You acknowledge and agree that, by accessing or using the website or service or by downloading or posting any content from or on the website, through the service, you are indicating that you have read, and that you understand and agree to be bound by this agreement, whether or not you have registered with the website. If you do not agree to these terms, then you have no right to access or use the website, service or content.

Key Definitions

The “Agreement” means all of the terms, conditions and notices contained or referenced in this document (the “Terms of Use”) and all other Taxaroo rules, policies (including but not limited to our privacy policy (the "Privacy Policy")) and procedures that may be published from time to time on the Website by Taxaroo. “Content” means any content featured or displayed throughout the Website or provided to you by Taxaroo in connection with your use of the Service, including but not limited to text, documents, information, data, articles, blog posts, guidance, diagnostic tools, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features and other materials that are available on the Website or provided to you by Taxaroo in connection with your use of the Service. “Taxaroo,” “we,” “us” and “our” mean Taxaroo, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents and employees. Network Participants are not employees, agents or affiliates of Taxaroo. “Network Participants” means professionals in the tax field who may provide limited services to Users they communicate with through our Service and who have agreed to be bound by this Agreement. Network Participants are not employees or agents of Taxaroo. The “Service” means all of the services provided by Taxaroo, including but not limited to all Content, services and products available through the Website. Taxaroo is not a tax firm and does not provide a tax professional referral service. The “User,” “You” and “Your” refer to the person, company or organization that has visited or is using our Website and/or our Service. “User-Generated Content” means Content that has been submitted by a User or that has been created in connection with the User’s use of the Service or the Website. The “Website” means Taxaroo’s website located at taxaroo.com, all subpages and subdomains and all content, services and products available through the Website.

About our Service

Taxaroo provides a platform to facilitate communication and collaboration between Network Participants and Users seeking tax services. Our role is solely to facilitate the interaction of Network Participants with Users.

• Taxaroo is not a tax firm. Taxaroo is not offering tax representation and does not offer any tax preparation, tax advice, tax opinions, recommendations, referrals or counseling. Network Participants are not employees or agents of Taxaroo. Taxaroo is not (i) a party to any engagement agreements entered into between Users and Network Participants, or (ii) involved in the provision of tax services to, or tax representation of, Users in connection with a Project or otherwise. At no point may Taxaroo be held liable for the actions or omissions of any Network Participant performing services for you. Fees for tax services are not shared between Network Participants and Taxaroo.
• Taxaroo does not provide tax or tax advice. Taxaroo does not offer tax advice or services. Any use of the Website and/or Service is not intended to and does not create a professional-client relationship. Taxaroo is not liable for the actions or omissions of any Network Participant performing services for you. You acknowledge that although some of the Content provided to you on the Website may be provided by individuals in the tax profession, the provision of such Content does not create a professional-client relationship and does not constitute an opinion or tax advice but is provided as general information about tax requirements and procedures and to assist you in engaging appropriate tax assistance from a qualified tax practitioner. Taxaroo does not make any direct assessment of your tax issues, needs or requirements.
• No professional-client relationship. No professional-client relationship is created by using the Website or Service or by using the Content provided by or through the use of the Website, including, but not limited to, links to other websites or any assistance we may provide to help you find an appropriate tax professional. Any communication directly with Taxaroo, including any documents shared with, or uploaded using tools or services provided by, Taxaroo may not be held confidential. We make no guarantees, representations or warranties, whether express or implied, with respect to professional qualifications, expertise, quality of work or other information related to any Network Participant. Further we do not in any way endorse any individual described on our Website or through our Service. In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on such information.
• Taxaroo is not a tax professional referral service. Taxaroo is not a tax professional referral service and does not provide such services. Users and Network Participants acknowledge that Taxaroo does not select or endorse any individual Network Participant to service a User. We do not make any warranty, guarantee or representation as to the tax ability, competence, quality or qualification of any Network Participant. Taxaroo does not warrant or guarantee that Network Participants are covered by errors and omissions insurance and Taxaroo makes no warranty or guarantee with respect to the sufficiency of such errors and omissions insurance. Although this Agreement requires Network Participants to provide accurate information, we do not attempt to confirm, and do not confirm, any Network Participant’s purported identity. Users agree to independently research any Network Participant and independently evaluate the Network Participant’s qualifications before deciding to accept professional advice from a Network Participant. Taxaroo does not endorse any Network Participant’s work-product. By using our Website and/or Service, you agree that any tax remedy or liability that you seek to obtain for actions or omissions of Network Participants will be limited to a claim against the particular Network Participants or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any tax remedy from, Taxaroo with respect to such actions or omissions.
• We do not recommend or endorse any specific tax professionals or tax advice. Providing a service where potential clients and tax professionals can collaborate does not imply an endorsement of any Network Participant or service provider.
• Taxaroo does not guarantee results. From time to time, Users may submit reviews of Network Participants. These reviews do not constitute a guarantee, warranty or prediction regarding the outcome of any future tax matter. Taxaroo will have no responsibility or liability of any kind for any User-Generated Content you encounter on or through the Website, and any use or reliance on User-Generated Content is undertaken solely at your own risk.

Authorization and Acknowledgement

In connection with using the Website and Service to locate tax professionals, you understand that you represent and warrant that if you are an individual, you are of legal age to form a binding contract, or, if you are accessing the Service or Website on behalf of an entity, that you are authorized to enter into, and bind the entity to, this Agreement.

User Responsibilities

• Relationship with Network Participants. Because we cannot guarantee the fitness of any of our Network Participants for your specific needs, we encourage Users to research any Network Participant before accepting professional services.
• No reliance on Content. Content on the Website is provided for informational purposes only with no assurance that the Content is true, correct or accurate. The Content provided on the Website is not intended as a substitute for, nor does it replace, professional tax advice. You are encouraged to independently confirm the Content contained on the Website with other sources and to seek the advice of a qualified tax professional. Do not disregard, avoid or delay obtaining tax advice from a qualified tax preparer because of something you may have read on the Website. Your use of Content provided on the Website is solely at your own risk. Nothing stated or posted on the Website or available through the Service is intended to be, and must not be taken to be, tax services or tax advice.
• Compliance with laws. You represent and warrant that: (i) you have the authority to, and are of the legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules and regulations, and with all other Taxaroo policies.

User Conduct

• You may use the Website and/or Service for lawful, non-commercial purposes only. You may not use the Website in any manner that could damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the Website or the Service. You may not attempt to gain unauthorized access to the Service or computer systems or networks through hacking, password mining or any other means. In addition to our rights pursuant to this Agreement, we may take any tax action and implement any technical remedies to prevent the violation of this provision and to enforce this Agreement.
• Prohibited content. You agree that you will not under any circumstances transmit any Content that:
  1. is unlawful or promotes unlawful activities;
  2. defames, harasses, abuses, threatens or incites violence toward any individual or group;
  3. is pornographic, discriminatory or otherwise victimizes or intimidates any individual group on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
  4. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling;
  5. contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
  6. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights;
  7. impersonates any person or entity, including any of our employees or representatives; or
  8. violates the privacy of any third party.
• Users must be over age 18.You represent that you are over the age of 18. Taxaroo does not target our Content to those under 18, and we do not permit any Users under 18 on our Service.
• No liability for User interactions; Taxaroo may monitor interactions. Any liability, loss or damage that occurs as a result of any User and/or Network Participant interactions, including but not limited to any Projects that you engage in through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.
• Right to terminate accounts. We reserve the right but not the obligation to, in our sole discretion, determine whether any User conduct is appropriate and complies with these Terms of Use, or terminate or deny access to and use of the Service to any User for any reason, with or without prior notice.

User-Generated Content

• You own any User-Generated Content that you create and submit or upload to the Website, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove any and all Content, including User-Generated Content, in our sole discretion.
• You may create content, written or otherwise, while using the Service. You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.
• You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third-party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.
• Taxaroo has the right but not the obligation to, in our sole discretion, determine whether any User-Generated Content is appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our sole discretion, violates any Taxaroo policy or is in any way harmful, inappropriate or objectionable.
• Except for Content that originates from Taxaroo, we do not claim ownership of any User-Generated Content.
• You grant Taxaroo the following rights to your User-Generated Content: by posting any User-Generated Content on the Website or providing any User-Generated Content through the Service, you expressly grant Taxaroo and our successors a worldwide, sub-licensable, fully-paid and royalty-free and non-exclusive license to use, reproduce, display, modify, adapt, distribute and perform the User-Generated Content in connection with Taxaroo’s business purpose.

Network Participants

• Network Participants are tax professionals who may perform Projects for Users. They operate independently from Taxaroo and do not share fees with Taxaroo.
• Network Participants must comply with any and all rules or laws governing tax preparation in their jurisdiction. Network Participants understand and agree that conflicts of interest may arise in connection with the representation of a User or the performance of a particular Project, in which case they must disqualify themselves pursuant to the rules of professional conduct in their jurisdiction. Network Participants agree that they shall provide accurate information as to their identity, shall not provide tax advice on the Website but rather general information and shall adhere to all policies and terms of conditions as posted on the Website.
• Use of the Website does not form a professional-client relationship between Users and Network Participants. Information posted or made available on or through the Website and/or Service, including but not limited to any responses to Project Proposals or Bids, information posted publicly through the Website or information sent in a message to a User is not intended as tax or legal advice, is not confidential and does not create a professional-client relationship. It is considered User-Generated Content.
• A professional-client relationship between a Network Participant and a User may be formed through the use of the Service. Users may submit Project Proposals through the Service. Network Participants may submit Bids and negotiate the details of these Projects prior to acceptance. Upon acceptance, the scope of a Network Participant’s representation is strictly limited to the matter agreed upon in the Bid or Project Proposal, and the Network Participant and User may sign an engagement letter detailing the limited scope of this representation. Taxaroo makes every reasonable effort to ensure the privacy of Project Proposals and Bids on our Service, but we cannot guarantee confidentiality.
• Network Participants are solely responsible for ensuring that any information, solicitations or advertisements they post or place on the Website, including without limitation User-Generated Content, Network Participant Profiles, and any communications they may have with prospective clients through the Website or Service, fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising or other matters. • Network Participants who have subscribed to Taxaroo and provided payment information for such subscriptions are eligible for a refund up to 30 days from the date payment information was provided.

Payment of Network Participants

Taxaroo is not a party to contracts. Users may contract with Network Participants through the solicitation and acceptance of Projects. Such contracts are solely between the User and the Network Participant. Taxaroo will not be a party to any contracts for Projects submitted through our Service. Taxaroo facilitates these contracts by supplying a platform for relationship management and payment tools. • All tax fees are paid to Network Participants. No tax fees for Projects are split or shared between Network Participants and Taxaroo. Taxaroo charges a transaction fee (“Taxaroo Fee”) for each Project facilitated by Taxaroo in exchange for the services we provide to our Users. If a tax fee agreed upon by a User and a Network Participant for a Project is subsequently reduced or increased, Taxaroo has the right, but not the obligation, to reduce or increase the Taxaroo Fee for such Project on a pro-rata basis. • Use of coupons is at the discretion of Taxaroo. From time to time, Taxaroo may offer Users discounts on Projects initiated through the Service. These coupons are for one-time use only and may be rescinded or revoked at any time in our sole discretion

Third-Party Content

• By using the Service, you will be able to access Content belonging to or originating from third parties (“Third-Party Content”). Your use of the Service is consent for Taxaroo to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third-Party Content.
• As part of the Service, Taxaroo may provide you with links to third-party websites as well as other forms of Third-Party Content. These links are provided as a courtesy to Users and Network Participants. We have no control over third-party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse such content, nor are we responsible for, the accuracy or reliability of any opinion, advice or statement made by parties other than Taxaroo. We are not responsible for any Third-Party Content accessed through our Website. If you decide to leave the Website and access Third-Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.
• This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter or otherwise use any Third-Party Content except as permitted by Taxaroo’s terms and conditions.

Copyright Infringement and DMCA Policy

• Taxaroo respects others’ intellectual property rights and asks our Users and Network Participants to do the same. We may terminate a User’s or Network Participant’s access to the Website if we determine that the User or Network Participant is a repeat infringer of others’ copyrights or other intellectual property (including Taxaroo’s rights).
• If you believe that any Content violates your copyright, please follow the process indicated in section 512(c) of the Digital Millennium Copyright Act. Please provide us with a written takedown notice that includes the following information:
  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at our Website are covered by a single notification, a representative list of such works on our Website;
  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. information reasonably sufficient for us to contact you, such as email, address and telephone number;
  5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
  6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• If Taxaroo takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to Taxaroo. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.
• All notices described above should be sent to info@taxaroo.com, or via mail to: DMCA Designated Agent, c/o Taxaroo, 30 N Gould Street, Suite 9476, Sheridan, WY 82801.

Intellectual Property

• Taxaroo retains ownership of all our intellectual property, including our copyrights, patents and trademarks.
• Taxaroo retains ownership of all intellectual property rights of any kind related to the Website and the Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any Taxaroo or third-party intellectual property, and all right, title and interest in and to such property will remain solely with us or with such third party, respectively. We reserve all rights that are not expressly granted to you under this Agreement.
• Taxaroo, taxaroo.com and all other trademarks that appear, are displayed or are used on the Website or as part of the Service are registered or common law trademarks or service marks of Taxaroo, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified or distributed in any way without prior written permission from Taxaroo, except as an integral part of any authorized copy of the Content.

Platform features provided by Taxaroo

• Taxaroo provides a set of capabilities and features to users of the platform. These features may be changed at any time without notice.
• Electronic signature functionality was designed to meet some or all compliance requirements set forth by the IRS in publication 1345. However, Taxaroo does not claim that electronic signatures will be legally binding per IRS or other tax agency standards, and Network Participants and/or Users are advised to ensure compliance with their federal, state, and local laws.

Email Communications

• We use email and electronic means to stay in touch with our Users and Network Participants.
• For contractual purposes, you (i) consent to receive communications from Taxaroo in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures and other communications that Taxaroo provides to you electronically satisfy any tax requirement that such communications would satisfy if it were in writing.

Termination

• You may terminate your use of the Service at any time. Termination of your use of the Service does not terminate any professional-client relationships you may have formed with Network Participants. If you wish to terminate this Agreement, you may simply discontinue using the Website and the Service.
• Taxaroo may terminate your access to all or any part of the Website at any time, with our without cause, with or without notice, effective immediately.
• Termination of your relationship with Taxaroo does not affect your relationship with any Network Participant you have retained through our Service. All tax, contractual and ethical duties, obligations and responsibilities survive termination of the Taxaroo relationship.
• All provisions of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Payment and Transactions

• Payments will be processed when a User elects to pay an invoice of a Network Participant. The User may submit disputes over payment to info@taxaroo.com
• Authorization By agreeing to these terms, you are giving Taxaroo permission to charge your on-file credit card or other approved methods of payment for fees that you authorize for Taxaroo. Depending on your Project, Taxaroo may charge you on a one-time or recurring basis. You authorize Taxaroo to charge you the full amount owed to any Network Participant via the Service, as well as the Taxaroo Fee.
• Responsibility for Payment You are responsible for all fees, including taxes, associated with your use of the Service. You are responsible for providing us with a valid means of payment.

Disclaimer of Warranties

Taxaroo provides the Website, the Content and the Service “as is,” without warranty of any kind. We make no express or implied warranties or guarantees about the Service. To the maximum extent permitted by law, Taxaroo expressly disclaims all warranties, whether express, implied or statutory, with respect to the Website and the Service including, without limitation, any warranties of merchantability, of satisfactory quality, fitness for a particular purpose, title, security, accuracy and non-infringement. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you. Taxaroo makes no representation or warranty that the information we provide or that is provided through the Service is effective, accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location; that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, Content or other material obtained from the Service.

Limitation of Liability

We will not be liable for damages or losses arising from your use of the Service or arising under this Agreement. To the maximum extent permitted by applicable law, in no event will Taxaroo be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with Taxaroo, any Network Participant or any other User of the Service, and whether or not Taxaroo has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Taxaroo will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you. To the maximum extent permitted by applicable law, the entire liability of Taxaroo, its affiliates, and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the services during the twelve (12) months prior to such claim. Subject to applicable law, Taxaroo, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Taxaroo systems requirements. The above limitations apply even if Taxaroo and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of Taxaroo, its affiliates and your exclusive remedy with respect to the services and its use.

Release and Indemnification

• You agree to indemnify and hold harmless Taxaroo from and against any and all claims and expenses, including tax preparers’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.
• If you have a dispute with one or more Users or Network Participants, you release Taxaroo from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Modification of Terms of Use

• Taxaroo reserves the right, at our sole discretion, to amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments.
• Upon any changes in these Terms of Use, we will post the amended agreement on the Website, which shall constitute notification to you of such changes. Your continued use of the Website and/or the Service following such notification shall constitute your affirmative acknowledgement of the Terms of Use, the modifications or changes made and your agreement to abide and be bound by the Terms of Use, as amended. If at any time you choose not to accept these Terms of Use, including following receipt of notification of any modifications made hereto, then please do not use the Website or the Service.

Governing Law

These Terms of Use and any access to or use of the Website or the Service shall be governed by, and construed in accordance with, the laws of the State of Wyoming, without giving effect to any choice of law or conflict of law rules or provisions, which might otherwise cause the application of the laws of any jurisdiction other than the State of Wyoming. You and Taxaroo agree to submit to the exclusive jurisdiction and venue of the courts located in the State of Wyoming, except as provided below in this Agreement.

Arbitration

If a dispute arises from or relates to these Terms of Use or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction thereof.

Limitation of Term of Action

All disputes or claims (to the extent permitted by law) must be filed within one year from when the claim or notice of dispute could be filed in an arbitration proceeding or court if arbitration is not permitted. If you do not file a claim or dispute during this time, it is permanently barred.

Severability

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

No Assignment

Taxaroo may assign or delegate these Terms of Use and the Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Taxaroo’s prior written consent, and any unauthorized assignment and delegation by you is void.

Headings and Summaries

The headings, captions and summaries in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.

Entire Agreement

This Agreement and policies and guidelines of the Website and the Service (including but not limited to the Privacy Policy and, in the case of Network Participants, the Network Participation Agreement), are incorporated by reference herein, constitute the entire agreement between you and Taxaroo and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of this Agreement. You acknowledge that you have read and understand these Terms of Use and will be bound by these Terms of Use.