Terms and Conditions

Terms and Conditions

1. BASIC CONDITIONS

1.1       Terms Generally. Welcome to Advisor IQ 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

2. EFFECTIVE DATE: The Terms are effective as of and were last updated on April 21, 2025.
3. 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.
4. 
   ACCOUNTS:

4.1.      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, as explained in Section 5 below. 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.

4.2       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.  

4.3.      Deletion. You have the ability to delete your Account through a written request made to Support@TaxPlanIQ.com. You understand that upon deletion of your Account, you may lose the right to access or use all or part of the Site, including access to certain Services. We reserve the right to disable, suspend, or terminate your Account at any time, for any reason in Company’s sole discretion, including if you fail to comply with these Terms.

4.5       Involuntary Termination. You acknowledge that the Company has the unlimited right, in its sole discretion, at any time, for any reason or for no reason at all, to terminate your Account or your Subscription. Upon Termination, your duty to continue making Subscription payments ceases, unless otherwise stated in your Termination notice. 

5. SUBSCRIPTION TERMS:

5.1       Subscription Term and Commitment. When you subscribe, you agree to a commitment to a 12-month contract term, commencing upon the activation of your subscription following the completion of any trial period. Your use of the Software and Support Services provided by us is governed by this Agreement and any terms of conditions presented to you in the course of subscribing. For the avoidance of doubt the standard terms are for a one-year subscription paid on an annual or monthly basis in advance of your use of the Services with an automatic renewal each year at existing term and standard rate. We will send you a statement each month reflecting your payments.

To avoid automatic renewal of your annual subscription, you must provide written notice of your intent not to renew at least thirty (30) days prior to the end of your current subscription term. If such notice is not received, your subscription will automatically renew for an additional 12-month term at the standard rate then in effect.

5.2       Free Trial Eligibility. In the event the Company offers a free trial, we reserve the right to determine your eligibility for a free trial in our sole discretion. If you receive a free trial, you may only use the offered Services included in the free trial for the duration of the free trial. Upon the expiration of any free trial period, your access to the Services will cease, unless you have purchased a subscription plan as set forth herein.

5.3       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 your location's requirements. You acknowledge that the amount billed each subscription period may vary due to promotional offers and/or upgrading or downgrading your subscription, and you authorize Company to charge your payment method for such varying amounts.

5.4       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.

5.5       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.

6. TAXPLANIQ GROWTH PLAN GUARANTEE

6.1       If you meet all the conditions outlined in this Section 6, and do not achieve a 100% return on your investment in the Growth Plan subscription within the first 12 months, you are eligible to request a full refund of the amount paid for the Growth Plan subscription during that 12-month period. Refunds are subject to verification that all eligibility conditions were satisfied in good faith and within the applicable timeframe. This guarantee is exclusive to the registered user or firm that has purchased the Growth Plan subscription. The benefits of the Growth Plan, including the guarantee, are non-transferable and are intended to be used only by the paying customer/firm. Sharing of these benefits with, or transferring access to, other firms or external users who have not paid for the subscription is strictly prohibited.

6.2       Conditions for Guarantee Eligibility.

6.2.1    Training Participation: At least one user associated with your account must complete twelve (12) TaxPlanIQ Growth Plan trainings within the 12-month period of your initial subscription.

6.2.2    Tax Plan Presentation: You must present at least ten (10) Tax Plans to verifiable clients or prospects during the 12-month subscription period.

6.2.3    Plan Review: You must engage with a TaxPlanIQ Concierge Consultant for a one-on-one (1:1) review of at least five (5) Tax Plans, which must also be presented to verifiable clients or prospects within the same period.

6.2.4.   Verification of Client or Prospect Presentations: Verifiable client or prospect presentations require documented proof of the meeting and a written decision (acceptance or rejection of the tax plan) from the client or prospect.

6.3.      Other Contractual Obligations Apply. All aspects of the Growth Plan, including the presentations and engagements, must comply with the Terms to be valid. We reserve the right to modify or discontinue the Growth Plan, and such modifications will be communicated in accordance with the procedures outlined in this agreement.

6.4       Special Offers on the Growth Plan. From time to time, we may offer special promotions or incentives ("Special Offers") to existing customers to introduce or highlight features available in the TaxPlanIQ Growth Plan. These Special Offers may include have their own terms and conditions, including potentially discounted access aspects of the Growth Plan for a limited time as an incentive for continued subscription or as an introduction to the program. These special offers are not part of the Growth Plan, and so the acceptance of any Special Offer voids the Guarantee contained in this Section 6.1 and 6.2. Special Offers are intended to provide temporary benefits to gauge the comprehensive value of the Growth Plan and are not eligible for the benefits associated with the standard Growth Plan Guarantee. Subscribers are responsible for reading all terms associated with any Special Offer.

7. CANCELLATION AND ENDING SUBSCRIPTION

7.1       General Cancellation Policy. To cancel your subscription to TaxPlanIQ, please send a cancellation request to Support@TaxPlanIQ.com. Upon receiving your request, our Customer Service team will process the cancellation. Note that simply sending a cancellation request email will not directly initiate the cancellation process. We advise you to keep an eye out for any follow-up communications from our team to confirm the cancellation is processed correctly. If a Subscriber cancels their subscription before the completion of the 12-month subscription term, a surrender fee equal to three (3) months’ worth of subscription fees will apply. This amount will be deducted from any prorated refund, if applicable, or charged to the payment method on file.

7.2       Post-Cancellation Access. If you cancel your Subscription voluntarily, you will have access to the applicable features of the Site through the remainder of the then-current contract period (e.g., if you are on a monthly renewal plan and cancel mid-month, your access will continue through the remainder of the month). If you cancel your subscription before the end of its 12-month term, you remain responsible for all fees accrued up to the cancellation date and for a surrender fee equal to three months of subscription fees, unless waived in Company’s sole discretion. Subscribers who pay for the annual subscription in one lump sum and terminate the subscription before the end of the 12-month term, will receive a prorated refund for the remainder of the contract term after deducting a surrender fee equivalent to three months of the subscription fee.

8. INTELLECTUAL PROPERTY

8.1       Company IP

8.1.1. 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.

8.1.2. 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.

8.1.3. 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.

8.2       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.

8.3       User Content: Certain aspects of the Site, including via your Account, email, message boards, and web-forms, may allow you to submit or contribute materials to Company or the Site, including certain audio, visual, and audio-visual materials and reviews (“User Content”). By contributing or submitting User Content, directly or indirectly, to Company or the Site, including by ways of emailing Company, filling in web-forms on the Site, or participating in a Company workshop, presentation, or conference call, you acknowledge that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content.

8.4.      License to User Content. By using the Services and submitting any User Content, You grant to Company an irrevocable, royalty-free, perpetual, sub-licensable, transferrable, and worldwide right and license, without any obligation or liability to you whatsoever, to use User Content in any and all media in any format now known or hereinafter created, including the right to display, distribute, edit, exploit, modify, publicly perform, publish, reproduce, create derivative works, or otherwise use User Content: (i) as part of offering the Services hereunder, including Company’s applying Company’s algorithms, know-how, and/or methodology to User Content to provide the Services; (ii) using User Content on an aggregated and de-identified basis for the purposes of providing and improving the Services and Company’s products and services, including sharing or publishing summary results relating to research data and to distribute or license such data to third parties; and (iii) subject to Company not using any sensitive financial or other information that Company reasonably understands to be confidential embodied in any User Content, for Company’s own advertising and promotional purposes. Without limiting the foregoing, the foregoing grant of rights includes the right for Company to use the name, image, likeness, voice, persona, and performances of any individual embodied in the User Content. For the avoidance of doubt, Company may use User Content with no notice to you and without owing any consideration to you. If you wish to keep User Content private or proprietary, please do not contribute or transmit any of User Content to Company. Notwithstanding anything to the contrary contained herein, including in Company’s privacy policy, if you post, upload, or transmit User Content to the Site, Company will not treat information such of User Content as private or confidential. Notwithstanding anything to the contrary contained herein, as between you and Company, you are and shall be fully and completely responsible for all document retention or other legal requirements with respect to or arising from User Content and your use or access to the Service. Without limiting the generality of the foregoing, Company shall have no obligation to maintain any User Content or work product generated by or related to your use of the Services other than as required by federal law.

9. OFFERINGS.

9.1       Company Offerings. The Services are offered on an “as is” and “as available” basis. We may impose at any time quantity limits on any order, or reject all or part of an order, without prior notice. We may change, discontinue, or remove Services offered via the Site at any time, without notice to you and without any liability.

9.2       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

9.3       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 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, REPRESENTATIVE, AGENTS, AND PERSONNEL, FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.”

10. WARRANTIES

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

                        10.1.1 You have the right and authorization to use the Services

10.1.2. Your use of the Site, including uploading 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, and permissions to User Content, including authorization from any Subscriber Client to input or import any Subscriber Client information into the Services.

10.1.3 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). Y

10.1.4. 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;

10.1.5. 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.

10.1.6. 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.

10.1.7. 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.

10.1.8. 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.

10.1.9. 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;
ix. Company may refuse to offer the Site and change any eligibility criteria at any time without notice in Company’s sole discretion.

10.1.10. 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.

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

10.3.    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.

11. 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.
12. LIMITATION OF LIABILITY

12.1     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.

12.2     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. 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.

13. INDEMNIFICATION:

13.1     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) 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) Company making available User Content to any third party Company is authorized to share such information with; (ix) Company’s refusal to provide any third party access to User Content in accordance with this Agreement; and(x) your negligence or willful conduct in regards to these Terms; all of the foregoing to the fullest extent permitted by applicable law.

13.2.    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.

14. GENERAL TERMS

            14.1.    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.

            14.2.    Interpretation; Binding Agreement.

14.2.1. 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.

14.2.2. Successors and Assigns. Terms shall be binding upon and inure to the benefit of Company and its respective assigns, successors, heirs, and legal representatives. The Terms are personal to you (or the company or other legal entity or individual you are entering into these Terms on behalf of), and are not otherwise assignable, transferable, or sublicensable by you except with Company’s prior written consent. Company may freely assign the Terms.

14.2.3. Modification. The Terms cannot be modified or amended, except as expressly provided for herein. Company reserves the right to modify, alter, amend, or update the Terms at any time without notice to you in Company’s sole discretion, and such new Terms will immediately take effect upon Company posting such new Terms on the Site.

14.2.4. 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.

14.2.5. 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.

            14.3. Entire Agreement. These Terms (including Company’s Privacy Policy and any other associated documents referenced in these Terms, which are expressly incorporated by reference herein) represent the entire understanding between Company and you, superseding all prior agreements (including previous versions of the Terms), whether oral or written, with respect to your use of the Site and all other subject matter contained herein. Notwithstanding the foregoing, Company may enter into separate written agreements with users of the Site regarding specific business arrangements, such agreements not superseding these Terms upon entrance unless expressly stated therein. If you are a United States governmental agency and have a need for rights not conveyed under these Terms, please contract Company to negotiate acceptable terms for transferring such rights.

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

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

14.6. 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.

15. ARBITRATION:

15.1     General Agreement. You and Company agree that any and all disputes or claims that arise between you and Company, whether arising out of or relating to these Terms, your use of the Site, and any other aspect of the relationship or transactions between you and Company, shall be resolved exclusively through final and binding arbitration administered before the American Arbitration Association (the “AAA”) under its Commercial Rules, or other applicable, rules (the "AAA Rules") then in effect, subject to the terms of this arbitration provision. For the avoidance of doubt, you understand that by agreeing to the Terms, you and Company are each waiving the right to a jury trial or to participate in a class action or class arbitration, except for the limited exclusions expressly set forth herein. Notwithstanding the foregoing, you may assert some claims in “small claims” court pursuant to certain provisions in the AAA rules regarding small claim actions, but only if your claim is under $10,000, otherwise qualifies, (6) your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis (as further set forth below).

15.2     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
1207 S White Chapel Blvd, Ste 200
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.

15.3.    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 judgement to which a party is entitled.

15.4.    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.

15.5.    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.

15.6.    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 Fort Worth 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.

15.7.    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.

15.8.    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.

15.9.    CLASS ACTION AND REPRESENTATIVE ACTION PROHIBITION. TO REITERATE THE PROVISIONS OF SECTION 15.1, 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.

15.10. 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.

16. 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.