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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.