Terms & Conditions

This Terms & Conditions Agreement (Professional Edition) ("Terms") is entered into between the CPA firm, tax professional practice, or similar business entity identified at account creation ("Firm," "you," or "your") and TaxMD™: TAX PLANNING SOFTWARE LLC, a Florida limited liability company doing business as TaxMD™ ("Company," "we," "us," or "our"), and governs the Firm's access to and use of the TaxMD™ SaaS tax planning platform and related services (collectively, the "Services").

If the Firm has a separate written agreement with Company, such as a Master Services Agreement (MSA), Order Form, or Data Processing Addendum (DPA), that agreement controls in the event of any conflict with these Terms.

By clicking "I Agree," "Sign Up," "Create Account," "Purchase," or similar, or by accessing or using the Services, the authorized representative of the Firm agrees to these Terms on behalf of the Firm. The representative represents that they have authority to bind the Firm. If the representative does not have that authority, or if the Firm does not agree to these Terms, the Firm may not use the Services.

The Firm must be a legally formed business entity authorized to operate in its jurisdiction. Firm users accessing the platform must be 18 years or older. The Firm represents and warrants that these requirements are met.

The Services provide subscription-based access to informational tax planning software tools, workflows, reports, and related functionality for the Firm's internal business purposes. The Services do not include tax return preparation, filing, bookkeeping, payroll, legal services, audit defense, IRS or state representation, or any other professional service unless separately agreed in a written engagement.

Company grants the Firm a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the Firm's internal lawful business purposes during the subscription term, including use by the Firm's authorized employees in connection with the Firm's client engagements.

Use of the Services does not create a CPA-client, attorney-client, fiduciary, or other professional relationship between the Firm's clients and Company. Company is not acting as the Firm's clients' tax return preparer, enrolled agent, or IRS representative.

The Services may generate automated outputs based on data the Firm provides. The Firm must not represent automated outputs as the product of independent professional judgment and must not permit clients to rely solely on automated outputs. The Firm is solely responsible for all professional judgments, filings, elections, disclosures, and positions made on behalf of its clients.

The Firm is responsible for: (a) designating qualified firm administrators; (b) maintaining accurate firm and user account information; (c) safeguarding all firm user credentials; (d) ensuring all firm users comply with these Terms; (e) restricting access to authorized personnel; and (f) all activities conducted under the Firm's account.

We strongly recommend requiring MFA for all firm administrator and firm user accounts. Notify us immediately at support@taxmd.com if you suspect unauthorized access to your firm account.

The Firm shall not, and shall not permit any firm user or third party to:

• Use the Services for any unlawful, fraudulent, or harmful purpose
• Reverse engineer, decompile, or attempt to derive source code or underlying ideas
• Interfere with or attempt to gain unauthorized access to the Services
• Scrape, harvest, or copy data via automated means without written authorization
• Circumvent access controls or technical restrictions
• Use the Services to infringe or misappropriate any rights of any person or entity
• Submit client data that the Firm does not have the legal right to submit

Confidential Tax Information

The Services may process information that is confidential and sensitive, including personal identifiers and tax-related information ("Confidential Tax Information"). The Firm agrees to submit only information it has the legal right to provide and to use the Services in compliance with applicable law.

IRC §7216 Compliance

The Firm is solely responsible for determining whether its clients' consent is required under Internal Revenue Code Section 7216 and related Treasury Regulations before submitting client taxpayer information to the platform, and for obtaining any required consents. Company does not act as the clients' tax return preparer unless separately engaged in writing. To the extent Company is treated as receiving or processing taxpayer information subject to IRC §7216, Company will handle such information consistent with applicable legal requirements.

Security Standards

Company maintains the following safeguards for Confidential Tax Information:

• TLS 1.2+ encryption for all data in transit
• AES-256 encryption for sensitive data at rest where applicable
• MFA availability for all firm accounts (strongly recommended for all firm administrators and users)
• Role-based access controls, logging, monitoring, and anomaly detection
• Vulnerability assessments, security patching, and incident response procedures

Security Breach Notification

If Company becomes aware of a breach resulting in unauthorized acquisition of Confidential Tax Information in Company's control, Company will notify the Firm no later than 72 hours after determining a breach has occurred, or as required by applicable law. The Firm is responsible for any further notification obligations to its clients under applicable law.

The Services and all related intellectual property are owned by Company and its licensors and protected by law. No rights are granted except the limited license above.

Our Privacy Policy (Professional Edition) (www.taxmd.com/privacy-policy) and Cookie Policy (www.taxmd.com/cookie-policy) govern how we collect, use, and protect information in connection with the Firm's account. By using the Services, the Firm consents to those practices on behalf of itself and its authorized firm users.

The Services provide informational outputs only. They do not constitute legal, tax, accounting, or other professional advice. No professional relationship of any kind is created between Company and the Firm's clients. The Firm is solely responsible for the professional judgments, advice, and services it provides to its clients based on or in connection with the Services.

To the extent applicable, any U.S. federal tax information provided through the Services is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code (IRS Circular 230).

Outputs depend on the completeness and accuracy of data the Firm submits. Company does not verify user inputs. The Firm is responsible for reviewing all outputs, confirming assumptions, and applying independent professional judgment before using outputs in client advice or filings. The platform does not prepare or file tax returns.

Billing

Professional subscriptions may be billed on a Net-30 invoice basis or by credit card, depending on your subscription tier and Order Form. The Firm agrees to pay all fees and applicable taxes set forth in the applicable Order Form or checkout page. Invoices not paid within 30 days of the invoice date may accrue late charges at the lesser of 1.5% per month or the maximum rate permitted by law.

Auto-Renewal

Unless the Firm provides written notice of cancellation at least 30 days before the end of the then-current subscription term, the subscription will automatically renew for successive terms at the then-current rate.

Cancellation

Cancel by providing written notice to support@taxmd.com at least 30 days before the renewal date, or as specified in the Order Form. Cancellation stops future renewals; access continues through the end of the current paid term.

Refunds

Fees are non-refundable except where required by law or as expressly stated in an applicable Order Form or refund policy.

Company may suspend or terminate the Firm's access immediately if Company reasonably believes the Firm has violated these Terms, poses a security risk, or as required by law. The Firm may terminate by providing written notice as specified above. Upon termination, the Firm's license ends, firm users must stop using the Services, and any amounts owed become immediately due.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Tax laws change frequently. Company does not guarantee the Services reflect changes in law immediately. The Firm is responsible for applying current law and guidance in its professional services to clients and consulting qualified professionals as needed.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

COMPANY WILL NOT BE LIABLE FOR: (A) IRS OR STATE PENALTIES OR INTEREST ASSESSED AGAINST THE FIRM OR ITS CLIENTS; (B) AUDIT, EXAMINATION, OR INVESTIGATION COSTS; (C) PROFESSIONAL FEES, MALPRACTICE CLAIMS, OR ADVISOR COSTS; (D) TAX RETURN OR FILING ERRORS; (E) MISSED DEDUCTIONS, CREDITS, OR ELECTIONS; OR (F) ANY TAX, FINANCIAL, OR BUSINESS OUTCOMES FROM USE OF OR RELIANCE ON THE SERVICES OR ANY OUTPUTS.

COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES THE FIRM PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) $2,500. THIS CAP DOES NOT APPLY TO: (I) COMPANY'S INDEMNIFICATION OBLIGATIONS; (II) DAMAGES ARISING FROM COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) CLAIMS THAT CANNOT BE LIMITED BY LAW.

Firm's Indemnification of Company

The Firm will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from: (a) the Firm's or its users' use of the Services; (b) client or firm data submitted by the Firm; (c) the Firm's violation of these Terms; (d) the Firm's professional services to its clients in connection with the Services; (e) the Firm's failure to obtain required IRC §7216 consents; or (f) any infringement or misappropriation of third-party rights by the Firm or its users.

Company's Indemnification of the Firm

Company will defend and indemnify the Firm against third-party claims alleging that the Services, as provided and used in accordance with these Terms, infringe or misappropriate any third-party intellectual property right. This does not apply to claims arising from the Firm's modification of the Services or use in violation of these Terms. Company's obligations are conditioned on the Firm promptly notifying Company of the claim, granting Company control of the defense, and providing reasonable cooperation.

Governing Law

Florida law governs these Terms, excluding conflict-of-law rules.

Binding Arbitration (AAA)

Disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in Sarasota County, Florida. Class and representative action waivers apply to the extent permitted by law.

Injunctive Relief

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, Confidential Tax Information, or to prevent unauthorized access.

Venue

To the extent a dispute is permitted to proceed in court, exclusive venue will be the state or federal courts in Florida.

As between the Firm and Company, the Firm retains ownership of data it submits ("Firm Data"), including client data. The Firm grants Company a non-exclusive license to host, process, and display Firm Data solely to provide and improve the Services.

Severability: if any provision is invalid, the remainder remains in effect. Entire Agreement: these Terms, together with any applicable Order Form, MSA, DPA, Privacy Policy, and Cookie Policy, are the complete agreement regarding the Services. Order of Precedence: the MSA or Order Form controls in the event of a conflict with these Terms. Assignment: the Firm may not assign these Terms without Company's written consent; Company may assign in connection with a business transaction. Force Majeure: Company is not liable for delays caused by events beyond its reasonable control. Contact: support@taxmd.com | 5020 Clark Rd, #202, Sarasota, FL 34233.