer Data to Company and to authorize Company's collection, processing, use, storage, and disclosure of Customer Data as contemplated by these Terms and Company's Privacy Policy.

“User Content” means content voluntarily submitted or made available by Subscriber that is not Customer Data, including feedback, suggestions, reviews, testimonials, comments, photographs, videos, success stories, or other materials submitted for publication, promotional use, or similar purposes.

6.4 License and Use of Customer Data. Subscriber grants Company a non-exclusive, worldwide license to access, host, copy, transmit, process, analyze, use, and otherwise handle Customer Data as reasonably necessary to provide, operate, support, secure, maintain, develop, and improve the Services and Company's related technologies and functionality, including artificial intelligence, machine-learning, automation, and similar technologies; comply with Subscriber's instructions; prevent fraud, misuse, or security incidents; comply with applicable law; and otherwise fulfill Company's obligations under these Terms and the Privacy Policy.

Company may process Customer Data through artificial intelligence, machine-learning, automation, and similar technologies as reasonably necessary to provide functionality available through the Services, including generating tax-planning recommendations, prospecting recommendations, responses, summaries, analyses, and other outputs.

Company will treat Customer Data in accordance with these Terms and the Privacy Policy and will not use identifiable Customer Data for advertising or promotional purposes except with Subscriber's authorization or as otherwise expressly permitted by these Terms or the Privacy Policy.

Company may create aggregated or de-identified information derived from Customer Data or use of the Services, provided that such information does not reasonably identify Subscriber or any Subscriber Client. Company may use such aggregated or de-identified information for legitimate business purposes, including analytics, research, benchmarking, security, product development, and development, evaluation, testing, and improvement of the Services and Company's related technologies and functionality.

Except as otherwise required by applicable law, Company has no obligation to retain Customer Data following termination or expiration of the Subscription beyond the applicable retention periods described in the Privacy Policy. Subscriber remains responsible for maintaining copies of Customer Data and records necessary to satisfy Subscriber's own legal, professional, tax, accounting, or record-retention obligations.

6.5 License to User Content. By submitting User Content to Company, Subscriber grants Company a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, display, distribute, publish, and create derivative works from such User Content for the purposes for which the User Content was submitted or otherwise authorized by Subscriber, including marketing, promotional, educational, and service-improvement purposes, as applicable.

Subscriber represents and warrants that it owns or otherwise possesses all rights necessary to submit the User Content and grant the rights provided in this Section.

For clarity, the license granted under this Section 6.5 does not apply to Customer Data or Subscriber Client information solely because such information is submitted, uploaded, entered, or processed through the Services.

7. OFFERINGS.

7.1 Company Offerings. The Services are offered on an “as is” and “as available” basis. Company may establish reasonable usage, quantity, technical, or other limitations applicable to the Services or particular subscription plans, including the limitations expressly set forth in these Terms or applicable plan materials.

Company may modify, update, replace, discontinue, or remove features or functionality of the Services from time to time. Company will not materially reduce the core functionality of Subscriber's purchased subscription plan during the then-current subscription term without reasonable notice, except where necessary for security, legal or regulatory compliance, prevention of misuse, third-party service changes, or circumstances outside Company's reasonable control.

7.2 Third Party Offerings. Third-party goods or services present on our sites or in the Services are not subject to these Terms, and may contain their own terms which you must read and agree to independently of this Agreement. We are not a party to those agreements. Company is not responsible for any third-party content linked or embedded to or from the Site and expressly disclaims, without limitation, any responsibility for any Subscriber or other third-party content, the accuracy of any information found on any Subscriber or other third-party website, social channel, or platform, or the quality of products of services provided by or advertised on such Subscriber or other third-party website, social channel, or platform. Your use of any Subscriber or other third-party content is at your own risk, and subject to the terms and conditions of such Subscriber or other third-party’s website, social channel, platform, service, applications, product, or service

7.3 No Liability for Acts of Third Parties. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE SITE, INCLUDING ANY DISPUTE BETWEEN A SUBSCRIBER AND A SUBSCRIBER CLIENT, YOU HEREBY AGREE TO RELEASE, ABSOLUTELY AND FOREVER, AND DISCHARGE COMPANY, COMPANY’S AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS, ASSIGNS, LICENSEES, DESIGNEES, AND PARTNERS, AND EACH OF THEIR OFFICERS, DIRECTORS, MEMBERS, STOCKHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND PERSONNEL, FROM ANY AND ALL RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, THAT NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

8. WARRANTIES

8.1 Your warranties. By using the Services, you acknowledge, agree, and warrant that:

8.1.1 You have the right and authorization to use the Services

8.1.2 Your use of the Site, including uploading or submitting Customer Data or User Content, will not violate any law, regulation, or right of any third party, including any copyright, trademark, patent, trade secret, publicity, or privacy right. You expressly warrant and represent that you have all necessary licenses, rights, consents, permissions, and authority to submit Customer Data and User Content through the Services, including any authorization necessary to input, import, or otherwise provide Subscriber Client information to Company.

8.1.3 You are not authorized to use the Site or Company’s servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, violent, nude, partially nude, discriminatory, or pornographic material, or any other material which Company deems to be objectionable (in Company’s sole discretion).

8.1.4 You are responsible for all content and information shared with other users on the Site and Company is not a party to any agreement between users of Site, including any Subscriber and Subscriber Client agreements. All transactions occurring between users is done so at your own risk;

8.1.5 You agree that the Company is not responsible for your accounting, tax, or other state and federal law compliance. You acknowledge that you are solely responsible for storage of and access to the Services, documents, and data used in conjunction with the Services, and that such use by you complies with federal and state laws.

8.1.6 Strategy and Vendor Information. Company may provide information, educational materials, risk classifications, research, due diligence information, or other resources concerning tax strategies and third-party vendors. Any review, evaluation, risk classification, inclusion in the Strategy Library, or other information provided by Company is intended to assist Subscriber in conducting Subscriber's own professional evaluation and does not constitute an endorsement, certification, guarantee, or determination by Company that any strategy, vendor, tax position, transaction, or course of action is appropriate for any particular taxpayer.

Subscriber remains solely responsible for independently evaluating the applicable legal and tax authority, the facts and circumstances of each Subscriber Client, applicable eligibility requirements, limitations, reporting and disclosure obligations, implementation requirements, and all other matters relevant to determining whether and how a strategy should be recommended or implemented. Subscriber is responsible for exercising independent professional judgment and for compliance with all professional standards and applicable laws and regulations.

8.1.7 You will not interfere with any third party’s use and enjoyment of the Site, including sending unsolicited emails or “spam” messages or contact any other visitor or user of the Site for any illicit purpose or who has requested not to be contacted. You understand it is strictly prohibited to post or transmit, directly or indirectly, any unlawful, threatening, defamatory, obscene, or infringing material or impersonate any persons while using the Site.

8.1.8 You will not cause damage to the Site or impair the availability or accessibility of the Site in any way which is fraudulent, unlawful, illegal, or harmful, including modifying, adapting, bypassing, or hacking the Site to change, de- crypt, interrupt, destroy, or limit the functionality of Company’s, or its users’, software, hardware or telecommunications equipment, uploading, posting, hosting, transmitting any code or materials of a destructive nature, or attempt to gain unauthorized access to Company’s servers or computer system or engage in any activity that interferes with the performance of, or impairs the functionality of, the Site or any goods or services provided by Company.

8.1.9 You will not access the Site through unpermitted automated means, including use of scripts or web crawlers not present on this site, including agreeing to not to use the Site in excess of your authorized login protocols. You agree not to access (or attempt to access) the Site by any means other than through the interface Company provides, unless you have been specifically allowed to do so in a separate agreement.

8.1.10 You are responsible for all costs associated with accessing or using the Site and you are responsible for any system software and/or hardware compatibility requirements for use of the Site;

8.1.11 Company may refuse to offer the Site and change any eligibility criteria at any time without notice in Company’s sole discretion.

8.1.12 You will not upload payment information to an Account and/or use any debit card, credit card, or other form of payment on the Site, unless you have all necessary authorizations to do so.

8.2. Our Warranties. The Company warrants that it will abide by these Terms and provide the Services in accord with this and any other Agreement it enters into with you.

8.3. No Other Warranties from Company. The Services are made available “as is” and “with all faults.” Use of the Services is entirely at your own risk. The Company, to the fullest extent permissible by applicable law, disclaims all warranties, expressed or implied, written or oral, arising from a course of dealing, performance, usage of trade, or otherwise in connection with the Services and your use thereof, including, warranties of merchantability, fitness for a particular purpose, and non-infringement. Company explicitly does not warrant that the Services will meet your requirements. Company makes no guarantee that your use of the Services will be uninterrupted, interference free, or error free. Company will not be liable in the event others acting with or without your permission use your account and/or payment method to make purchases on the Site. You understand that the Site may contain inaccuracies, omissions, and delayed information and that Company is not liable to you for any such defect. Company reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information within the Site is inaccurate at any time without prior notice (including after you have submitted an order). Company undertakes no obligation to update, amend or clarify information on the Site, including pricing information, except as required by law.

NOTWITHSTANDING THE FOREGOING, IF ANY IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES WITHIN THE UNITES STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8.4 CONFIDENTIALITY: You agree that all non-public information that Company provides to you regarding the Services, including Company’s pricing, marketing methodology, and business processes, is Company’s proprietary confidential information. You agree to use this confidential information only for purposes of exercising your rights as a potential licensee, partner, or affiliate of Company, and to not disclose this information to any third-party.

9. LIMITATION OF LIABILITY

9.1 Limitations. To the fullest extent permitted by applicable law, Company shall not be liable to you or any third-party for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, including lost revenues or lost profits, loss of data, loss of business or anticipated savings, loss of use, loss of goodwill, or other damages which are in any way related to your use of the Site, regardless of legal theory (including, but not limited to contract, tort, personal injury, property damage, negligence, warranty, or strict liability), whether or not Company has been advised of the possibility, foreseeability, or probability of such damages, and even if the remedies otherwise available fail for their essential purposes.

9.2 Remedies. UNLESS OTHERWISE PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. STOPPING USE OF THE SERVICES DOES NOT TERMINATE YOUR FINANCIAL OBLIGATIONS UNDER AN ACTIVE 12-MONTH SUBSCRIPTION TERM. DISABLING AUTOMATIC RENEWAL OR CEASING USE OF THE SERVICE DOES NOT CONSTITUTE TERMINATION OF THE SUBSCRIPTION OR RELIEVE YOU OF YOUR OBLIGATION TO COMPLETE THE FULL SUBSCRIPTION TERM. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN COMPANY AND YOU IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, COMPANY’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND/OR YOUR USE OF THE SITE AND SERVICES WILL NOT EXCEED THE GREATER OF: (I) ONE THOUSAND DOLLARS ($1,000.00); OR (II) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION:

10.1 Indemnity. You agree to indemnify, defend, and hold harmless Company, Company’s affiliates, subsidiaries, parents, successors, assigns, licensees, designees, and partners, and each of their officers, directors, members, stockholders, shareholders, employees, representatives, agents, and personnel, from and against all claims, actions, suits, liabilities, damages, costs, and expenses (including reasonable attorney’s fees and legal costs) arising out of or incurred in connection with: (i) your breach or alleged breach of these Terms; (ii) Customer Data or User Content; (iii) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including without limitation, all regulatory, administrative and legislative authorities; (v) your use of the Site and Services; (vi) any claims made by a Subscriber against a Subscriber Client; (vii) any claims made by a Subscriber Client against a Subscriber; (viii) your negligence or willful misconduct in regards to these Terms; all of the foregoing to the fullest extent permitted by applicable law.

10.2. Subscribers. In addition to the above, Subscribers agree to indemnify, defend, and hold harmless Company, Company’s affiliates, subsidiaries, parents, successors, assigns, licensees, designees, and partners, and each of their officers, directors, members, stockholders, shareholders, employees, representatives, agents, and personnel, from and against all claims, actions, suits, liabilities, damages, costs, and expenses (including reasonable attorney’s fees and legal costs) arising out of or incurred in connection with a Subscriber Client’s access to and use of the Site and Services. Notwithstanding anything to the contrary contained herein, this indemnification obligation shall survive these Terms and your use of the Site. Company reserves the right to take over the exclusive defense of claims for any of the foregoing, and in such an event, you shall provide prompt and reasonable cooperation to Company or its designees. You will not in any event settle any claim any of the foregoing is entitled to indemnification for, without the prior written consent of Company.

11. GENERAL TERMS

11.1. Force Majeure. Without limiting any other provision herein, Company shall not be liable for damages of any kind, under any legal theory, arising out of or in connection with any claim for losses or injuries resulting from events beyond Company’s control, including for any delay or failure of delivery of access to the Site, including, acts of god, acts of civil or military authority, pandemics, the application of security or health-related regulations imposed by any governmental authority, fires, earthquakes, tornados, hurricanes, riots, wars, embargoes, Internet disruptions, hacker attacks, communications failures, work stoppages or other labor disputes.

11.2 Interpretation; Binding Agreement.

11.2.1 Headings. Headings are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of the Terms.

11.2.2 Successors and Assigns. These Terms are binding upon and inure to the benefit of Company and Subscriber and their respective permitted successors and assigns. Subscriber may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under these Terms without Company's prior written consent. Company may assign or transfer these Terms, in whole or in part, without Subscriber's consent. Any attempted assignment or transfer by Subscriber in violation of this Section is void.

11.2.3 No Third-Party Beneficiaries. These Terms are solely for the benefit of Company and Subscriber and their respective permitted successors and assigns. Except as expressly provided in these Terms, nothing in these Terms, whether express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, claim, or cause of action under or by reason of these Terms.

For the avoidance of doubt, Subscriber's clients, customers, taxpayers, or other third parties whose information, records, documents, or other data are submitted, uploaded, entered, transmitted, or otherwise made available through the Services are not parties to these Terms and are not third-party beneficiaries of these Terms solely by reason of their information being processed, stored, or otherwise used in connection with the Services.

11.2.4 Modification. Company may modify or update these Terms from time to time. Company will provide reasonable notice of any material changes to these Terms through one or more reasonable means selected by Company, which may include posting the updated Terms on the Site, providing notice through the Services, sending notice to the email address associated with Subscriber's Account, or another reasonable method.

Unless otherwise stated in the notice, modifications will become effective upon the effective date identified in the updated Terms. Changes that materially affect Subscriber's subscription fees, subscription term, renewal obligations, or other material contractual rights or obligations will not apply retroactively to the then-current subscription term unless required by applicable law or agreed to by Subscriber. Such changes may apply to a subsequent renewal term upon appropriate notice.

Subscriber's continued use of the Services after the effective date of applicable modifications constitutes acceptance of the modified Terms to the extent permitted by applicable law. If Company requires affirmative acceptance of modified Terms, the modifications will become binding upon Subscriber's acceptance.

11.2.5 Severability: If any part of the Terms is deemed by a court of law or authority of competent jurisdiction to be void, voidable, illegal, or unenforceable, the remainder of the Terms will remain in full effect as if such void, voidable, illegal, or unenforceable part had not existed.

11.2.6 Waiver: The waiver by Company or you of a breach of any of the provisions of the Terms by the other party hereto shall not be construed as a waiver by the non-breaching party of any subsequent breach by the breaching party.

11.3 Entire Agreement. These Terms, together with any Service Agreement, order documentation, or other written agreement expressly identified as governing Subscriber's purchase or use of the Services, constitute the entire agreement between Company and Subscriber concerning the Services and supersede all prior or contemporaneous agreements, representations, or understandings, whether oral or written, concerning the same subject matter.

Company's collection, use, processing, disclosure, retention, and protection of personal information in connection with the Services is described in Company's Privacy Policy.

Company may enter into separate written agreements with Subscriber concerning specific business arrangements. In the event of a conflict between these Terms and a separate written agreement executed by Company and Subscriber, the separate written agreement will control only to the extent of the conflict and only with respect to the subject matter addressed by that agreement, unless the agreement expressly provides otherwise.

11.4 Survival. All provisions of these Terms, which by their nature should survive termination or expiration of these Terms, shall survive termination or expiration.

11.5 No Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms.

11.6 Jurisdiction and Choice of Law. The laws of the State of Texas applicable to contracts entered into and performed within Texas (and notwithstanding any conflict of law principles) shall exclusively govern these Terms and any disputes between you and Company, including all disputes arising out of these Terms, unless otherwise prohibited by law.

12. ARBITRATION:

12.1 General Agreement. You and Company agree that any and all disputes or claims arising out of or relating to these Terms, your use of the Site or Services, or any other aspect of the relationship or transactions between you and Company shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures, or such other AAA rules as AAA determines are applicable to the dispute (collectively, the “AAA Rules”), then in effect, subject to the terms of this Section 12.

For the avoidance of doubt, by agreeing to these Terms, you and Company each waive the right to a trial by jury and the right to participate in a class action, class arbitration, representative action, or other representative proceeding, except as expressly provided in this Section 12 or as otherwise required by applicable law.

Notwithstanding the foregoing, either party may pursue an individual claim in small claims court if the claim qualifies for small claims court under applicable law and the applicable AAA Rules, provided that the claim remains in such court and is pursued solely on an individual, non-representative, and non-class basis.

12.2 Condition Precedent. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Arbitration Notice”). The Notice to Company should be sent to Company at the following address:

AdvisorIQ LLC d/b/a TaxPlanIQ
Attn: Data Protection Officer
300 State St #92995
Southlake, TX 76092

and via email to Legal@TaxPlanIQ.com (“Notice Address”).

The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If You and Company do not resolve the claim within ninety (90) calendar days after a valid Arbitration Notice is received by Company, you or Company may commence an arbitration proceeding.

12.3 Arbitration Process. Any arbitration of a dispute will be handled by a sole AAA arbitrator with significant experience in the subject-matter to which the claim or dispute is based upon. You and Company agree that the arbitrator shall have the power to rule on any objections with respect to the existence, scope, or validity of the arbitration provisions contained herein or to the arbitrability of any claim or counterclaim. The arbitrator must follow these Terms and has the power to award the same damages and relief as a court could award (including reasonable attorney fees and costs, as and when specified in these Terms), except that the arbitrator may not award you any declaratory or injunctive relief. Notwithstanding the foregoing, if there is any inconsistency between any term of the AAA Rules and any term of this arbitration provision, the applicable terms of this arbitration provision will control unless the arbitrator determines that the application of the inconsistent term(s) would not result in a fundamentally fair arbitration. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Any arbitration judgement award or other relief may be entered in any court that has jurisdiction, and may only be challenged by you or Company if the arbitrator makes a clear error of law. The arbitration shall be in English. The parties shall mutually bear the cost of any filing, administrative, or arbitrator fees, unless otherwise agreed to by Company. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties, including the amount of any settlement offer made by either party or any judgment to which a party is entitled.

12.4 Changes to Arbitration Policy. If Company makes any material changes to the arbitration sections of the Terms after the date you last accepted these Terms, those changes will not apply to any claims filed in a proceeding against Company prior to the date the changes became effective. Company will strive to notify you of substantive changes to this section at least thirty (30) days prior to the date the change will become effective. If you do not agree to the modified terms in this section, you may send Company a notification via Legal@TaxPlanIQ.com or close your Account within those 30 days. By rejecting a modified term or permanently closing your Account, you agree to arbitrate any disputes between you and Company in accordance with the provisions of this section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed Account or create a new Account, you agree to be bound by the current version of this arbitration provision and Terms.

12.5 Venue: Unless Company and you agree otherwise, any arbitration hearings will take place in Dallas County, TX. Notwithstanding the foregoing, if your claim is for $10,000 or less and not pursued by you in “small claims” court pursuant to certain provisions in the AAA rules, Company agrees that you may choose whether the arbitration will be conducted solely electronically on the basis of documents submitted to the arbitrator or through a telephonic hearing (subject to AAA’s approval). If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.

12.6 Non-Arbitrable Disputes: In the event that any dispute related to these Terms is not subject to the arbitration provisions herein, you and Company agree that any such dispute shall be exclusively resolved in the courts located in Dallas County, TX. Notwithstanding anything to the contrary contained herein, Company may pursue directly in court and not via the arbitration process set forth above, in Company’s sole discretion, emergency equitable relief, including injunctive relief, for your actual or alleged breaches of these Terms in regards to: (i) your confidentiality obligations; and (ii) unauthorized use of Company’s intellectual property.

12.7 Remedies. All of Company’s rights and remedies are cumulative and shall in no way affect any remedy available to Company under equity or law. You agree that any violation of the breach of the Terms by you may result in irreparable harm to Company, that monetary damages may be inadequate, and you hereby agree Company shall be entitled to seek injunctive relief, without the need to post any bond or proving any damages. Notwithstanding anything to the contrary contained herein, you may not seek any equitable or injunctive relief under these Terms, and you may only seek damages against Company in the form of your actual monetary damages.

12.8 Claim Pendency. Any alleged claim or cause of action you may have with respect to your use of the Site or these Terms must be commenced within one (1) year after the alleged claim or cause of action arises, unless otherwise prohibited by law.

12.9 CLASS ACTION AND REPRESENTATIVE ACTION PROHIBITION. TO REITERATE THE PROVISIONS OF SECTION 12.1, YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

12.10 UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, AN ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF, SUBJECT TO THE TERMS HEREIN) PURSUANT TO THE TERMS HEREIN, BUT ONLY IN FAVOR OF THE PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

13. NOTICE. All legal notices to Company or you pursuant to these Terms will be in writing and will be delivered by personal delivery or certified mail and will be deemed given upon delivery or sent via email (including to the email address associated with your Account) and will be deemed given upon confirmation of receipt. Notwithstanding the foregoing, all legal notices pursuant to these Terms are required to be sent by you to Company to the following email address: Legal@TaxPlanIQ.com.