Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the products and services provided by Taxably, Inc. ("Taxably", "we", "us", or "our"). Please read these Terms carefully.

By creating an account, downloading Taxably Connect, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you are entering into these Terms on behalf of a firm, partnership, corporation, or other entity, you represent that you have authority to bind that entity to these Terms, and "you" and "Firm" mean that entity.

The Services are intended for use by licensed tax professionals located in the United States. Persons outside the United States may not use the Services.

1. Definitions

• "Services" means the Taxably marketing website at taxably.ai, the Taxably web application at app.taxably.ai, the Taxably Connect desktop application, related APIs, and any other software or service we provide.
• "Firm" means the legal entity (or sole practitioner) that has subscribed to the Services.
• "Authorized User" means an individual whom Firm has authorized to use the Services on Firm's behalf.
• "Subscription" means Firm's use of the Services under its account, at the prices that apply to it under Section 3.
• "Firm Data" means data and content that Firm or its Authorized Users provide to or generate using the Services, including configuration, metadata, and structured records.
• "Taxpayer Data" means personal information of individual taxpayers processed by Firm using Taxably Connect. Taxpayer Data is governed primarily by the Data Processing Addendum and is processed on Firm's own devices.
• "Site Content" means any text, graphics, images, audio, video, layout, code, copy, or other content published on the Taxably marketing website at taxably.ai, including blog posts, comparison pages, the FAQ, and the documentation pages.

2. Eligibility and Accounts

The Services are intended for use by licensed tax professionals (Enrolled Agents, Certified Public Accountants, tax attorneys, and the firms that employ them) in the United States. You must be at least 18 years old, located in the United States, and authorized to act on behalf of your Firm.

You agree to provide accurate, current, and complete information when creating an account, and to keep that information updated. You are responsible for all activity that occurs under your account. You must maintain the confidentiality of your credentials and use the multi-factor authentication that we require.

Notify us immediately at security@taxably.ai if you suspect unauthorized access to your account.

3. Prices, Billing, and Cancellation

3.1 What Firm's Subscription includes

There is one set of standard prices and no plan tiers. Taxably Connect runs on Microsoft Windows. Firm may link one computer at a time to its account; to use Taxably Connect on another computer, Firm unlinks the first one in its account. Where Taxably has agreed a different number with Firm in writing, Firm's account shows it.

3.2 Standard prices

Unless Section 3.4, 3.5 or 3.6 applies, Firm pays:

• Returns. First 10 clients free, then $10 per return. A return is one client's prep sheet for one tax year. It is charged once, when Taxably first delivers that prep sheet, and building it again for the same client and tax year is not charged again. Firm's free clients are the first 10 clients for whom Taxably delivers a prep sheet. They stay free in every tax year, and the 10 do not reset each year; a client after the first 10 is charged for each tax year Taxably delivers its prep sheet.
• No page charges. A return costs the same however many pages its documents have.
• Firm fee. Plus $5 a month for the Firm, charged for each Billing Period whether or not Firm builds anything in it.

Taxably charges for a prep sheet only when it delivers one, and never for a client it did not build a prep sheet for. Prices are in U.S. dollars and do not include taxes, which are added where they apply.

A Firm that accepted an earlier version of these Terms is billed at the prices of the version it last accepted, which its account shows, until it accepts a later version (Section 3.10).

3.3 Billing Period, and when each charge is made

Firm is billed on a rolling period of 30 days (a "Billing Period") that starts on the day Firm first adds its payment method or, for a Founders Edition Firm invoiced by email under Section 3.5, on the day Taxably sets up its invoices. Where these Terms, Taxably's prices or Firm's account say "a month", they mean one Billing Period. There is no annual term and no free trial.

• The firm fee for a Billing Period is charged at its start. The first one is charged when Firm finishes adding its payment method.
• Returns delivered during a Billing Period are charged at its end.

By adding a payment method, Firm authorizes Taxably, through its payment processor, to charge it these amounts each Billing Period until the Subscription ends.

3.4 Association member rates

A Firm that enters a participating professional association's code when it first adds its payment method receives that association's member rates for 12 months from that day. The member rates are shown on the payment page before Firm pays, and in Firm's account. They apply once per Firm, end early if the Subscription that carried them ends, and do not apply to a Founders Edition Firm. When they end, the standard prices in Section 3.2 apply without any action by Firm.

3.5 Founders Edition

Founders Edition is offered by invitation to no more than 25 firms. A Founders Edition Firm pays $1 per return, from its first client, with no free clients, no firm fee and no page charges, for as long as it holds Founders Edition. Its returns are billed at the end of each Billing Period. A Founders Edition Firm with a payment method on file is charged to it. One without a payment method is sent each invoice by email, with a link to pay it, and pays it within 30 days of the invoice date; adding a payment method later moves its invoices to automatic payment. When Taxably first sets up a Founders Edition Firm's invoices, returns delivered in the 35 days before are included, and earlier ones are not charged. Repeated non-payment is grounds for termination under Section 12.3. Taxably ends Founders Edition for a Firm only at the Firm's request, when the Firm's account is closed, or when Taxably terminates under Section 12.3. Taxably tells the Firm by email, and the standard prices in Section 3.2 apply from that date.

3.6 Fee waivers

Taxably may agree, in writing or through a code it issues to Firm, to waive some or all of Firm's fees. A waiver applies only as Firm's account shows it, and nothing Firm builds while it applies is charged later. Taxably gives Firm at least 30 days' notice by email before ending a waiver, unless it ends because Taxably terminates under Section 12.3. When a waiver ends, Taxably does not start charging a payment method on its own: Firm's paid use begins again only when Firm adds or confirms a payment method and accepts the prices then in effect.

3.7 Payment failure

If a charge fails, Taxably's payment processor retries it over the following days and Taxably tells Firm by email. Taxably Connect keeps building prep sheets while the charge is retried. If the retries do not succeed, Taxably Connect stops building prep sheets until a working payment method is on file; Firm's documents, prep sheets and records are not affected. Repeated non-payment is grounds for termination under Section 12.3.

3.8 Cancellation

Firm may cancel at any time from the billing page of its account. Cancellation takes effect at the end of the current Billing Period. Until then Taxably Connect keeps reading documents and building prep sheets; after it, Taxably Connect stops until Firm subscribes again. There is no cancellation fee. Returns delivered before the cancellation takes effect are charged at the end of that Billing Period, and the firm fee already charged for it is not prorated. Cancelling deletes nothing on Firm's computers (Section 12.4).

3.9 Refunds and billing errors

Fees are not refundable, except as this Section, Sections 10.1 and 13.1, and Section 8.5 of the Data Processing Addendum provide. A charge made in error, such as one client's return charged twice for the same tax year or a return charged for a prep sheet that was never delivered, is corrected whenever Firm or Taxably finds it: Taxably refunds it to the payment method charged where its payment processor allows, and otherwise credits it against Firm's next charges. Firm may report a suspected error to support@taxably.ai. Taxably may also refund or credit fees in other circumstances at its discretion.

3.10 Price changes

Taxably changes its prices by publishing a new version of these Terms. A change to prices applies to Firm only once Firm accepts the version that carries it; until then, returns are charged at the prices Firm last accepted. Taxably gives Firm at least 60 days' notice by email before a price increase takes effect. From the date a new version takes effect, Taxably may ask Firm to accept it before Taxably Connect reads further documents (Section 13.2). If Firm does not accept, Firm may cancel under Section 3.8.

3.11 Limits

Taxably may set technical limits on the Services, such as the size or page count of a document Taxably Connect reads, or how many documents it reads at once. A document over a limit is held rather than read, and the prep sheet names it. The limits that apply to Firm are shown in Taxably Connect or in Firm's account.

4. License to Use the Services

Subject to Firm's compliance with these Terms and timely payment of fees, Taxably grants Firm a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for Firm's internal business purposes during the Subscription term.

The Taxably Connect desktop application is licensed, not sold. The license to Taxably Connect terminates when Firm's Subscription terminates.

5. Acceptable Use

You agree not to, and not to permit your Authorized Users to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Services, except to the extent applicable law prohibits this restriction
• Circumvent, disable, or interfere with security or access controls, rate limits, or technical limitations
• Use the Services to process data that is not related to tax preparation, tax advisory, or related professional services
• Use the Services to violate any law or regulation, including IRC § 7216, the FTC Safeguards Rule, applicable privacy laws, or rules of professional responsibility
• Resell, sublicense, rent, lease, or distribute access to the Services to any third party
• Use the Services to send unsolicited communications or to upload malware, viruses, ransomware, or other harmful code
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Probe, scan, or test the vulnerability of the Services without our prior written consent
• Use the Services in any manner that could damage, disable, overburden, or impair our infrastructure
• Use the output of the Services to train competing artificial intelligence or machine learning models, or to benchmark against the Services for commercial purposes, without our prior written consent

We may suspend access without notice for any acceptable-use violation that creates an imminent risk to our systems, our customers, or third parties.

6. Customer Data and Responsibilities

6.1 Firm responsibility for Taxpayer Data

Firm is the sole controller (under applicable privacy law) and business (under CCPA/CPRA) with respect to Taxpayer Data. Firm is solely responsible for:

• Complying with all laws applicable to Firm's collection, use, and disclosure of Taxpayer Data, including IRC § 7216 and 26 CFR § 301.7216, the FTC Safeguards Rule, the Gramm-Leach-Bliley Act, and state privacy and confidentiality laws
• Maintaining all consents and notices required to disclose Taxpayer Data to Taxably as an auxiliary service provider
• Maintaining and following a Written Information Security Plan as required by applicable law
• Adhering to applicable rules of professional responsibility, including those of the IRS Office of Professional Responsibility, state CPA boards, and state bar associations

6.2 Authority to provide data

Firm represents and warrants that it has all rights, consents, and authority necessary to provide data to the Services and to direct Taxably's processing of that data as contemplated by these Terms and the Data Processing Addendum.

6.3 Authorized Users

Firm is responsible for the conduct of its Authorized Users. Firm must promptly terminate access for Authorized Users who leave Firm or no longer need access.

7. Intellectual Property

7.1 Taxably's intellectual property

The Services, including all underlying software, designs, models, content, trademarks (including the TAXABLY mark and logo), documentation, and improvements, are owned by Taxably or its licensors and are protected by intellectual property laws. Except for the limited license expressly granted in Section 4, Firm receives no rights in Taxably's intellectual property.

7.2 Firm Data

Firm retains all rights, title, and interest in Firm Data. Firm grants Taxably a limited, royalty-free license to host, process, transmit, display, and otherwise use Firm Data solely as necessary to provide and operate the Services.

7.3 How Taxably uses information about the Services

Taxably does not use the content of Firm's documents, Taxpayer Data, or the records produced from them, whether identified, de-identified or aggregated, for any purpose other than providing the Services to Firm. In particular, Taxably does not use them to train or evaluate models, to compile or publish benchmarks, or in providing the Services to any other firm.

Taxably keeps operational information about how the Services run ("Service Data"): for example, how many documents Taxably Connect read and how many prep sheets it delivered, how long reading took and what it cost, error codes, application versions, and account, device and billing events. Service Data does not include the content of Firm's documents or Taxpayer Data, and it refers to Firm's clients, where it refers to them at all, only by identifiers generated on Firm's computer.

Taxably uses Service Data only to provide, bill for, secure, support, maintain and improve the Services, and to meet its legal obligations. Taxably does not sell Service Data, and shares it only with its Subprocessors acting for Taxably, with a successor under Section 15, and as the law requires. Taxably may publish or share totals that describe the Services as a whole, such as how many prep sheets Taxably has delivered, but never a figure about Firm or any one firm, and never anything taken from the content of a document.

7.4 Feedback

If Firm or an Authorized User provides Taxably with feedback, suggestions, or ideas about the Services, Firm grants Taxably a perpetual, irrevocable, royalty-free, sublicensable license to use that feedback for any purpose, with no obligation to Firm.

7.5 Text and Data Mining (TDM) opt-out; no AI training license

Site Content is Taxably's copyrighted work. No license to perform text-and-data-mining, to scrape, to ingest into a search-augmented retrieval index, or to use as training, fine-tuning, evaluation, or alignment data for a machine-learning model, commercial or non-commercial, is granted by access to the marketing site, by any robots.txt allowance, or by any provision of these Terms. Any such use requires prior written consent from Taxably, Inc.

This Section 7.5 is an express reservation of rights for the purposes of EU Directive 2019/790 Article 4(3) (text-and-data-mining opt-out) and is reinforced by:

• the per-user-agent disallow rules in our robots.txt,
• the noai, noimageai directive in our HTTP X-Robots-Tag response header on every page,
• the noai, noimageai directive in the robots meta tag of every HTML page, and
• the AI-policy file at /.well-known/ai.txt.

Spoofing user-agents, ignoring the response headers, or bypassing the meta tag does not confer a license. A crawler operator that ingests Site Content in violation of this Section is liable under copyright and computer-fraud law in addition to breach of these Terms.

8. Confidentiality

Each party may receive non-public information of the other party ("Confidential Information"). The receiving party will protect Confidential Information using at least the degree of care it uses to protect its own confidential information of similar sensitivity, but no less than a reasonable degree of care. The receiving party will use Confidential Information only as needed to exercise rights or perform obligations under these Terms.

Confidential Information does not include information that:

• Is publicly available through no fault of the receiving party
• Was rightfully known before disclosure
• Was independently developed without reference to Confidential Information
• Was rightfully received from a third party without confidentiality obligations

Confidentiality obligations survive termination.

9. Warranties and Disclaimers

9.1 Limited mutual warranty

Each party warrants that it has the authority to enter into these Terms and will comply with applicable laws in its performance.

9.2 Service availability target

Taxably will use commercially reasonable efforts to make the cloud components of the Services available. Specific service-level commitments are stated in the Service Level Agreement published at taxably.ai/legal/sla.

9.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TAXABLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ACCURACY OF DATA.

TAXABLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE, OR THAT THE OUTPUTS OF THE SERVICES WILL BE COMPLETE OR ACCURATE.

9.4 No tax, legal, or accounting advice

TAXABLY IS A SOFTWARE TOOL. TAXABLY DOES NOT PROVIDE TAX, LEGAL, ACCOUNTING, OR FINANCIAL ADVICE. All tax positions, tax returns, advice, opinions, and other professional services delivered to taxpayers are the sole responsibility of Firm and its licensed professionals. Firm must exercise independent professional judgment in reviewing any output produced or assisted by the Services before relying on it.

10. Indemnification

10.1 By Taxably

Taxably will defend Firm against any third-party claim alleging that Firm's authorized use of the Services infringes a United States patent issued as of the effective date, copyright, or trademark of the third party. Taxably will indemnify Firm against damages and costs awarded by a court of competent jurisdiction or paid in settlement of such a claim. Taxably has no obligation under this Section to the extent the claim arises from:

• Firm's use of the Services in combination with products or services not provided by Taxably, where the claim would not have arisen but for the combination
• Modifications to the Services not made by Taxably
• Firm's continued use of an allegedly infringing version after Taxably has provided a non-infringing alternative
• Firm Data or Taxpayer Data
• Firm's breach of these Terms

If a claim under this Section is made or appears likely, Taxably may, at its option and expense: (a) procure for Firm the right to continue using the affected portion of the Services; (b) modify the affected portion to be non-infringing without materially reducing functionality; or (c) terminate the affected portion of the Services and refund a pro-rata portion of pre-paid fees. This Section states Taxably's entire liability and Firm's exclusive remedy for any third-party intellectual-property claim.

10.2 By Firm

Firm will defend Taxably against any third-party claim arising from or relating to:

• Firm's use of the Services in violation of these Terms or applicable law
• Firm Data or Taxpayer Data
• Firm's professional services delivered to taxpayers, including any tax position, advice, or filing
• Any alleged breach by Firm of IRC § 7216, the FTC Safeguards Rule, or other laws applicable to Firm's handling of taxpayer information

Firm will indemnify Taxably against damages and costs awarded by a court of competent jurisdiction or paid in settlement of such a claim.

10.3 Procedure

The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement, provided that any settlement requiring an admission or payment by the indemnified party requires its consent; and (c) reasonably cooperate at the indemnifying party's expense.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

(B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY FIRM TO TAXABLY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

(C) THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (I) FIRM'S PAYMENT OBLIGATIONS; (II) EITHER PARTY'S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION); (III) BREACHES OF SECTION 8 (CONFIDENTIALITY); OR (IV) LIABILITY THAT CANNOT BE LIMITED BY LAW.

12. Term and Termination

12.1 Term

These Terms take effect when you accept them and continue until your Subscription ends or these Terms are otherwise terminated.

12.2 Termination by Firm

Firm may terminate by canceling its Subscription as described in Section 3.8.

12.3 Termination by Taxably

Taxably may suspend or terminate Firm's access if:

• Firm materially breaches these Terms and fails to cure within 30 days after written notice, or immediately in the case of a breach that cannot reasonably be cured
• Firm fails to pay fees when due, after the retries in Section 3.7 do not succeed
• Continued provision of the Services would, in our reasonable judgment, violate law or expose us to material risk
• Firm's use of the Services poses an imminent security risk to Taxably or other customers

12.4 Effect of termination

On termination, Firm's right to access the Services ends, and Taxably Connect stops reading documents and building prep sheets. Termination deletes nothing on Firm's computers: Firm's documents, the prep sheets Taxably delivered and the records Taxably Connect keeps there stay where they are, and Firm may keep and use its prep sheets. Firm may export Firm Data held in its account through the Services for up to 30 days following termination, after which we may delete it in accordance with our Data Processing Addendum and Privacy Policy. Sections that by their nature should survive (including Sections 6.1, 7, 8, 9.3, 9.4, 10, 11, 14, and 15) will survive termination.

13. Modifications to the Services and Terms

13.1 The Services

We may modify, suspend, or discontinue any portion of the Services. We will use commercially reasonable efforts to give Firm advance notice of material changes that materially reduce functionality and to provide a comparable alternative or pro-rated refund.

13.2 These Terms

We may modify these Terms by publishing an updated version with a new "Last Updated" date. We give Firm notice of a material change by email to the address on file, and may also show it in Firm's account or in Taxably Connect, at least 30 days before the change takes effect, or at least 60 days before a price increase takes effect (Section 3.10). From the date a change takes effect, Taxably may ask Firm to accept the updated version in its account or in Taxably Connect, and Taxably Connect may wait for that acceptance before it reads further documents. Taxably records each acceptance with the version accepted and the date. A change to prices applies to Firm only once Firm accepts it. For any other change, Firm's continued use of the Services after the change takes effect is also acceptance. If Firm does not accept a change, Firm's remedy is to cancel under Section 3.8.

14. Governing Law and Dispute Resolution

14.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

14.2 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in Wilmington, Delaware, in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

14.3 Injunctive relief

Notwithstanding Section 14.2, either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information, or to enforce confidentiality obligations.

14.4 Class action waiver

Disputes will be resolved on an individual basis. Class actions, class arbitrations, collective actions, and representative actions are not permitted. If this class action waiver is found unenforceable as to any specific claim, then that specific claim (and only that claim) will proceed in court rather than in arbitration.

14.5 Notice and informal resolution

Before initiating arbitration, the complaining party will provide the other party with a written description of the dispute and at least 30 days to attempt resolution in good faith.

15. Miscellaneous

• Assignment. Firm may not assign these Terms or any rights or obligations under them without our prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Firm's assets to a non-competitor. Taxably may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.
• Notices. Notices to Firm will be sent to the email address on file. Notices to Taxably must be sent to legal@taxably.ai with a copy by mail to the address in Section 16.
• Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
• No third-party beneficiaries. Except for indemnified parties under Section 10, these Terms do not create any third-party beneficiary rights.
• Force majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, government action, internet or telecommunications failure, pandemic, or natural disaster. Payment obligations are not excused.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
• No waiver. Failure to enforce any provision is not a waiver of future enforcement.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Addendum, and any order form or written agreement signed by both parties, constitute the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements and communications.
• Conflict. In the event of a conflict, the order of precedence is: (1) a signed order form or master agreement; (2) the Data Processing Addendum (as to data protection); (3) these Terms; (4) the Privacy Policy.

16. Contact

Taxably, Inc., a Delaware corporation
Registered office: 131 Continental Dr, Suite 305, Newark, DE 19713, USA

Mailing address, including for legal notices:
4539 N 22ND ST #7547
PHOENIX, AZ, 85016, USA

Legal notices: legal@taxably.ai Support: support@taxably.ai Security: security@taxably.ai