Tax Practice Portal Terms & Conditions

These Terms and Conditions ("Terms") form a binding agreement between Escochecks Inc., doing business through Tax Practice Portal ("TPP," "we," "us," or "our"), and the tax practice, accounting firm, business, or individual professional ("Customer," "you," "your," or "your firm") that registers for or uses Tax Practice Portal and related services (collectively, the "Service").

By creating an account, starting a free trial, purchasing a subscription, accessing the Service, or clicking "I Agree," the individual accepting these Terms represents and warrants that they are at least 18 years old and authorized to bind the Customer to these Terms. If you do not have such authority, you must not accept these Terms on the Customer's behalf.

If you use the Service on behalf of a firm, the firm is the Customer and is responsible for the use of the Service by its authorized users.

"Client Data" means information, documents, tax return information, communications, signatures, and other information that a Customer or its taxpayer clients submit to or exchange through the Service.

"Customer Data" means information concerning the Customer's firm, account configuration, subscription, users, settings, and Service usage that is not Client Data.

"Tax Return Information" means information subject to applicable laws governing tax-return preparer use or disclosure of taxpayer information, including applicable requirements under Internal Revenue Code Section 7216 and related Treasury regulations.

"Subscription" means a paid TPP plan selected by the Customer, including any currently offered Starter, Professional, or Enterprise tier, as described on the Service's pricing page or applicable order form.

"Trial" means the 30-day evaluation period described in Section 6.

"Authorized User" means an individual whom the Customer authorizes to access the Service under the Customer's account.

"Client Portal User" means a taxpayer or other client invited by a Customer to use the client-facing portal.

"Third-Party Service" means an external service, platform, application, payment processor, email provider, accounting platform, tax software, e-signature service, calendar service, or other third-party system connected to or used with the Service.

The Service is designed primarily for tax professionals, CPAs, enrolled agents, accounting professionals, tax practices, and related professional firms.

You must be at least 18 years old and legally capable of entering into a binding agreement.

You are responsible for ensuring that your firm's use of the Service complies with applicable federal, state, local, professional, licensing, recordkeeping, privacy, tax, and ethical requirements applicable to your practice.

TPP is a technology and practice-management service. Unless expressly stated otherwise, TPP is not your tax preparer, accountant, attorney, enrolled agent, or other professional adviser.

You must provide accurate, current, and complete information when registering and must keep that information updated.

A Customer account is intended to represent one practice or firm. You may not create duplicate accounts to circumvent trial, subscription, usage, security, or access restrictions.

The Customer is responsible for maintaining accurate firm information and identifying its authorized Owner and Administrators.

The Customer may invite Authorized Users and assign roles supported by the Service, such as Owner, Administrator, Preparer, Reviewer, Billing, Read Only, or other roles made available by TPP.

The Customer is responsible for:

• assigning appropriate roles and permissions;

• maintaining accurate user information;

• protecting credentials;

• promptly removing access for users who leave the firm;

• ensuring Authorized Users comply with these Terms; and

• maintaining appropriate internal controls over access to Client Data.

Each Authorized User must use only their own credentials and must not share credentials with another person.

TPP's authorization system is designed to scope Customer and Client Data to the applicable firm and authorized user. The Customer must promptly notify TPP of suspected unauthorized access.

Unless otherwise stated on the applicable pricing page or order terms, a new eligible firm account may receive a 30-day free trial.

Trial features are those generally made available by TPP during the applicable trial period. TPP may identify particular features or integrations as unavailable during a trial.

Trial status is associated with the Customer's firm account and is enforced by TPP's servers.

TPP may use reasonable measures to prevent duplicate or abusive trial creation. TPP will make reasonable efforts to avoid incorrectly blocking legitimate firms that share infrastructure or contact information.

TPP may extend a trial at its discretion for onboarding, technical, or support reasons.

If a trial expires without an active paid Subscription, TPP may place the Customer account into a restricted state.

Trial expiration alone does not automatically constitute authorization to delete Client Data.

During a restricted state, TPP may limit production functionality while continuing to permit appropriate access to account information, billing information, support, applicable data-export functionality, Terms acceptance, and subscription upgrade functionality.

Data retention following extended inactivity or termination is governed by Section 35 and the applicable Privacy Policy and retention practices.

Paid Subscription plans and their current features are described on the TPP pricing page or applicable order form.

TPP may offer different feature entitlements by Subscription tier. TPP may restrict access to higher-tier functionality until the Customer selects and pays for the applicable plan.

Plan changes become effective according to the applicable billing flow.

The Customer is responsible for selecting the Subscription appropriate for its needs.

Subscription fees are billed in advance according to the billing interval selected by the Customer.

The Customer authorizes TPP or its authorized payment processor to charge the payment method provided for applicable fees.

TPP may use third-party payment processors, including Stripe or another payment provider designated by TPP. Payment processing may be subject to the processor's separate terms and privacy practices.

The Customer is responsible for maintaining a valid payment method.

Failed payments may result in a Past Due status, restricted functionality, suspension, or termination after applicable notice.

Unless otherwise stated in an applicable order form or required by law, fees paid for a billing period are non-refundable once the period begins.

Unless cancelled before the end of the applicable billing period, a paid Subscription may automatically renew for another billing period of the same duration at the then-current applicable price.

TPP will provide subscription and billing information through the Service, including the applicable plan, billing interval, and next billing information where supported.

The Customer is responsible for reviewing its Subscription and cancelling before renewal when it does not wish to continue.

An Owner or authorized Administrator may change the firm's Subscription through the Service.

An upgrade may take effect immediately after successful payment and confirmation by the applicable payment processor.

A downgrade may take effect at the next applicable billing period unless otherwise stated.

Changing Subscription level does not transfer ownership of Customer Data or Client Data.

An Owner or authorized Administrator may cancel the Subscription through the Service or by contacting TPP through an authorized support or billing channel.

Cancellation normally prevents future renewal charges but does not retroactively cancel the current billing period.

Unless required by law or expressly provided in a separate written policy, TPP does not provide prorated refunds for unused time in a paid billing period.

After the paid period ends, the account may enter a restricted state.

The Customer's Owner or authorized Administrator must accept the current Terms when required by TPP.

TPP may require renewed acceptance when these Terms are materially updated.

TPP may maintain an acceptance record containing the accepting user's identity, date and time, Terms version, and other technical information reasonably necessary to establish the acceptance event.

An electronic acceptance, click-to-accept action, or electronic signature may be used to evidence agreement where legally permitted.

As between the parties, the Customer retains its rights in Customer Data and Client Data.

Subject to these Terms, the Customer grants TPP a limited, non-exclusive right to host, store, process, transmit, display, and otherwise use Customer Data and Client Data only as reasonably necessary to:

• provide the Service;

• maintain and secure the Service;

• authenticate users;

• perform Customer-requested workflows;

• provide support;

• process integrations requested by the Customer;

• prevent fraud and abuse;

• comply with law; and

• perform other activities expressly permitted by these Terms or the applicable Privacy Policy.

TPP does not acquire ownership of Customer Data or Client Data merely because the data is stored or processed through the Service.

The Customer is responsible for determining what Client Data it collects and for obtaining any required taxpayer permissions, consents, notices, authorizations, or disclosures.

TPP will process Client Data according to the Customer's authorized instructions and the Service's functionality, subject to these Terms and applicable law.

The Customer remains responsible for complying with applicable restrictions governing tax-return information, including Section 7216 of the Internal Revenue Code and related Treasury regulations.

TPP will not knowingly use or disclose Tax Return Information for a purpose outside the scope authorized by the Customer and applicable law, except as necessary to provide the Service, protect the Service, comply with law, or as otherwise permitted by applicable law.

Nothing in these Terms authorizes the Customer to use TPP to make an unlawful disclosure or use of taxpayer information.

The IRS states that Section 7216 generally restricts tax return preparers' disclosure or use of tax return information for purposes other than return preparation, subject to specified exceptions and consent requirements. Customers remain responsible for complying with those requirements.

TPP provides technology for practice management, document exchange, communications, workflow, electronic signatures, and related administrative functions.

TPP does not:

• prepare a tax return on the Customer's behalf;

• determine the correctness of a tax position;

• guarantee a tax refund;

• determine whether a return is ready to file;

• determine whether a taxpayer is eligible for a deduction or credit;

• provide legal advice;

• provide accounting advice; or

• replace the professional judgment of a qualified tax professional.

The Customer remains responsible for the accuracy, completeness, review, approval, signature, and timely filing of tax returns and other professional work product.

Where TPP integrates with tax preparation or e-filing software, the integration is provided as a technology connection between systems.

TPP does not guarantee acceptance of an electronically filed return by the IRS, a state taxing authority, or another governmental authority.

An "E-Filed," "Submitted," "Accepted," or similar status displayed by TPP reflects information received or entered through the applicable workflow and does not replace the tax professional's obligation to verify the official filing status.

The Customer is responsible for retaining appropriate evidence of filing and acceptance, including confirmation numbers or acknowledgments where applicable.

TPP may provide document upload, storage, categorization, preview, review, signature-request, versioning, workflow, and audit-history capabilities.

Document status labels such as Pending Review, Requested, Awaiting Signature, Reviewed, Signed, or Completed describe workflow state within TPP and are not a certification of the accuracy, authenticity, completeness, or legal sufficiency of a document.

The Customer is responsible for reviewing documents before relying on them.

The Customer is also responsible for maintaining any records required by applicable tax, professional, regulatory, or legal requirements.

Where the Service provides electronic signature functionality, the parties agree that electronic signatures, electronic records, and click-to-accept actions may be used to the extent permitted by applicable law.

The Customer is responsible for determining when a particular document requires a particular form of signature, consent, disclosure, identity verification, or record retention.

TPP does not guarantee that every document or signature workflow will satisfy every federal, state, professional, or third-party requirement.

TPP may provide in-app, email, and SMS communication functionality between firms and their clients or staff.

Service communications may include account, security, billing, subscription, legal, and operational notices.

Where SMS is enabled, the Customer is responsible for obtaining and maintaining legally sufficient consent for messages it sends to recipients.

Message and data rates may apply to SMS recipients.

SMS consent must be tracked as required by applicable law. Recipients may withdraw SMS consent by using available opt-out mechanisms, including replying STOP where supported.

The Customer is responsible for the content of communications it sends through TPP.

Third-party messaging charges may apply. TPP does not represent that SMS functionality is included without charge unless expressly stated in the applicable Subscription or pricing page.

Where TPP permits a Customer to connect Gmail, Microsoft Outlook, Yahoo, or another supported mailbox, the Customer authorizes TPP to access the information and permissions expressly granted during the connection process.

The Customer is responsible for selecting appropriate mailbox permissions.

TPP will not require the Customer to provide a mailbox password when a supported OAuth authorization flow is available.

A connected mailbox may be disconnected at any time, subject to the Service's functionality.

Disconnecting a mailbox stops future access through that integration but may not delete communications or records already imported into TPP.

TPP may provide integrations with third-party accounting, tax, payment, e-signature, calendar, communication, and other platforms.

The Customer's use of a Third-Party Service is governed by that provider's terms and policies.

TPP is not responsible for:

• third-party outages;

• third-party API changes;

• third-party account suspension;

• third-party pricing;

• third-party security incidents caused by the third party;

• third-party data inaccuracies; or

• third-party acts or omissions.

TPP will use reasonable efforts to maintain supported integrations but does not guarantee that a third-party API will remain available or unchanged.

Where an accounting integration is enabled, TPP may synchronize information supported by the applicable provider and authorized by the Customer, including client information and financial reporting data such as Profit & Loss and Balance Sheet information where available.

Provider capabilities vary.

TPP does not guarantee that every accounting provider supports every data type, historical period, reporting method, webhook, transaction type, or synchronization capability.

The Customer remains responsible for reviewing synchronized information before using it for tax preparation, accounting, tax planning, or other professional purposes.

TPP is designed as a multi-tenant SaaS platform.

Each Customer firm has its own logical tenant boundary.

Customer Data, Client Data, user access, documents, integrations, client mappings, tasks, communications, tax returns, audits, and related records are intended to be accessible only to users authorized within the applicable firm and according to the Service's role and permission system.

The Customer must not attempt to bypass firm, user, client, role, or subscription authorization controls.

TPP may investigate and remediate suspected authorization or tenant-isolation issues and may temporarily restrict affected functionality where reasonably necessary to protect Customer Data or Client Data.

TPP maintains administrative, technical, and physical safeguards designed to protect information processed through the Service.

Safeguards may include, as applicable:

• encryption in transit;

• encryption at rest;

• access controls;

• authentication controls;

• multi-factor authentication;

• role-based authorization;

• audit logging;

• tenant isolation;

• secure development practices;

• backups;

• monitoring; and

• incident-response procedures.

No method of transmission, storage, or electronic security is completely secure.

Customers must use appropriate internal security practices and must promptly notify TPP of suspected unauthorized access.

Where applicable, TPP will maintain security measures appropriate to the nature and sensitivity of the information processed through the Service.

TPP may provide or require multi-factor authentication, passkeys, biometrics, hardware-based authentication, one-time passwords, or other authentication methods.

Where supported, phishing-resistant authentication methods may include passkeys or compatible hardware/security-key mechanisms.

The Customer is responsible for configuring appropriate authentication requirements for its Authorized Users where the Service provides such controls.

TPP's collection and use of personal information is described in its Privacy Policy.

Where TPP processes personal information on behalf of a Customer as a service provider, contractor, processor, or similar role under applicable law, TPP will process such information for the permitted business purposes described in these Terms, the Privacy Policy, applicable order terms, and the Customer's documented instructions.

To the extent applicable under California law, the parties intend that TPP will act consistently with the restrictions applicable to a service provider or contractor, including restrictions on selling or sharing personal information and on retaining, using, or disclosing personal information outside the specified business purposes, subject to applicable law.

The parties acknowledge that privacy obligations may vary based on the Customer, the individuals whose information is processed, the type of information involved, and the jurisdictions involved.

Nothing in these Terms prevents either party from complying with applicable law.

Customers may be subject to federal or state information-security obligations because of the nature of their tax or financial activities.

For example, the FTC's Safeguards Rule can apply to tax preparation firms and requires covered financial institutions to maintain an information-security program appropriate to the sensitivity of customer information.

TPP provides security controls as part of its Service but does not represent that use of TPP alone satisfies every Customer's legal, regulatory, professional, or contractual security obligation.

The Customer remains responsible for maintaining its own required written information-security program and internal policies where applicable.

You may not use the Service to:

• violate applicable law or regulation;

• infringe intellectual-property or privacy rights;

• gain unauthorized access to another Customer's account or data;

• attempt to bypass tenant or role authorization;

• interfere with Service operation;

• introduce malicious code;

• use the Service to transmit unlawful content;

• reverse engineer the Service except to the extent such restriction is prohibited by applicable law;

• circumvent Subscription, trial, billing, or Terms-acceptance controls;

• scrape or systematically extract Service data except through functionality expressly provided by TPP; or

• use the Service to build or operate a competing service through unauthorized access or extraction.

The Customer is responsible for:

• the accuracy of information entered into TPP;

• appropriate configuration of users and permissions;

• appropriate use of Client Data;

• obtaining required consents;

• reviewing tax documents and work product;

• maintaining legally required records;

• maintaining appropriate professional liability coverage where appropriate;

• training staff;

• safeguarding credentials;

• promptly removing former users;

• reviewing integration permissions;

• reviewing synchronized data;

• maintaining its own backups where required; and

• complying with applicable tax and professional requirements.

TPP and its licensors retain all right, title, and interest in the Service, including its software, source code, architecture, designs, interfaces, workflows, documentation, trademarks, logos, and other intellectual property.

Subject to these Terms, TPP grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service during an active Trial or Subscription for the Customer's internal business purposes.

Except as expressly permitted by law or these Terms, the Customer may not copy, modify, distribute, sell, sublicense, lease, or create derivative works of the Service.

The Customer retains its rights in Customer Data and Client Data.

If the Customer provides suggestions, recommendations, ideas, or other feedback regarding the Service, TPP may use that feedback without restriction or compensation, provided TPP does not disclose the Customer's confidential information in doing so.

Each party will protect the other's non-public confidential information using reasonable care and will use such information only for purposes related to the parties' relationship.

Confidential information does not include information that:

• is or becomes publicly available without breach;

• was already lawfully known;

• is independently developed without use of confidential information; or

• is lawfully received from a third party without confidentiality restrictions.

A party may disclose confidential information when required by law, provided it gives notice where legally permitted.

TPP aims to provide reliable availability but does not guarantee uninterrupted or error-free access.

TPP may perform maintenance, updates, security fixes, and infrastructure changes.

TPP may modify, replace, or discontinue particular Service features when reasonably necessary for security, technical, legal, business, or product reasons.

Where practical, TPP will provide advance notice of material changes that are expected to materially affect Customer use.

TPP maintains operational backups designed to support business continuity and recovery.

Backups are not a substitute for the Customer's own recordkeeping obligations.

During an active Subscription and, where supported, during a restricted post-cancellation or post-trial period, the Customer may export available Customer Data and Client Data using the Service's available export functionality.

Following termination, TPP will retain and make available Customer Data and Client Data for a reasonable period consistent with its retention practices and applicable law, after which the information may be deleted.

TPP may retain limited information where reasonably necessary for legal compliance, security, fraud prevention, dispute resolution, accounting, or legitimate recordkeeping purposes.

TPP may suspend or restrict access when reasonably necessary because of:

• material billing delinquency;

• a security threat;

• suspected unauthorized access;

• material violation of these Terms;

• unlawful use;

• abuse of the Service;

• a legal requirement; or

• a threat to the Service or other Customers.

Where practical, TPP will provide notice and an opportunity to address the issue before suspension.

Suspension does not automatically constitute deletion of Customer Data or Client Data.

Either party may terminate the relationship as permitted by the applicable Subscription, order form, or these Terms.

TPP may terminate or suspend the Service for a material breach that remains uncured after reasonable notice, where cure is possible.

TPP may terminate immediately where continued access would create a material security, legal, or regulatory risk.

Upon termination, the Customer's right to access the Service ends, except for any limited post-termination access expressly provided by TPP.

The Customer may export available data during the applicable export period.

TPP may thereafter delete data in accordance with its retention practices, Privacy Policy, and applicable law.

Provisions that by their nature should survive termination will survive, including provisions concerning intellectual property, confidentiality, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TPP DISCLAIMS WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TPP DOES NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED;

• THE SERVICE WILL BE ERROR-FREE;

• EVERY FEATURE WILL REMAIN AVAILABLE;

• THIRD-PARTY INTEGRATIONS WILL REMAIN AVAILABLE;

• TAX RETURNS WILL BE ACCEPTED;

• TAX RESULTS WILL BE ACCURATE;

• CLIENT DATA WILL BE COMPLETE OR ACCURATE; OR

• THE SERVICE WILL SATISFY EVERY PROFESSIONAL OR LEGAL REQUIREMENT APPLICABLE TO THE CUSTOMER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TPP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF:

1. THE FEES PAID BY THE CUSTOMER TO TPP FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

2. ONE HUNDRED U.S. DOLLARS (US $100).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS.

THE FOREGOING LIMITATIONS DO NOT APPLY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION.

To the extent permitted by applicable law, the Customer agrees to defend, indemnify, and hold harmless TPP, Escochecks Inc., and their officers, directors, employees, contractors, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from:

• the Customer's material violation of these Terms;

• unlawful use of the Service;

• Client Data supplied without required authorization;

• the Customer's violation of applicable law;

• the Customer's infringement of third-party rights; or

• the acts or omissions of the Customer or its Authorized Users.

TPP will provide reasonable notice of an indemnified claim and reasonable cooperation at the Customer's expense.

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles, except to the extent federal law controls.

Any mandatory consumer or other non-waivable law applicable to a particular Customer will remain applicable.

Before filing a formal claim, the parties will attempt in good faith to resolve the dispute through written notice and informal discussion.

A party asserting a dispute should provide written notice describing the issue and requested resolution.

If the dispute cannot be resolved informally, any action not required by applicable law to be brought elsewhere will be brought in the state or federal courts located in Los Angeles County, California, and each party consents to that jurisdiction and venue.

Nothing in this section prevents either party from seeking temporary or emergency injunctive relief where necessary to protect confidential information, intellectual property, security, or data.

TPP may update these Terms from time to time.

Each material revision will receive a new version number and effective date.

When a material revision is published, TPP may require the Customer's Owner or Administrator to review and accept the new version before continued normal use of the Service.

TPP may retain prior versions and acceptance records.

Continued use of the Service after a non-material update may constitute acceptance where permitted by applicable law; however, TPP will not rely solely on continued use to establish acceptance of a materially updated version when renewed acceptance is required by the Service.

If TPP determines that a security incident has affected Customer Data or Client Data in TPP's possession or control, TPP will respond in accordance with its incident-response procedures and applicable law.

Where legally required, TPP will notify the Customer's designated administrator without undue delay and provide information reasonably available to TPP concerning the incident.

The Customer is responsible for promptly notifying TPP of suspected compromise of its accounts or credentials.

If TPP receives a subpoena, court order, governmental demand, or other legally enforceable request for Customer Data or Client Data, TPP may disclose the information as legally required.

Where legally permitted, TPP will provide the affected Customer with reasonable notice before disclosure.

TPP may challenge or narrow a request when it reasonably determines that doing so is appropriate and lawful.

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, widespread internet or utility failures, governmental action, war, terrorism, labor disruptions, epidemics, or failures of infrastructure outside the party's reasonable control.

The Customer may not assign these Terms or transfer its account to another party without TPP's prior written consent, except as part of a permitted corporate reorganization or transfer of substantially all relevant business assets where legally permitted.

TPP may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or transfer of the Service, provided the assignee assumes applicable obligations.

If any provision of these Terms is determined to be unenforceable, the provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

A party's failure to enforce a provision of these Terms does not waive its right to enforce that provision later.

These Terms, the Privacy Policy, applicable order forms, Subscription terms, and any separately executed agreement between TPP and the Customer constitute the agreement between the parties concerning the Service and supersede prior agreements concerning the same subject matter, except to the extent a separately executed agreement expressly supersedes these Terms.

If there is a conflict between these Terms and a separately signed order form or master agreement, the signed agreement controls to the extent of the conflict.

TPP may provide notices through the Service, by email to the Customer's designated administrator, or through other reasonable electronic means.

Legal notices to TPP should be sent to:

Escochecks Inc.

2190 Burbank Blvd., Suite 300, Woodland Hills, CA 91367

Email: legal@taxpracticeportal.com

Questions regarding these Terms may be sent to:

Escochecks Inc. / Tax Practice Portal

2190 Burbank Blvd., Suite 300, Woodland Hills, CA 91367

legal@taxpracticeportal.com