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HOW TO FILE TAXES, LLC GENERAL TERMS AND CONDITIONS FOR SERVICES

  1. Applicability. These How to File Taxes, LLC General Terms and Conditions for Services (these “Terms”) are the only terms that govern the provision of Services (as defined herein) by How to File Taxes, LLC d/b/a Affordable Tax Co., a Georgia limited liability company (“Service Provider”), to the person who has executed an Engagement Letter (as defined herein) with Service Provider (“Client”). The accompanying engagement letter, invoice, confirmation, or quote (as applicable, the “Engagement Letter”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Client’s general terms and conditions regardless of whether or when Client has submitted any such terms. Commencement of any Services by Service Provider does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms.
  2. Services; Performance Dates. Service Provider shall provide all the services (the “Services”) as set forth in the Engagement Letter. Service Provider shall use commercially reasonable efforts to meet any performance dates specified in the Engagement Letter; provided that, any such dates shall be estimates only. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, contractors, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay. If Client wishes to expand the Services to include other services outside the scope of the Engagement Letter, Client and Service Provider may execute additional engagement letters or other agreements to cover such services. Notwithstanding the foregoing, Service Provider may, from time to time change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services, the Fees (as defined herein), or any performance dates set forth in this Agreement.
  3. Service Limitations. Service Provider, unless expressly provided for in the Engagement Letter, shall not: (a) audit or verify any information which is provided by Client to Service Provider for the purposes of performing the Services; (b) inspect checks when reconciling bank accounts; (c) audit or review financial statements; (d) make any management decisions or functions on behalf of Client, and Service Provider reserves the right to refuse to do anything which could be construed as a management decision or function of Client; (e) design procedures within the Services to detect fraud, errors, or theft in any Client provided information; (f) accept any fiduciary duties in performing the Services; (g) hold any of Client’s property in trust; (h) respond to any inquiries from or represent Client against the Internal Revenue Service (“IRS”) or any other federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction (collectively, including the IRS, “Governmental Authority”); (i) respond to any bank, financial institution, or lender to verify any Client information; (j) assess any deficiencies or material weaknesses in Client’s internal controls; or (k) be responsible for communicating any potential tax saving strategies to Client.
  4. Information furnished to Service Provider. Client shall: (a) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement; and (b) provide such Client materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects. In order for Service Provider to perform the Services, it is imperative that Client provides accurate, complete, and timely information to Service Provider, therefore, any breach of this Section 4 shall be considered a material breach of these Terms by Client. If at any point Service Provider reasonably suspects that information or documents submitted by Client may be inaccurate, incomplete, or fraudulent, Service Provider reserves the right to suspend or terminate this Agreement. Service Provider is not covered under the Health Insurance Portability and Accountability Act (HIPAA) therefore, Client is advised not to send protected health information unless requested by Service Provider for a specified tax purpose. Service Provider retains work papers related to the Services (“Records”) for seven (7) years (the “Retention Period”). Upon the expiration of the Retention Period, Client understands that Service Provider may, but shall not be obligated, to destroy such Records. It is Client’s responsibility to maintain copies of all Records and other documents related to the Services. If Client needs copies of documents related to the Services while still within the Retention Period, a reasonable fee shall apply for retrieving and copying these Records.
  5. Client Obligations. Throughout the Term (as defined herein) and in addition to the obligations set forth in Section 4, Client shall: (a) cooperate with Service Provider in all matters relating to the Services and provide such access to Client’s premises, and such office accommodation (if necessary) and other facilities, as may reasonably be requested by Service Provider, for the purposes of performing the Services; (b) obtain and maintain all necessary licenses, permits, and consents and comply with all applicable laws and regulations in relation to the Services before the date on which the Services are to start; (c) be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Client hereunder; (d) not use the Services or Service Provider for unlawful purposes, including but not limited to, violating any tax, privacy, or other applicable laws, or to disrupt the operations, personnel, or technology information of Service Provider; (e) carefully review all drafts and final versions of any tax returns; and (f) keep its account credentials strictly confidential.
  6. Payment Terms. In consideration of the provision of the Services by Service Provider and the rights granted to Client under this Agreement, Client shall pay the fees set forth on the Engagement Letter (the “Fees”). All Fees are nonrefundable once the Services have commenced except with the written consent of Service Provider. In the event that Client fails to provide information in a timely fashion to Service Provider which results in the necessity to file for any extensions, additional fees will be charged to Client. In addition to the Fees, Client agrees to pay Service Provider for any services beyond the scope of the Services set forth in the Engagement Letter, which will be billed at Service Provider’s then currently hourly or other customary rates, and to reimburse Service Provider for all reasonable travel, filing, and other out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services (collectively, “Expenses”). Client shall pay all invoiced amounts due to Service Provider on receipt of Service Provider’s invoice. In the event payments are not received by Service Provider within thirty (30) days after becoming due, Service Provider may: (a) charge interest on any such unpaid amounts at a rate of one and a half percent (1.5%) per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (b) suspend performance for all Services until payment has been made in full. Client agrees to pay the costs associated with the collection of unpaid invoices, including associated attorney’s fees and court costs. In the event Client must cancel or reschedule any meetings with Service Provider, Service Provider reserves the right to charge a no-show fee.
  7. Non-Solicitation. During the Term and for a period of two (2) years thereafter Client shall not, directly or indirectly: (a) hire or solicit, or encourage any other person or entity to hire or solicit, any individual who is currently or has been previously employed by Service Provider as an employee or engaged by Service Provider as an independent contractor, or encourage any such individual to leave such employment or terminate such engagement; or (b) solicit or entice, or attempt to solicit or entice, any clients, customers, vendors, or suppliers of Service Provider, or any prospective clients, customers, vendors, or suppliers of Service Provider for purposes of diverting their business or services from Service Provider. Client acknowledges and agrees that a breach or threatened breach of this Section 7 would give rise to irreparable harm to Service Provider, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Client of any such obligations, Service Provider shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Client acknowledges that the restrictions contained in this Section 7 are reasonable and necessary to protect Service Provider’s legitimate interests and constitute a material inducement to Service Provider to enter into this Agreement and consummate the transactions contemplated hereby.
  8. Intellectual Property and Licenses. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to the Services and all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services shall be owned by Service Provider. Only to the extent that any outputs of the Services would be considered works made for hire for Client as defined in Section 101 of the Copyright Act of 1976, Service Provider hereby assigns all of its rights and interests in such works made for hire to Client. Service Provider grants Client a limited, revocable, non‑exclusive, non‑transferable license to access and use the Services for Client’s personal or internal business purposes; provided that, Client shall not copy, modify, distribute, perform, or create derivative works from the Services except with express written consent of Service Provider. While Client retains full ownership of any information or data provided to Service Provider during the Term, Client grants Service Provider a worldwide, non‑exclusive license to host, process, and display such information or data solely to perform the Services.
  9. Confidential Information. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, Intellectual Property Rights, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to Client, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of Service Provider. Confidential Information does not include information that is: (a) in the public domain; (b) known to Client at the time of disclosure; or (c) rightfully obtained by Client on a non-confidential basis from a third party. Service Provider shall be entitled to injunctive relief for any violation of this Section 9. For all tax return and other personal information provided by Client to Service Provider, Service Provider complies with all applicable laws which may require Client’s written consent before Service Provider uses or discloses tax return information for purposes other than preparing, assisting in preparing, or filing Client’s return, or as otherwise permitted by law. Service Provider also maintains an information security program consistent with the Fair Trade Commissions Safeguards Rule and applicable state data‑security laws in maintaining the confidentially of Client’s tax and personal information.
  10. Indemnification. Client shall indemnify, defend, and hold harmless Service Provider and its officers, members, managers, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, expenses and fees of whatever kind, including reasonable attorneys’ fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party in a final judgment (collectively, “Losses”), relating to any claim of a third party or Service Provider arising out of or occurring in connection with Client’s actions or omissions, negligence, willful misconduct, violation of law, or breach of this Agreement, except to the extent caused exclusively by Service Provider’s gross negligence or willful misconduct. Client shall not enter into any settlement without Service Provider’s or Indemnified Party’s prior written consent.
  11. Representations, Warranties, and Disclaimers.
    • Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing as a corporation, limited liability company, or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering (if Client is a business entity); (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (iv) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
    • Service Provider Representations and Warranties. Service Provider represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Service Provider shall not be liable for a breach of the warranty set forth in this Section 11(b) unless Client gives written notice of the non-conforming Services, reasonably described, to Service Provider within five (5) days of the time when Client discovers or should have discovered that the Services were non-conforming.
    • Service Disclaimers. Client shall be solely responsible for the final filing of any tax returns with the correct Governmental Authority. Service Provider will provide Client with a copy of Client’s electronic tax returns and any applicable accompanying schedules and statements for review prior to filing with any Governmental Authority. Client agrees to review and examine these documents carefully for accuracy and completeness. Client will be required to complete, verify, and sign any applicable forms required for electronic filing before Client’s returns can be filed electronically. If Client elects for paper filing, Client will be responsible for reviewing any paper tax returns for accuracy, signing them, and filing them in a timely manner with the proper Governmental Authority. Tax laws and agency positions change and may be applied differently by examiners, auditors, or courts, therefore, Service Provider cannot guarantee any particular outcome, refund, credit, or audit result.
    • Arguable Positions. Service Provider will use its professional judgment to resolve any arguable tax questions or conflicts in Client’s favor where a tax law is unclear; provided, that Service Provider has a reasonable belief that there is substantial authority for doing so (an “Arguable Position”). If there is an Arguable Position, Service Provider will explain the possible positions that may be taken on Client’s tax return. Service Provider will follow the position Client requests; provided that it is consistent with Service Provider’s understanding of tax reference materials, including but not limited to, the Internal Revenue Code of 1986, as amended (the “Code”), tax regulations, IRS Revenue Rulings, IRS Revenue Procedures, private letter rulings and court decisions. If any Governmental Authority later contests the position taken, then additional tax, penalties, and interest may be assessed. Service Provider assumes no liability related to an Arguable Position, and Client hereby release Service Provider from any liability Client may incur due to an Arguable Position.
    • Legal Compliance. Service Provider complies with all applicable laws and regulations in providing the Services. Furthermore, to ensure compliance with the United States Treasury Department regulations, any U.S. federal tax advice contained as part of the Services is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed in such Services. Furthermore, Service Provider adheres to the privacy standards set forth on its privacy policy, as updated from time to time, which is available at https://affordabletaxco.com/privacy-policy/.
  12. Remedies. In the event Client timely notifies Service Provider of any purported non-conformity in the Services pursuant to Section 11(b), and Service Provider does not dispute such non-conformity, Service Provider shall, in its sole discretion, either: (a) repair or re-perform such Services (or the non-conforming part); or (b) credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN THIS SECTION 12 SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTY SET FORTH IN SECTION 11(b).
  13. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 11(b), SERVICE PROVIDER MAKES NO OTHER WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  14. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO SUCH CLAIM.
  15. Term and Termination. The term of this Agreement shall begin upon the date set forth in the Engagement Letter and continue until the completion of the Services by the Service Provider (the “Term”). Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Client, if (a) circumstances arise which would compromise Service Provider’s professional, ethical, and compliance standards, or (b) Client: (i) fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after Client’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. In the event of the early expiration or termination of this Agreement, Service Provider shall be entitled, pursuant to the terms of Section 6, to invoice for all Expenses and the portion of the Fees due to Service Provider up to the applicable expiration or termination date.
  16. Insurance. During the Term of this Agreement, Client shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability in such amounts as is industry standard for similarly situated businesses in Client’s industry and with financially sound and reputable insurers. Upon Service Provider’s request, Client shall provide Service Provider with a certificate of insurance from Client’s insurer evidencing the insurance coverage specified in this Agreement and Service Provider shall be named an additional insured on such certificate. Except where prohibited by law, Client shall require its insurer to waive all rights of subrogation against Service Provider and its insurers. Client shall provide Service Provider with ten (10) days’ advance written notice in the event of a cancellation or material change in Client’s insurance policies.
  17. Waiver, Amendments, and Modifications. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party; provided that, Service Provider retains the right to update these Terms from time to time upon the advise of counsel.
  18. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, explosion, epidemic, pandemic, or outbreak; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or action, including lockdowns or lockouts; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (g) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
  19. Assignment; Successors and Assigns. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 19 is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
  20. Relationship of the Parties; No Third-Party Beneficiaries; The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
  21. Governing Law and Submission to Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Georgia. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America sitting in the Northern District of Georgia or the courts of the State of Georgia located in the County of Cherokee, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  22. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the introductory paragraph hereof, or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 22.
  23. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  24. Survival. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Non-Solicitation, Payment Terms, Indemnification, Governing Law; Submission to Jurisdiction, and Survival.
  25. Entire Agreement and Order of Authority. These Terms together with the Engagement Letter, and other exhibits attached hereto contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. In the event of any inconsistency between the terms of these Terms and any of the terms on the Engagement Letter, the terms of these Terms shall govern.
  26. Acceptance of Terms. BY EXECUTING AND ACCEPTING THE ENGAGEMENT LETTER, CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT HAS READ, UNDERSTOOD, AND HEREBY ACCEPTS THESE TERMS