Log In Get Started

Taxscribe Terms and Conditions

Last updated September 16, 2026

Agreement to Our Legal Terms

We are Reason Consulting Corporation ("Company," "we," "us," or "our"), a corporation registered in North Carolina, United States, with its principal office at 2820 Selwyn Ave, STE 856, Charlotte, NC 28209, United States.

We operate the website https://www.taxscribe.com (the "Website") and the Taxscribe web application made available through it, together with any related tools, integrations, application programming interfaces, documentation, and support (collectively, the "Services"). Taxscribe is a tax listing and data management platform offered in two editions. Taxscribe Pro lets tax professionals and firms, businesses, and high-volume filers prepare, manage, and electronically submit business personal property listings, extension requests, and related filings and schedules to participating state and local tax jurisdictions. Taxscribe Gov lets those jurisdictions receive, review, manage, and export the listings and filings submitted to them and manage their listing data.

You can contact us by email at contact@reason.consulting or by mail at 2820 Selwyn Ave, STE 856, Charlotte, NC 28209, United States.

Who these Legal Terms bind. These Terms and Conditions (the "Legal Terms" or "Terms") are a legally binding agreement between Company and the person or organization that holds a Taxscribe account, has accepted an Ordering Document for the Services, or for which trial access has been provisioned ("you" or "Customer"). A Customer using Taxscribe Pro is a "Pro Customer"; a government entity using Taxscribe Gov is a "Gov Customer." An individual who accesses the Services with credentials provisioned by a Customer, including an employee or contractor of that Customer or an employee of such a contractor, does so as an Authorized User of that Customer and not as a party to these Legal Terms. By accepting these Legal Terms or using the Services, an Authorized User agrees to comply with Sections 3, 4, and 7 and the Acceptable Use Policy while using the Services; an Authorized User's acceptance does not make the Authorized User or the Authorized User's employer a Customer, does not bind either of them to Sections 16, 17, 20, or 21, and is not a representation of authority to bind any organization. Nothing in this paragraph relieves a Customer of responsibility for its Authorized Users under Section 4.

By creating an account, accepting an Ordering Document, or using the Services, Customer confirms that it has read, understood, and agreed to be bound by these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

The Services are governed by these Legal Terms together with our End User License Agreement, Acceptable Use Policy, Privacy Policy, and Data Processing Addendum, each of which is posted on the Website and incorporated into these Legal Terms by reference. Our Cookie Policy, Disclaimer, Security Overview, and Accessibility Statement are also posted on the Website; they describe our practices for your information and are not incorporated as contractual obligations except to the extent an Ordering Document or the Data Processing Addendum expressly refers to them. Capitalized terms defined in these Legal Terms carry the same meaning in those documents unless a document states otherwise.

Separate agreements. Where Customer has entered into a signed written agreement or an accepted quote, order form, or contract with Company (an "Ordering Document"), that agreement controls over these Legal Terms to the extent of any conflict, and an Authorized User's acceptance of these Legal Terms does not modify, supersede, or waive any term of it. An Ordering Document may identify by date the versions of these Legal Terms and the documents incorporated into them that govern its committed term.

Amendments. We may revise these Legal Terms from time to time. We will give at least thirty (30) days' notice of any material change by email to the notice address stated in your Ordering Document or, where none is stated, to the email address associated with your account, and we will update the "Last updated" date above. A change is material if it reduces any right or remedy of Customer or its Authorized Users, expands any obligation, restriction, or liability of Customer or its Authorized Users, or alters Section 8, 14, 15, 17, 20, 21, 25, or 27 or the Data Processing Addendum. For Customers with a paid subscription or an Ordering Document, a material change will not apply until the start of the next renewal term unless you agree to it earlier or the change is required by law, and an Authorized User's acceptance of a later posted version does not apply a change to Customer before that date. For Pro Customers who hold purchased Credits and have no Ordering Document with a committed term, a material change applies thirty (30) days after notice; if you do not agree to it, you may either continue to use your remaining Credits under the prior version of these Legal Terms for sixty (60) days after the change takes effect, or stop purchasing Credits and, within that sixty (60) day period, request a refund of any unused Credits purchased within the thirty (30) days before the notice, which we will not unreasonably refuse. No amendment will reduce the protection of Customer Data below that provided by Section 8 as it applied when the Customer Data was submitted. If you do not agree to a material change, your remedy is otherwise to decline to renew, or to cancel as provided in Section 6, effective at the end of your then-current paid term; prepaid fees are not refunded on that basis.

All users must be at least eighteen (18) years of age. The Services are intended for businesses, tax professionals, and government entities and are not directed to consumers or to children.

We recommend that you print or save a copy of these Legal Terms for your records.

1. Our Services

The Services are a software tool for preparing, transmitting, receiving, and managing tax listings and related filings. Company is not a tax preparer, tax advisor, accountant, appraiser, assessor, or law firm. The Services do not prepare your return, determine what property must be listed, what it is worth, how it should be classified or depreciated, or what tax is due, and they do not determine any jurisdiction's assessment, valuation, penalty, or other decision. A jurisdiction's acceptance, rejection, processing, and review of a filing are the jurisdiction's own acts under its own law, and we do not guarantee that any jurisdiction will accept, process, or timely receive a filing submitted through the Services. You remain responsible for the accuracy, completeness, and timeliness of every filing you or your Authorized Users submit and for meeting the deadlines that apply to you or your clients. Nothing in the Services constitutes legal, tax, accounting, appraisal, or other professional advice, and you should consult qualified professionals where appropriate.

AI-Assisted Features. Some features of the Services use artificial intelligence and machine learning models, including models provided by third parties, to assist you, for example by matching and classifying assets and records, flagging anomalies, summarizing information, and drafting text ("AI-Assisted Features"). AI-Assisted Features can produce output that is inaccurate, incomplete, or inconsistent, and their output is decision support for you and your Authorized Users, who remain responsible for any decision or action taken on it. Prompts your Authorized Users submit to AI-Assisted Features and the outputs they return are Customer Data, and our processing of Customer Data through AI-Assisted Features, including through third-party model providers under zero-data-retention terms, is governed by Section 8 and the Data Processing Addendum.

A "participating jurisdiction" is a state or local tax jurisdiction that is listed within the Services as accepting filings through Taxscribe at the time you submit a filing; whether, when, and in what form a filing is deemed filed with a jurisdiction is determined by that jurisdiction under its own law. The Services are offered to persons and entities in the United States for filings with participating United States jurisdictions. Persons who access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws.

2. Intellectual Property Rights

Our intellectual property. We are the owner or licensee of all intellectual property rights in the Services, including the software, source code, databases, functionality, forms logic, validation rules, website designs, audio, video, text, photographs, graphics, and documentation in the Services (collectively, the "Content"), and the trademarks, service marks, and logos contained therein (the "Marks"). The Content and Marks are protected by copyright, trademark, and other intellectual property laws of the United States and other jurisdictions. Content does not include Customer Data, which is addressed in Section 8, and does not include a jurisdiction's own forms, instructions, or schedules, which remain that jurisdiction's.

Your license. Subject to your compliance with these Legal Terms, the End User License Agreement, and any Ordering Document, we grant you a non-exclusive, non-transferable license, revocable only as provided in Section 14, during the term of your account or subscription to access and use the Services, and to download or print any portion of the Content to which you have properly gained access, solely for your internal business or governmental purposes, which include: for a Pro Customer, preparing and submitting listings and related filings for yourself and, where you are a tax professional, service provider, or other organization acting for others, for your clients in the ordinary course of your business, including for a fee, and receiving and managing the jurisdiction communications and records that relate to those filings; and for a Gov Customer, the performance of your official listing, assessment, audit, discovery, collection, and compliance functions, the provision of those functions to the constituents and jurisdictions you serve, and the exchange of information with any other government entity with which you share information under law, interlocal agreement, or a data-sharing arrangement authorized by your law. This license extends to your Authorized Users. "Authorized Users" means your employees and contractors (and, for a Gov Customer, your officials, contract auditors, and other service providers engaged by you, and their employees) who are acting within the scope of their duties for you and whom you have provisioned with credentials within the license limits stated in your Ordering Document, where you have one.

Except as expressly provided in this Section 2, the End User License Agreement, or an Ordering Document, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission. We reserve all rights not expressly granted to you.

If you believe that material we publish on the Website infringes a copyright you own or control, please notify us as described in Section 13.

3. User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit is true, accurate, current, and complete, and you will keep it so; (2) if you are accepting these Legal Terms or an Ordering Document on behalf of a Customer, you have authority to do so; (3) you will not access the Services through automated or non-human means except through the application programming interfaces, integrations, and bulk-loading and export functions that we provide within the Services or approve in writing; (4) you will not use the Services for any illegal or unauthorized purpose; (5) your use of the Services will not violate any applicable law or regulation, including laws governing the confidentiality of tax information; and (6) where you submit information about a client or any other person, you are authorized by that person or by law to submit it, to receive communications from the jurisdiction about it, and to grant the license in Section 8 with respect to it.

If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate the affected account in accordance with Section 14.

4. User Registration

Access to the Services requires an account. You are responsible for maintaining the confidentiality of your credentials, including the authentication tokens the Services issue to your credentials for application programming interface access, and for all activities that occur under your account and your Authorized Users' accounts, except to the extent an activity results from our failure to maintain reasonable security. You must notify us promptly at contact@reason.consulting of any unauthorized use of your account or any other breach of security of which you become aware.

5. Purchases and Payment

Taxscribe Pro. Pro Customers purchase filing credits ("Credits") through the Website by payment card. Card payments are processed by Stripe, Inc. ("Stripe") under Stripe's terms and privacy policy; we do not receive or store your full card number. By submitting payment information you authorize us, through Stripe, to charge the card you provide for the Credits you purchase and any applicable taxes. Prices for Credits are stated on the Website at the time of purchase in U.S. dollars, and you agree to provide current, complete, and accurate purchase and billing information. A Pro Customer may also purchase Credits or a subscription under an Ordering Document, in which case the invoice terms below apply. We may change the published price of Credits at any time on notice; the change does not affect Credits you have already purchased. Any refund of Credits that these Legal Terms provide for or that we approve is made to the original payment method through Stripe, or by check or ACH where that is not possible, within thirty (30) days of the event or approval giving rise to the refund. If you believe a charge is in error, please contact us at contact@reason.consulting before disputing it with your card issuer; if a charge for Credits is reversed by chargeback after the Credits have been used, the reversed amount is an unpaid fee for purposes of Section 14(c), and we may suspend further purchases and filings until it is resolved.

Taxscribe Gov. We license Taxscribe Gov only to government entities. Taxscribe Gov is sold under an Ordering Document for an annual license fee, for a term of one or more years, invoiced annually in advance unless the Ordering Document provides otherwise. Invoiced fees are payable within the period stated on the invoice, or if none is stated, within thirty (30) days of the invoice date, in U.S. dollars by check, ACH, wire, or other method we accept. We do not process payment cards for Taxscribe Gov. You agree to provide a purchase order number where your procurement rules require one and to notify us promptly of any change to your billing information.

Taxes and errors. Sales, use, and similar taxes are excluded from our fees; where you are exempt, you agree to provide a valid exemption certificate on request. Fees stated in an accepted Ordering Document are fixed for the committed term stated in it and may be changed only by a written amendment signed by both parties. We may correct a clerical error in an invoice only to conform it to your Ordering Document.

6. Credits, Subscriptions, and Cancellation

Credits. A Credit is deducted from your balance when a filing or other item that the Website identifies as consuming Credits is successfully created in the Services, whether or not you go on to submit it, and Credits are not returned because a filing is not submitted, is rejected, or is returned for correction by a jurisdiction. Purchased Credits do not expire, are not transferable to another account or person except as Section 24 permits, and are not redeemable for cash. Credits are non-refundable except that (a) if we terminate your account without cause under Section 14(e) or discontinue the Services under Section 15, we will refund the purchase price of Credits that remain unused at the effective date, and (b) in any other case we may, in our sole discretion, approve a written refund request you submit to contact@reason.consulting. Unused Credits are forfeited when we terminate your account for your material breach or when you close your account voluntarily, so you should use or request a review of your balance before closing your account. Credits purchased at a given price remain usable at that price regardless of later price changes, and an increase in the number of Credits an item consumes does not apply to Credits you have already purchased. We will give Pro Customers at least thirty (30) days' notice before increasing the Credits an item consumes or reducing any limit we publish for the Services. Where an account has had no activity for three (3) years, we may contact you at the email address associated with the account, and we will treat unused Credits in dormant accounts as any applicable unclaimed property law requires.

Taxscribe Gov license. A Gov Customer's license covers the jurisdictions, modules, and any usage limits stated in its Ordering Document, and the Ordering Document defines how any limits are counted. Your administrators may deactivate a named Authorized User and reassign that access to another individual at any time without additional charge. If your usage exceeds a limit stated in your Ordering Document, we will notify you, and you may purchase additional capacity through an amended or new Ordering Document; we will not disable access for an overage without first giving you a reasonable opportunity to do so, and exceeding a limit is a commercial matter addressed under this Section 6 and is not by itself a violation of the Acceptable Use Policy.

Term and renewal. A Gov Customer's subscription runs for the term stated in its Ordering Document. Where the Ordering Document states a multi-year committed term, each subsequent year of that term is part of the same subscription and is not a renewal, and a purchase order or funding confirmation you issue for a subsequent year is an administrative payment step subject only to Section 27 (non-appropriation). We do not automatically renew a subscription beyond its committed term; renewal occurs only upon a renewal Ordering Document, purchase order, or other written confirmation from you. A Pro Customer's account has no committed term unless an Ordering Document provides one.

Cancellation. A Pro Customer may close its account at any time through the account settings or by written notice; unused Credits are not refunded on a Pro Customer's voluntary closure except as the Amendments paragraph above provides, and you should export your filing records before closing your account. A Gov Customer may cancel a subscription by giving written notice, and cancellation takes effect at the end of the then-current committed term unless the Gov Customer terminates earlier under Section 14, in which case Section 14 governs the effective date and any refund. Except as provided in Sections 14, 15, 21, and 27, Section 7.4 of the Data Processing Addendum, or your Ordering Document, fees are non-refundable, and no refund or credit is given for partial subscription periods or unused capacity.

Fee changes. Fees for a renewal term are as stated in the renewal Ordering Document. We will endeavor to provide renewal pricing at least sixty (60) days before the end of your then-current term. Fees for a committed term stated in an accepted Ordering Document will not change during that term.

7. Prohibited Activities

You may access and use the Services only for the purposes for which we make them available. Our Acceptable Use Policy, posted on the Website and incorporated into these Legal Terms, states the activities that are prohibited when using the Services. Nothing in the Acceptable Use Policy prohibits any use expressly licensed under Section 2, the End User License Agreement, or your Ordering Document, including a Pro Customer's filing on behalf of clients for a fee, the use of the application programming interfaces, bulk-loading, integration, and export functions that we provide within the Services or approve in writing within their published rate limits, a Gov Customer's use of the Services in the ordinary course of its governmental functions, the processing of records concerning clients, taxpayers, and businesses that you are authorized to hold and submit, and the retrieval and export of your own Customer Data and outputs. Application programming interface access uses the same authenticated credentials as your Authorized Users, and the third-party services the Services connect to are subject to their own terms. We will respond to a written request to approve an additional interface, integration, or tool within fifteen (15) business days and will not unreasonably withhold approval.

8. Customer Data; Ownership and Confidentiality

Definition. "Customer Data" means all data, records, documents, files, and other information submitted, uploaded, imported, generated within, or processed through the Services by or for you or your Authorized Users, including business personal property listings, extension requests, schedules, fixed-asset and depreciation data, business and taxpayer identifying information, client information entered by a professional filer, jurisdiction correspondence and determinations relating to your filings, a Gov Customer's listing, account, and assessment records and notes, supporting documents, prompts and instructions that you or your Authorized Users submit to AI-Assisted Features and the outputs they return, and the personal information contained in any of them, together with outputs the Services generate from that information for you. Customer Data does not include (a) Feedback (Section 9); (b) Account Information, meaning the registration, contact, credential, authentication, billing, and support-communication information of your Authorized Users and administrators, and logs of Authorized User authentication and activity in the Services, which we process as described in the Privacy Policy and protect as your confidential business information; or (c) de-identified, aggregated statistics about Authorized Users' use of the features of the Services, such as login counts, feature usage, and filing volumes, that are not derived from the content of any record and that do not identify you, any client, taxpayer, business, individual, or contractor.

Ownership. As between you and us, you retain all right, title, and interest in and to Customer Data. We acquire no ownership interest in Customer Data under these Legal Terms. You grant us a non-exclusive, royalty-free license during the term to host, store, copy, transmit, process, display, and back up Customer Data within the United States solely as necessary to (a) provide, maintain, and secure the Services, including transmitting your filings to the jurisdictions you designate, (b) fulfill our obligations under these Legal Terms and your Ordering Document, (c) comply with applicable law, and (d) carry out your written instructions. You represent that you have the right and authority under applicable law to submit Customer Data to the Services and to grant this license, and we represent that we will handle Customer Data in compliance with the laws applicable to a service provider holding it.

Filing transmission. When you or your Authorized Users submit a filing through the Services to a jurisdiction, you direct us to deliver that filing and its contents to that jurisdiction, and the jurisdiction receives and holds the filed record under its own law, including its public records, confidentiality, and retention laws. That delivery is a disclosure you have directed under this Section 8 and not a sale or a breach of confidentiality. After delivery, the jurisdiction's copy of the filed record is that jurisdiction's Customer Data where it is a Gov Customer, and is otherwise outside the Services and these Legal Terms, and your own copy of the filing remains your Customer Data. Taxscribe Pro and Taxscribe Gov operate on a shared data layer, so a filing is delivered to a participating jurisdiction at the moment you submit it: there is no separate transmission step that can fail, and a filing that has not been submitted appears in your account as not submitted. We record the date and time of each submission in Coordinated Universal Time and display it to you and to the jurisdiction in the jurisdiction's local time, and that submission record is available to you within the Services and to a Gov Customer for the filings submitted to it. A submitted filing may be amended or resubmitted only where the receiving jurisdiction requests or permits it, and each resubmission is recorded individually; we relay to the account that submitted a filing any request for correction or resubmission that the jurisdiction makes through the Services. Whether a filing is timely, complete, or accepted is determined by the jurisdiction under its own law, and we are not responsible for a jurisdiction's handling of a filing after submission. If the Services are unavailable before a deadline, you remain responsible for filing by other means, and we will provide on request a written record of your account's submission activity for the period concerned.

Confidentiality. Customer Data is your confidential information. We recognize that Customer Data includes tax listings, returns, filings, and taxpayer information that is confidential under state and federal law, including records subject to the confidentiality provisions of state revenue and property tax statutes. Our personnel with access to Customer Data are bound by written confidentiality obligations covering that information, and where a Gov Customer's law requires a contractor's personnel to execute a prescribed confidentiality acknowledgment or certification, we will execute it as part of your Ordering Document. We will not disclose Customer Data except (a) to your Authorized Users, the recipients you designate, and the jurisdictions to which you direct filings; (b) to our service providers who access Customer Data only to help us provide the Services and who are bound by written confidentiality and data protection obligations no less protective than these or, in the case of an infrastructure, payment, or model provider whose terms are not individually negotiable, that we have reasonably determined provide substantially equivalent protection, in each case as Section 7 of the Data Processing Addendum provides; (c) as required by law, subpoena, or court order, in which case we will give you prompt notice where legally permitted so that you may seek a protective order, and we will disclose only what we are legally compelled to disclose; (d) with your written consent; or (e) to the extent reasonably necessary to establish, exercise, or defend legal claims arising out of these Legal Terms or the Services, subject to protective measures appropriate to confidential tax information. We do not sell Customer Data. We do not use Customer Data for advertising or marketing. We do not use Customer Data, or any data derived from it, to train, tune, or improve any third-party or general-purpose model, and we do not use one customer's Customer Data to configure, tune, or improve the Services for any other customer. We may use your Customer Data to configure and tune the prompts, settings, and features that the Services use for your own account, so that the Services work with your records and your practices; that use is part of providing the Services to you, its results are used only for your account, and we stop and discard those configurations when your subscription ends as Section 9 of the Data Processing Addendum provides. Where features of the Services use third-party artificial intelligence model providers, we engage those providers only under zero-data-retention terms: they receive Customer Data only in the requests we make to them to provide the Services to you, may not use it to train or improve their models, and do not retain it after the request is processed, as Section 7 of the Data Processing Addendum provides. Nothing in this paragraph prevents us from correcting an error you report or from using Feedback as Section 9 provides.

Reserved right to review. Our personnel cannot view your Customer Data through the Services unless your designated administrator invites our support personnel into your organization's account, which you control and may revoke at any time; support access under such an invitation is limited to the records the request concerns and the personnel assigned to it. Apart from that, access to Customer Data is limited to a small number of United States-based production engineers with privileged database access, who may access Customer Data only (a) as reasonably necessary to protect the security, integrity, and availability of the Services and their users, including to detect and respond to security threats, malware, fraud, or misuse, or to restore the Services, in each case limited to what is necessary for that purpose; (c) as necessary to transmit, validate the format of, and confirm delivery of the filings you submit; or (b) as clause (e) of the preceding paragraph permits. We verify compliance with license limits and the Acceptable Use Policy through account, Credit, and usage metadata rather than by reviewing the content of Customer Data. Privileged database access is logged, and we will provide the relevant records to you in connection with a Security Incident affecting your Customer Data. Any such access is subject to the confidentiality obligations in this Section 8.

Government records. Where Customer Data consists of a Gov Customer's records, including the filed copy of a filing delivered to it, we hold those records as a service provider to that entity; a Pro Customer's own copy of its filing remains the Pro Customer's Customer Data and is not held for the jurisdiction. Nothing in these Legal Terms transfers custody or control of public records away from the entity that owns or is responsible for them under applicable law, and we will reasonably cooperate with a Gov Customer, at its request, in responding to public records requests, litigation holds, and record retention requirements that apply to Customer Data in our possession. We will not delete Customer Data during the term of your account or subscription except on your instruction or through functions you or your Authorized Users operate.

Data firewall. Company is affiliated with a firm that provides audit, discovery, valuation, and related professional services to government entities, as disclosed in Section 25. Company and each affiliate are separate corporate entities, and neither has access to the other's data or systems. For purposes of these Legal Terms, "affiliate" means the firm described in Section 25 and any entity that controls, is controlled by, or is under common control or common majority ownership with Company. Customer Data, and any information derived from it, including de-identified or aggregated information and the fact that any business, taxpayer, or filer has or has not filed, amended, or requested an extension through the Services, will not be used in, disclosed for, or made available to any audit engagement, audit bid, proposal, or other professional services engagement of Company or any affiliate, except as required by law, as you direct in a writing signed by your authorized representative rather than an individual Authorized User, or with your written consent given in the same manner. A jurisdiction receives the listing you file with it whatever channel you use, and the Data Firewall governs our copy of it and our systems. Delivery of a filing to the jurisdiction you designate under the Filing transmission paragraph is therefore not a disclosure by us to an affiliate. Where a jurisdiction engages an affiliate as its contract auditor, any access the affiliate has to filed records is granted by the jurisdiction under its own law and controls, not by us, and we will not provide an affiliate, through Taxscribe Pro, through Account Information, Credit, or usage records, or otherwise, with any information about a filer or a filing that the jurisdiction would not itself have received from the filing. Professional services that Company itself performs for you in connection with the Services under your Ordering Document, such as implementation, data migration, configuration, and training, are not restricted by this paragraph. Access that you yourself grant to affiliate personnel by provisioning them as your Authorized Users is under your control and is not a disclosure by us. We maintain administrative and technical controls to enforce this restriction, described in Section 4.4 of the Data Processing Addendum, and we will describe them to you in further detail on request. No affiliate has access to our production systems or to Customer Data.

Export and return. You may export your Customer Data from the Services at any time during the term using the export functions we make available, and Pro Customers can access and export their prior filings for as long as their account remains open. For sixty (60) days after termination or expiration of your account or subscription, you may request, and we will provide within thirty (30) days of your request, a copy of your Customer Data in documented, commonly used, machine-readable electronic formats, including filings, schedules, jurisdiction correspondence, and uploaded documents in their original file formats, at no additional charge. We will not delete Customer Data during that sixty (60) day window or while a request made within it is pending. After that period, we will remove your Customer Data from our live systems within ninety (90) days after you request it in writing, and otherwise we retain it, which may be in offline or archival storage for a retired account, for up to seven (7) years and then delete it, in each case as provided in Section 9 of the Data Processing Addendum and your Ordering Document and subject to applicable law, any legal hold, and any record retention obligation you have notified us of in writing. Our backups are immutable and are retained for seven (7) years; Customer Data in backups is not restored to a live environment except to recover the Services or as law or a legal hold requires, and remains subject to this Section 8. The obligations in this Section 8 survive termination for so long as we retain any Customer Data.

9. Feedback

If your designated administrator or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback about the features or functioning of the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and incorporate that Feedback into our products and services without obligation to you. Feedback does not include Customer Data, tax positions, filing methodology, client information, or other know-how of you or of any contractor whose personnel are Authorized Users, and nothing in this Section grants us any right in Customer Data or that know-how. Please do not include confidential taxpayer information or other personal information in Feedback.

10. Third-Party Websites and Content

The Services may contain links to other websites ("Third-Party Websites"), including the websites of participating jurisdictions and of Stripe, and may display or integrate forms, instructions, data, or other content from third parties ("Third-Party Content"). We do not investigate, monitor, or verify Third-Party Websites or Third-Party Content for accuracy, appropriateness, or completeness, and we are not responsible for them. Inclusion of or linking to Third-Party Content does not imply approval or endorsement by us. Your use of Third-Party Websites is at your own risk and is governed by their terms and policies.

11. Services Management

We reserve the right, but not the obligation, to (1) monitor the Services for violations of these Legal Terms and the Acceptable Use Policy, using account, Credit, and usage metadata as Section 8 provides; (2) take appropriate action against anyone who, in our reasonable discretion, violates the law or these Legal Terms, including reporting such user to law enforcement; (3) apply the storage, rate, and usage limits stated in your Ordering Document or published within the Services, after notice to you and a reasonable opportunity to export or to purchase additional capacity, and never by deleting Customer Data during the term without your written instruction; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate their proper functioning. Any action under this Section 11 involving Customer Data is subject to Section 8.

12. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy, posted on the Website, which describes the personal information we collect from visitors and account holders and, separately, the information we process on behalf of our customers. The Privacy Policy is incorporated into these Legal Terms; our contractual obligations with respect to Customer Data are stated in Section 8 and the Data Processing Addendum, which control over the Privacy Policy to the extent of any conflict. The Services are hosted in the United States. If you access the Services from any other region with laws governing personal data collection, use, or disclosure that differ from those of the United States, you consent to the transfer of your data to and its processing in the United States.

13. Copyright Complaints

This Section 13 applies to Content we publish on the Website. If you believe that material we publish on the Website infringes a copyright you own or control, notify our Designated Copyright Agent with the information required by 17 U.S.C. 512(c)(3), and we will respond in accordance with that statute. Please be advised that under 17 U.S.C. 512(f) you may be liable for damages if you materially misrepresent that material is infringing. Customer Data is held as a service provider under Section 8; we will not remove, disable, or disclose Customer Data in response to a third-party infringement claim except as Section 8 provides, and we will refer any such claim to the Customer that controls the Customer Data and act on its written instructions.

Designated Copyright Agent. Jeffrey Schwartz, Attn: Copyright Agent, 6100 Fairview Road, Suite 1135, Charlotte, NC 28210, United States; email jjs@schwartz-iplaw.com.

14. Term and Termination

These Legal Terms remain in full force and effect while you hold an account or use the Services and for the term of any subscription stated in your Ordering Document.

Trial and unpaid access. If you have been given trial, evaluation, or other unpaid access to the Services, or hold a Pro account with no purchased Credits and no filings, we may end that access on ten (10) business days' notice, or immediately where reasonably necessary to address a security threat or a violation of the Acceptable Use Policy, and without liability. Section 8 applies in full to Customer Data submitted during trial or evaluation access, including export and return. A Gov Customer must not submit Confidential Tax Information, as defined in the Data Processing Addendum, during trial or evaluation access unless a signed evaluation agreement or Ordering Document provides for it. Customer Data that a Pro Customer enters before purchasing Credits is protected by Section 8 and the Data Processing Addendum from the moment it is submitted.

Paying Customers. For Customers with purchased Credits or a paid subscription, (a) we may terminate these Legal Terms and your account or subscription for material breach only if the breach remains uncured thirty (30) days after we give you written notice describing it, or immediately on notice if the breach is incapable of cure or involves a violation of the intellectual property restrictions in Section 2 or the End User License Agreement, fraud, or the submission of filings you are not authorized to make; (b) we may suspend access immediately, on notice, where reasonably necessary to address a security threat, unlawful use, or a violation of the Acceptable Use Policy that threatens the Services, a jurisdiction, or other customers, limited to the affected Authorized User or feature where that is sufficient to address the threat, and we will restore access promptly once the condition is resolved; (c) we may suspend access for nonpayment of invoiced fees, other than amounts you have disputed in good faith by written notice identifying the amount and the basis for the dispute, that remain outstanding more than sixty (60) days after the invoice due date and thirty (30) days after we give you written notice of nonpayment, and we will restore access promptly on payment; (d) you may terminate these Legal Terms for our material breach if the breach remains uncured thirty (30) days after you give us written notice describing it; (e) if you are a Pro Customer, either party may terminate these Legal Terms without cause on sixty (60) days' written notice, except that where a Pro Customer's Ordering Document states a committed term neither party may terminate without cause during that term except as the Ordering Document or Section 15 provides; (f) if you are a Gov Customer, you may terminate these Legal Terms for convenience at any time on sixty (60) days' written notice; and (g) if you are a Gov Customer, you may terminate for non-appropriation as Section 27 provides. We do not terminate a Gov Customer's Legal Terms without cause; our only rights to end a Gov Customer's subscription are termination for material breach under clause (a) and discontinuance of the Services under Section 15. If we terminate a Pro Customer under clause (e), your purchased Credits remain usable through the notice period, we will refund the purchase price of any Credits that remain unused at the effective date of termination, and we will refund any prepaid subscription fees attributable to the period after that date. If you terminate under clause (d), (f), or (g), we will refund the prepaid subscription fees attributable to the period after the effective date of termination, you will pay for Services delivered through that date, and a Pro Customer terminating under clause (d) may request a refund of unused Credits under Section 6. If we terminate under clause (a), or a Pro Customer terminates under clause (e) or closes its account, prepaid fees are not refunded except as your Ordering Document or applicable law requires, and unused Credits are forfeited as Section 6 provides. Fees continue to accrue during a suspension under clause (b) or (c). No suspension under this Section restricts your ability to export Customer Data, and where a suspension would prevent you from meeting a filing deadline within the next ten (10) business days we will, where the suspension is not for a security threat, unlawful use, or a violation of the Acceptable Use Policy, permit you to complete and export filings already in progress.

Effect of termination. Upon termination, your and your Authorized Users' right to access the Services ends, subject to your export rights under Section 8, which survive for sixty (60) days after termination. If we terminate your account or subscription for a material breach, you may not obtain new access to the Services without our written consent. In addition to terminating or suspending your account, we reserve the right to pursue appropriate legal remedies.

Survival. Sections 2 (as to restrictions), 8, 9, 16, 17, 19, 20, 21, 22, 24, 25, and 27, and any other provision that by its nature should survive, survive termination or expiration of these Legal Terms.

15. Modifications and Interruptions

We reserve the right to change, modify, or remove features of the Services at any time for any reason, provided that we will not materially reduce the core functionality of the Services during a committed subscription term without your consent, and provided that if we remove support for a jurisdiction to which you have filed in the preceding twelve (12) months we will give you at least sixty (60) days' notice where the removal is within our control and, where a jurisdiction itself ceases to participate, we will notify you promptly after we learn of it and will continue to make your prior filings to that jurisdiction available to you for export. We also reserve the right to discontinue the Services in their entirety on at least one hundred eighty (180) days' notice, in which case prepaid fees for the period after the discontinuance date and the purchase price of unused Credits will be refunded and your export rights under Section 8 apply; any removal of part of the Services during a committed term is subject to the preceding sentence.

We cannot guarantee that the Services will be available at all times. We may experience hardware, software, or other problems, or need to perform maintenance, resulting in interruptions, delays, or errors, and a jurisdiction's own systems may be unavailable to receive filings. We will use reasonable efforts to schedule planned maintenance outside normal business hours and away from listing and extension deadlines in the jurisdictions the Services support, and to give advance notice of planned maintenance within the Services or by email. Except for the support described in Section 26, the warranty in Section 8.1 of the End User License Agreement, the safeguards required by Section 5 of the Data Processing Addendum, and any commitment stated in an Ordering Document, nothing in these Legal Terms obligates us to supply any particular correction, update, release, or feature or to meet any service level, and no statement on the Website is a service level commitment. Subject to Section 14, Section 20, and any service level commitment in your Ordering Document, we will have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance, and you remain responsible for filing by other means where the Services are unavailable before a deadline.

16. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of North Carolina applicable to agreements made and to be entirely performed within North Carolina, without regard to its conflict of law principles, subject to Section 27.

17. Dispute Resolution

Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (a "Dispute"), the parties agree to first attempt to negotiate any Dispute informally and in good faith for at least thirty (30) days before initiating arbitration or litigation, except for an action described in clause (b) of the Exceptions paragraph below. Informal negotiations commence upon written notice from one party to the other describing the Dispute and the relief sought.

Binding arbitration. Except as provided in this Section 17, any Dispute that is not resolved through informal negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator. The arbitration will be seated in Mecklenburg County, North Carolina, and may be conducted by videoconference where the arbitrator permits. The arbitrator will apply North Carolina law and the Federal Arbitration Act, and judgment on the award may be entered in any court of competent jurisdiction. If for any reason a Dispute proceeds in court rather than arbitration, it will be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina, and the parties consent to the personal jurisdiction of those courts, subject to Section 27.

Restrictions. THE PARTIES AGREE THAT ANY ARBITRATION OR PROCEEDING WILL BE LIMITED TO THE DISPUTE BETWEEN THE PARTIES INDIVIDUALLY. TO THE FULLEST EXTENT PERMITTED BY LAW, NO ARBITRATION OR PROCEEDING WILL BE JOINED WITH ANY OTHER, AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES.

Exceptions. This Section 17 does not require arbitration of, and either party may bring in court, (a) an individual action in small claims court within that court's jurisdictional limits, and (b) an action for injunctive or other equitable relief to protect its intellectual property rights, to protect the confidentiality of Customer Data, or to compel the return of, preservation of, or access to Customer Data. The arbitration agreement and the class action waiver in this Section 17 do not apply to any Customer that is a federal, state, or local government entity, or to the extent the law applicable to a Customer prohibits them; for those Customers, Disputes not resolved informally will be resolved in court as provided in Section 27.

Claims period. Except for Customers that are government entities and except where prohibited by applicable law, any claim arising out of or relating to these Legal Terms or the Services must be commenced within one (1) year after the claim accrues, or it is permanently barred.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Legal Terms.

18. Corrections

There may be information on the Website or in the Services that contains typographical errors, inaccuracies, or omissions, including in descriptions, pricing, availability, and other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Website at any time, without prior notice, but not as to any fee, term, or commitment stated in an accepted Ordering Document or the price of Credits already purchased.

19. Disclaimer

EXCEPT AS EXPRESSLY STATED IN THE END USER LICENSE AGREEMENT, THE DATA PROCESSING ADDENDUM, OR AN ORDERING DOCUMENT, THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE SERVICES, OF ANY FORM, CALCULATION, VALIDATION, OR OTHER OUTPUT, OR OF ANY THIRD-PARTY CONTENT, AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR OUTPUTS, (2) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND ANY INFORMATION STORED THEREIN, EXCEPT TO THE EXTENT CAUSED BY OUR BREACH OF SECTION 8, SECTION 22, OR SECTION 5 OF THE DATA PROCESSING ADDENDUM AND SUBJECT IN ALL CASES TO SECTION 20, (3) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (4) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (5) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR OUTPUT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR OUTPUT MADE AVAILABLE THROUGH THE SERVICES, OR (6) ANY ACT, OMISSION, DETERMINATION, DELAY, OR SYSTEM UNAVAILABILITY OF ANY JURISDICTION. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEBSITE.

THE SERVICES ARE TOOLS TO PREPARE, TRANSMIT, AND MANAGE FILINGS AND DO NOT CONSTITUTE TAX PREPARATION, TAX ADVICE, AN ASSESSMENT, AN APPRAISAL, OR A DETERMINATION OF TAX LIABILITY. WE DO NOT GUARANTEE THAT ANY JURISDICTION WILL ACCEPT, PROCESS, OR TIMELY RECEIVE A FILING. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND TIMELINESS OF YOUR FILINGS AND FOR ANY DECISION, POSITION, OR ACTION YOU TAKE ON THE BASIS OF AN OUTPUT.

NOTHING IN THIS SECTION 19 LIMITS OUR OBLIGATIONS UNDER SECTION 8 OR THE DATA PROCESSING ADDENDUM OR OUR RESPONSIBILITY FOR OUR OWN GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

20. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE, TAX PENALTIES, INTEREST, OR ASSESSMENTS RESULTING FROM A LATE, REJECTED, INACCURATE, OR INCOMPLETE FILING, ARISING OUT OF OR RELATING TO THESE LEGAL TERMS, THE SERVICES, OR CUSTOMER DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 20 DO NOT APPLY TO (A) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR (B) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. OUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 21 ARE SUBJECT TO THE AGGREGATE LIMITATION IN THIS SECTION 20. THE REASONABLE COSTS OF RESTORING OR RE-CREATING CUSTOMER DATA LOST OR CORRUPTED AS A RESULT OF OUR BREACH OF SECTION 22 ARE DIRECT DAMAGES FOR PURPOSES OF THIS SECTION 20.

21. Indemnification

By Customer. To the extent permitted by the law applicable to you, you agree to defend, indemnify, and hold us harmless, including our officers, directors, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of (1) your material breach of these Legal Terms; (2) your violation of applicable law; (3) your violation of the intellectual property or other rights of a third party; (4) Customer Data submitted to the Services in violation of these Legal Terms or applicable law, including a filing submitted for a client or other person without authority; or (5) the content, accuracy, timeliness, or tax positions of any filing you or your Authorized Users submit, or any assessment, determination, notice, collection, or enforcement action a Gov Customer or its Authorized Users take or decline to take, including any taken on the basis of an output of the Services, in each case except to the extent the claim results from our breach of these Legal Terms, a defect in the Services, or our failure to deliver a filing as Section 8 provides. Each party will give the other prompt written notice of any claim for which it seeks indemnification and reasonable cooperation in its defense. Neither party will settle a claim in a manner that imposes any obligation or admission on the other without the other's prior written consent, not to be unreasonably withheld.

By Company. We will defend you against any claim, suit, or proceeding brought by a third party alleging that the Services, as provided by us and used in accordance with these Legal Terms, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and we will pay the damages, costs, and reasonable attorneys' fees finally awarded against you by a court of competent jurisdiction or agreed by us in settlement. This obligation does not apply to the extent a claim arises from (a) Customer Data, (b) modification of the Services by anyone other than us or at our direction, (c) combination of the Services with products, data, or processes not provided or approved by us, where the claim would not have arisen but for the combination, (d) use of the Services outside the scope of these Legal Terms or after we have notified you to cease use because of a claim, or (e) continued use of a version of the Services after we have made available a non-infringing version with materially equivalent functionality. If the Services are, or in our opinion are likely to be, held to infringe, we may at our option and expense (i) procure for you the right to continue using the Services, (ii) modify or replace the Services so that they are non-infringing while providing materially equivalent functionality, or (iii) if neither of the foregoing is commercially reasonable, terminate your account or subscription and refund the prepaid fees attributable to the unexpired portion of the committed term and the purchase price of unused Credits. You must give us prompt written notice of the claim, sole control of its defense and settlement (provided that we will not settle a claim in a manner that imposes an obligation or admission on you without your consent, not to be unreasonably withheld), and reasonable cooperation at our expense. This Section 21 states our entire liability and your exclusive remedy for any claim of infringement or misappropriation, and our obligations under it are subject to Section 20.

22. User Data and Backups

We maintain daily backups of the Customer Data held in our databases, and administrative, technical, and physical safeguards designed to protect its security, confidentiality, and integrity, as required by Section 5 of the Data Processing Addendum and any security commitments in your Ordering Document. Files that you or your Authorized Users upload to the Services are held in redundant cloud object storage but are not currently included in our backup snapshots, so you should retain your own copies of uploaded files. The Security Overview posted on the Website describes our current practices for your information and is not a warranty or contractual commitment except to the extent the Data Processing Addendum or an Ordering Document expressly refers to it. You remain responsible for the accuracy and completeness of the Customer Data you submit, for retaining your own copies of filings and supporting records as the law applicable to you or your clients requires, and, for a Gov Customer, for maintaining your own source records as your record retention laws require. Subject to Section 8 and Section 20, our liability for loss or corruption of Customer Data is reduced to the extent the loss or corruption was caused by your acts or omissions.

23. Electronic Communications, Transactions, and Signatures

Visiting the Website, sending us emails, completing online forms, and submitting filings constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email or within the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, FILINGS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. Where a jurisdiction provides us with a prescribed affirmation, declaration, or signature block for a filing, the Services present it before submission, record the signer's name, stated capacity, and the date and time of signing, and deliver that record with the filing; you remain responsible for meeting any signature, attestation, or declaration requirement that a jurisdiction imposes and that the Services do not capture. Nothing in this Section waives any signature, approval, procurement, or record retention requirement that a government entity is not permitted to waive under the law applicable to it.

24. Miscellaneous

Entire agreement and order of precedence. These Legal Terms, together with the documents incorporated by reference and any Ordering Document, constitute the entire agreement between you and us regarding the Services. In the event of a conflict among them, the following order of precedence applies: (1) a signed written agreement or accepted Ordering Document between your organization and us, including any Data Processing Addendum executed as part of it; (2) these Terms and Conditions; (3) the End User License Agreement; and (4) the Acceptable Use Policy, the Data Processing Addendum where not executed as part of an Ordering Document, and our other posted policies, including the Privacy Policy, Cookie Policy, Disclaimer, Security Overview, and Accessibility Statement, provided that the specific data-protection terms of the Data Processing Addendum control over general provisions of the other posted policies on the same subject.

Waiver. Our failure to exercise or enforce any right or provision of these Legal Terms does not operate as a waiver of it.

Assignment. Neither party may assign these Legal Terms without the other's prior written consent, which will not be unreasonably withheld, except that a Pro Customer may transfer its account and unused Credits to a successor to its business on notice to us, and except that we may assign them, on notice to you, to a successor in connection with a merger, acquisition, or sale of all or substantially all of the assets to which these Legal Terms relate, provided the assignee assumes our obligations, including those in Sections 8 and 25, and provided that no assignment will be made to an affiliate that performs audit, discovery, valuation, or related professional services for government entities without your written consent.

Force majeure. Neither party is liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including the unavailability of a jurisdiction's systems, provided that we will use commercially reasonable efforts to restore the Services and Customer Data from backups following such an event.

Severability. If any provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of the remaining provisions.

No agency. No joint venture, partnership, employment, or agency relationship is created between you and us by these Legal Terms or your use of the Services, and we do not act as your agent or representative before any jurisdiction by transmitting a filing.

No third-party beneficiaries. A Pro Customer's clients, the persons named in a filing, and the jurisdictions that receive filings (other than as Gov Customers under their own Ordering Documents) are not third-party beneficiaries of these Legal Terms and have no rights under them.

Construction. These Legal Terms will not be construed against either party by virtue of having drafted them.

Notices. Notices to us must be sent by email to contact@reason.consulting and, for notices of breach, termination, or a Dispute, also by mail or courier to our address above. Notices to you of amendment, breach, suspension, termination, discontinuance, a new subprocessor, or a Security Incident will be sent to the notice address and contact stated in your Ordering Document or, where none is stated, to the email and mailing addresses associated with your account, and notice within the Services may supplement but does not replace that notice.

25. Conflict of Interest Disclosure

Company is affiliated with a firm that provides audit, discovery, valuation, and related professional services to state and local government entities, including entities that use the Services and entities that do not, and that firm may audit businesses in jurisdictions that use, or that receive filings through, the Services. The two companies share ownership and certain leadership but are separate corporate entities, and neither has access to the other's data or systems. We disclose this so that you may evaluate it under your own rules before using the Services or entering into an Ordering Document, and a Gov Customer is responsible for determining whether any approval, waiver, information barrier, or further disclosure is required under the law and procurement rules applicable to it. Our commitment that Customer Data and information derived from it will not be used in or made available to any such engagement is stated in the Data Firewall provision of Section 8 and is binding on us. Neither Company nor any affiliate acquires, by reason of any person's use of the Services, any right to restrict that person's or that person's employer's professional services. Any additional conflict of interest, information barrier, or disclosure requirements that a Gov Customer's law or procurement rules impose may be addressed in its Ordering Document.

26. Availability, Support, and Service Levels

Support for the Services, including support hours, channels, response targets, and any uptime or service level commitments and associated remedies, is as stated in your Ordering Document. Where you have no Ordering Document or it does not address support, we will provide email support to your designated administrators during our support hours, which are 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding Company holidays, with extended hours at our discretion during peak periods, and with no response-time commitment. All support is provided by our own employees located in the United States; we do not use call centers or offshore support. Nothing on the Website or in these Legal Terms constitutes a service level commitment except as stated in an Ordering Document.

27. Government Users

If you are a federal, state, or local government entity, or an agency, department, or instrumentality of one, the following applies notwithstanding any other provision of these Legal Terms:

  • Sections 16, 17, 20, and 21, and any other provision requiring you to indemnify us, limiting our liability, specifying governing law or venue, or requiring arbitration or a particular forum, apply to you only to the extent permitted by the laws applicable to you. Where your law requires that disputes be resolved in the courts of your state or under your state's law, that requirement controls, and Disputes not resolved informally under Section 17 will be brought in a court of competent jurisdiction in your state.
  • Nothing in these Legal Terms waives any sovereign or governmental immunity available to you.
  • Your payment obligations are subject to the appropriation of funds and to the procurement and fiscal laws applicable to you. If funds are not appropriated or otherwise made available for a subsequent fiscal period, you may terminate your subscription effective at the end of the last funded period by giving us written notice within thirty (30) days after your governing body adopts a budget that does not fund the Services, without penalty and without any obligation to repay any multi-year discount or other concession applied to periods already paid, provided that you pay for Services delivered through the effective date of termination.
  • Any written agreement between your entity and us, including an Ordering Document, controls over these Legal Terms to the extent of any conflict.
  • Your consent to electronic communications and signatures in Section 23 does not waive any signature, approval, or record retention requirement that you cannot waive under applicable law.
  • Customer Data that constitutes public records under your law remains subject to your public records, retention, and confidentiality laws, and Section 8 is to be read consistently with them.
  • Your Authorized Users are not parties to these Legal Terms and incur no personal obligation or liability under these Legal Terms, the End User License Agreement, the Acceptable Use Policy, or any posted policy by reason of accessing or using the Services within the scope of their duties for you.

Nothing in this Section 27 is intended to limit any right you have under these Legal Terms; where a provision of these Legal Terms is more favorable to you than this Section, that provision applies.

28. Contact Us

To resolve a complaint regarding the Services or to receive further information regarding their use, please contact us at Reason Consulting Corporation, 2820 Selwyn Ave, STE 856, Charlotte, NC 28209, United States, or by email at contact@reason.consulting.