Thank you for choosing the Services offered by Arbo Technologies, Inc. d/b/a Arbo (hereinafter referred to as “Arbo,” “We,” “Our,” or “Us” and which also includes all applicable Arbo Technologies, Inc. parents, subsidiaries and affiliates). Please read and review these Terms of Use (the “Terms”) thoroughly, including with an attorney should you so choose, to ensure that You fully understand Your obligations and the Services that You will be receiving. Your acceptance of these Terms establishes a legal agreement between You and Arbo and governs Your access to and use of the Services, as defined below. By accepting electronically (for example, clicking “I Agree”), installing, accessing, or simply using the Services, You agree to these Terms, including as they are modified from time to time. If You (referred to as “You,” “Your,” or “Yourself” and which includes all Your related business entities and business clients using the Services) do not agree to these Terms, then You may not use the Services.

Financial Software and Services

1.1. Scope of Services: Arbo offers an integrated platform that includes accounting software, invoicing, payment processing, and financial planning and analysis (FP&A). These services are provided on a subscription basis, with auto-renewal and tiered pricing models. Users can select and modify their service tiers through the platform. Arbo also offers bookkeeping, tax filing, and other financial services. The Terms of Use for services provided are in conjunction with the engagement letter signed, if any and the Terms of Use posted here, depending on the Customer.

1.2. User Roles: Users may include individuals, businesses, accounting firms, or financial professionals using Arbo’s services for financial management, invoicing, and payment processing. Different user roles will have varying levels of access and functionality based on the chosen subscription tier.

2. Subscription Terms

2.1. Subscription Plans: Users can choose from multiple subscription tiers, each providing access to specific features of Arbo’s accounting software, invoicing, and FP&A tools. Subscriptions are automatically charged on the payment method on file depending on the chosen plan. 

2.2. Auto-Renewal: Subscriptions renew automatically at the end of each billing cycle unless canceled before the renewal date. Users will receive reminders prior to auto-renewal. Annual plans are non-refundable without exception.

2.3. Tier Adjustments: Users can upgrade or downgrade their subscription plans within the Arbo platform, with prorated fees applied based on the timing of the change. 

2.4. Trial Periods: Arbo may offer trial periods for certain subscription plans. During the trial, users can access limited features without charge. Upon trial expiration, users must upgrade to a paid subscription to retain access to the platform. 

2.5. Billing Cycles: Billing for subscriptions occurs monthly or annually, as selected by the user. Invoices for subscription fees will be generated automatically and sent to the registered email or available via the Arbo Platform.

3. Payments and Invoicing

3.1. Invoicing: Arbo’s invoicing feature allows users to generate, send, and track invoices directly through the platform.

• Users are responsible for entering accurate information in the invoice templates.
• Arbo provides users with automated invoice tracking and reminders for overdue invoices. 

3.2. Payment Processing: Users can process payments directly within the Arbo platform, including setting up auto-billing for clients.

• Arbo integrates with third-party payment gateways for secure transactions.
• Payment processing fees will apply, as disclosed during onboarding or in https://www.arbohq.com/terms-of-service 

3.3. Authorization: By using the invoicing and payment processing features, users authorize Arbo to initiate charges on their behalf and deduct associated fees. 

3.4. Refunds & Chargebacks: Refunds and chargebacks are handled based on the agreement between users and their clients. Arbo is not liable for any disputes arising from invoice discrepancies or failed payments.

4. Accounting Software

4.1. Accounting Features: The accounting software provides tools for bookkeeping, financial tracking, reporting, and general ledger management. 

4.2. Data Entry: Users are responsible for accurate data entry in the accounting system, including categorizing transactions correctly. 

4.3. Data Integrity: Arbo maintains data backups and uses encryption to protect financial data, but users must review entries for accuracy. 

4.4. Third-Party Integrations: The software integrates with third-party financial platforms (e.g., banking APIs, payroll systems). Users must authorize these connections and manage the data import/export.

5. FP&A Services

5.1. FP&A Module: Users have access to financial planning and analysis tools, including budgeting, forecasting, and scenario analysis. 

5.2. Data Input: Users must provide accurate financial data for effective planning. 

5.3. Scenario Modeling: Arbo’s FP&A tools offer customizable scenario modeling. Users can save, update, and compare different financial plans within the system. 

5.4. Forecasting Accuracy: Arbo is not liable for any decisions made based on forecasts generated by the FP&A module. Users should use these tools as guides and consult financial professionals for critical decisions.

6. Payments for Non-Tax Services

6.1. General Payment Terms: Payments for subscription-based services, invoicing, and FP&A modules will be charged according to the selected plan, with all fees disclosed upfront during onboarding. 

6.2. Authorization: You authorize Arbo to charge Your payment method for subscription fees, processing fees, and additional charges related to the services provided. 

6.3. Failed Payments: In the event of a failed payment, Arbo will notify users, and services may be temporarily suspended until the payment issue is resolved. Outstanding balances may be referred to collections if not resolved within the stipulated period.

7. User Responsibilities

7.1. Compliance: Users are responsible for ensuring that their use of the platform aligns with applicable financial regulations, reporting requirements, and internal controls. 

7.2. Data Security: Users must maintain the confidentiality of their login credentials and ensure their device security. Arbo implements measures to protect user data but is not liable for unauthorized access due to user negligence.

8. Data Privacy & Security

8.1. Arbo collects, stores, and uses personal and financial data in accordance with its Privacy Policy. 

8.2. Users agree to the use of their data for service delivery, compliance monitoring, and system improvements. 

8.3. Data Encryption: Arbo employs encryption protocols to safeguard user data during transmission and storage.

9. Dispute Resolution & Limitation of Liability

9.1. Any disputes related to the non-tax financial services will be resolved through binding arbitration as outlined in Section 9 under Tax project. 

9.2. Arbo’s liability is limited to the subscription fees paid in the last 12 months.

10. General disclaimer and applicability across all Arbo platforms

10.1 Terms of use, provisions, or conditions not explicitly mentioned in this section may still be applicable from Tax Projects section across Arbo's broader platform, including accounting, invoicing, payment processing, FP&A, and other non-tax-related financial services.

10.2 Any relevant terms from the tax-related services section may apply to the overall Arbo platform, ensuring consistent governance and compliance across all services.

10.3 Users are encouraged to review the full terms for tax-related services, as they may influence the use of other Arbo solutions where applicable.

Tax Projects:

1. ABOUT THESE SERVICES

1.1 "Services” means making our platform available for use by Arbo Customers, Arbo Outsourcing Customers, and Third-Party Tax Professionals to arrange, schedule, and pay for tax preparation and accounting-related services and deliverables.

1.2 The “Arbo Platforms” means the web-and/or mobile-based intellectual, proprietary property owned or managed by Us, including but not limited to the relationships, products, applications, content, and services related thereto, including, but not limited to, the Arbo Platform and Arbo Outsourcing Platform.

1.3 “Arbo Platform” is an online platform through which individuals and/or legal entities seeking tax preparation, filing and accounting-related services can submit requests and connect with Third-Party Tax Professionals, which in turn provide the tax preparation, filing and accounting-related services.

1.4 “Arbo Outsourcing Platform” is an online platform through which Arbo Outsourcing Customers seeking tax preparation and accounting-related services and deliverables (but not tax filing) on behalf their clients, can submit requests and connect with Third-Party Tax Professionals, which in turn provide the tax preparation and accounting-related services and deliverables.

1.5 “Arbo Customer” means any individual or legal entity that has agreed to these Terms and uses the Arbo Platform to connect with Third-Party Tax Professionals, which in turn provide the tax preparation, filing and accounting-related services to the individual or legal entity as their client.

1.6 “Arbo Outsourcing Customer” means any tax and accounting firm, financial planning firm, tax resolution firm, referral partner, or any similar legal entity, that has either made all the necessary disclosure to its customers, or has received the necessary approvals from its customers, has agreed to these Terms, and in addition may have executed a separate agreement with Arbo, to outsource certain tax preparation and accounting-related services and deliverables, needed by its clientele, to Third-Party Tax Professionals (hereinafter referred to as an “Outsourcing Agreement,” regardless of the title of the actual agreement), expresses an interest in utilizing Arbo products and services, by engaging with the referral efforts upon which the parties may agree, and uses the Arbo Outsourcing Platform to connect with Third-Party Tax Professionals who will provide such tax preparation and accounting-related work and deliverables to the Arbo Outsourcing Customer.

1.7 “Third-Party Tax Professional” means a third-party, independent-contractor who is a (i) licensed, certified public accountant in the United States of America, or (ii) an Enrolled Agent, who has been accepted by Arbo to utilize the Arbo Platforms and continues to abide by these Terms, as well as all laws and regulations governing them in their capacity as a licensed, certified public accountant and/or Enrolled Agent, to utilize the Arbo Platforms. Third-Party Professionals may also be referred to, within the Arbo Platforms, as “Filers,” “Tax Professionals,” “Tax Preparers,” “Tax Pros,” and/or “Pros.”

1.8 “Enrolled Agent” means a federally-authorized tax practitioner who is verified to have satisfied the then-current requirements of an “enrolled agent” as defined in “Regulations Governing Practice before the Internal Revenue Service,” Treasury Department Circular No. 230, Title 31 Code of Federal Regulations, Subtitle A, Part 10, as amended from time to time.

2. ABOUT THE TERMS

2.1 These Terms govern access to or use by You (i.e., the Arbo Customer, Arbo Outsourcing Customer, or Third-Party Tax Professional) of the Services and the Arbo Platforms.

2.2 These Terms supersede all prior agreements or arrangements, verbal or written communications, with You, except if You are a Arbo Outsourcing Customer who has entered into a separate Outsourcing Agreement with Arbo or a Arbo Third-Party Tax Professional who has entered into a separate Subcontracting Agreement, in which event, the terms and conditions contained in the Outsourcing Agreement or Subcontracting Agreement shall control over any conflict with these Terms.

2.3 We may cease offering or deny access to the Services or any portion thereof at any time for any reason.

2.4 Supplemental terms may apply to certain Services, such as policies for a particular event, activity, or promotion, and such supplemental terms will be accessible by You in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

2.5 We may amend these Terms from time to time and strongly encourage You to return regularly to this page to review the current Terms. Amendments will be effective upon Our posting of i) updated Terms on this webpage and/or via a link on our website homepage https://arbohq.com; or ii) distribution of the amended Terms or supplemental terms regarding the applicable Service(s). By continuing to use the Services following any update or amendments to the Terms, You consent and agree to be bound by the Terms as amended.

3. TERMS APPLICABLE TO BOTH Arbo CUSTOMERS AND Arbo OUTSOURCING CUSTOMERS

3.1 The arbohq.com will prompt You to enter certain information (“Onboarding Information”) relating to the tax preparation, filing and/or accounting-related services and/or deliverables that You are seeking to have referred to a Third-Party Tax Professional (the “Work Request”) for completion.

3.2 We will provide Arbo Customers and Arbo Outsourcing Customers with an upfront estimate of the cost for the Work Request and any applicable fees (as more fully explained below in the “About Fees and Payment” in this Section III) for the Work Request based on Onboarding Information provided by You, which We will rely on presuming it is complete and accurate. Failure to provide complete and accurate information may result in additional charges, an inability of the Third-Party Tax Professional to complete the work, and may include the cessation of Services and the cancellation of any Work Request or subsequent Engagement (as defined in Section III.D., below).

3.3 The Arbo Platform or Arbo Outsourcing Platform will refer and route Your Work Request to Third-Party Tax Professionals.

3.4 The acceptance of Your Work Request by a Third-Party Tax Professional creates an “Engagement” between You and the Third-Party Tax Professional for the Third-Party Tax Professional to perform the work necessary to complete the Engagement.

3.5 The Third-Party Tax Professionals will conduct all necessary communication with You to perform the work covered by the Engagement through the Arbo Platforms.

3.6 THE ARBO PLATFORM AND ARBO OUTSOURCING PLATFORM ARE MERELY REFERRAL SERVICES, AND WE WILL RETAIN A REFERRAL FEE FROM ALL TRANSACTIONS CONDUCTED THROUGH THE THESE PLATFORMS.

3.7 AS A REFERRAL SERVICE, WE DO NOT HOLD OURSELVES OUT TO BE A CERTIFIED PUBLIC ACCOUNTANT, AN ENROLLED AGENT, OR A PROFESSIONAL FIRM, NOR A TAX PREPARATION SOFTWARE OR PROGRAM. WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY OF WORK TO BE PERFORMED, THE DISCRETION EXERCISED BY THIRD-PARTY TAX PROFESSIONALS, OR THE ADVICE GIVEN BY THIRD-PARTY TAX PROFESSIONALS.

3.8 THIRD-PARTY TAX PROFESSIONALS ARE THIRD-PARTY INDEPENDENT CONTRACTORS. REPRESENTATIONS AND OPINIONS MADE BY THIRD-PARTY TAX PROFESSIONALS ARE NOT BINDING ON Arbo. THE THIRD-PARTY TAX PROFESSIONALS ARE NOT OUR EMPLOYEES OR AGENTS AND ARE GIVEN NO AUTHORITY BY US TO ACT ON OUR BEHALF. THIRD-PARTY TAX PROFESSIONALS ARE FREE TO ACCEPT OR REJECT WORK REFERRED BY US IN THEIR OWN SOLE AND ABSOLUTE DISCRETION, AND ARE FREE TO COMPLETE ANY ACCEPTED WORK REFERRED BY US ON THEIR OWN SCHEDULE, ACCORDING TO THEIR OWN DISCRETION, AND IN THE MANNER THEY DECIDE IS MOST APPROPRIATE.

3.9 The availability of Third-Party Tax Professionals will vary based on demand and capacity and is subject to change without notice.

3.10 ABOUT FEES AND PAYMENT

3.10.1 The estimated price for Your use of the Services (“Service Amount”) and applicable fees (“Fees” or "Service Fees") are determined based upon the Onboarding Information provided by You and communicated by You prior to Your Work Request being accepted by a Third-Party Tax Professional. The estimated price for Your use of the Services and applicable fees may also include what was quoted to You by an Arbo Outsourcing Customer. Fees include all fees disclosed to You during the Onboarding Process and prior the submission of Your Work Request, as well as any fees otherwise disclosed and agreed to by You during Your use of the Services. Fees are applied at Our sole discretion and may be non-refundable. Fees may include, but are not limited to, the following:

3.10.1.1 “Audit Protection Fee” is a fee charged to individual Arbo Customers (but not Arbo Customers that are business entities) for the services and protections set forth in Section 4.4. of these Terms. The Audit Protection Fee may vary, and is discussed in further detail below; and

3.10.1.2 “Technology Fee” is a fee charged for expenses associated with, including but not necessarily limited to, data storage, payment processing, customer support, and encryption.

3.10.2 You will be required to pay a portion of the total estimated price (i.e., the Service Amount and all Fees) at the time You submit Your Work Request. The balance of the total price will be charged upon completion of the Engagement or Your failure to respond to the Third-Party Tax Professional request to review his/her work for completion, which request will be made through the Arbo Platforms, within 72 hours of the such notice being sent to You through the Arbo Platforms. Upon project completion, the remaining balance will be automatically charged to the payment method on file.

3.10.3 Your Service Amount is subject to change, including during preparation of the documents comprising Your Engagement and following completion of the work, depending on several factors, including but not limited to, (i) Your Third-Party Tax Professional reasonably requests a price increase based on unforeseeable circumstances within the Engagement, (ii) Your Engagement requires more work than previously anticipated based on new information provided by You after the Service Amount was provided to You, (iii) the information provided by You prior to being provided the Service Amount was incorrect or incomplete, or (iv) if a price increase becomes necessary in order to incentivize the Third-Party Tax Professional to accept Your Work Request. In the event that Your Service Amount changes, You will be notified through the Arbo Platforms and requested to accept the amended Service Amount. If You do not accept the amended Service Amount, Your Work Request and/or Engagement will be canceled in accordance with the Cancellation Policy set forth in Section 3.10.6., below.

3.10.4 You may also be required to pay fees and charges to others in connection with Your use of the Services. For example, Your mobile or Internet service provider may impose charges for use of Your device in connection with the use of the Services, including fees for data transmissions and/or other charges. It is Your responsibility to understand and pay for all such charges.

3.10.5 If, after the Third-Party Tax Professional has completed the Engagement, You need to file an amended return with a revenue authority or require additional Services, You may contact Us at support@arbohq.com, or through the Help Center Chat within the Arbo Platforms. New charges and fees may apply.

3.10.6 Cancellation Policy. If You ordered, agreed to, and paid for Services but thereafter canceled Your use of these Services (“Cancellation Request”), You may be eligible for a full or partial refund of Your Service Amount and Fees paid, less any Cancellation Fee. All Cancellation Requests will be evaluated at the time of receipt by Arbo, and must be made in writing, via email, to support@arbohq.com. Your eligibility for Our Refund Policy will differ depending on when Your Cancellation Request is received by Arbo, which may in turn affect the amount of Your cancellation fee (“Cancellation Fee”), if any.

3.10.6.1 If Your Cancellation Request is received by Us before a Third-Party Tax Professional has accepted Your Work Request, You will receive a full refund, including for Fees paid, and will not be charged a Cancellation Fee.

3.10.6.2 If Your Cancellation Request is received by Us after a Third-Party Tax Professional has accepted Your Work Request, but prior to reviewing Your relevant tax documents, then You will be charged a Cancellation Fee in an amount equaling fifteen percent (15%) of the total of Your Service Amount plus Fees.

3.10.6.3 If Your Cancellation Request is received by Us after a Third-Party Tax Professional has accepted Your Work Request and commenced working on Your Engagement following review of Your relevant tax documents, You will be charged a Cancellation Fee in an amount equaling thirty-five percent (35%) of the total of Your Service Amount plus Fees.

3.10.6.4 If Your Cancellation Request is received by Us after a Third-Party Tax Professional has accepted Your Work Request and has substantially completed the tax return and/or other tax documents associated with the Engagement, then You will be charged a Cancellation Fee in an amount equaling seventy percent (70%) of the total of Your Service Amount plus Fees. Substantial completion will be determined by arbohq.com in its sole discretion.

3.10.6.5 If Your Cancellation Request is received by arbohq.com after a Third-Party Tax Professional has completed the Engagement or has submitted Your prepared tax documents to You and/or all appropriate federal and/or state taxing authorities, or You failed to respond to the Third-Party Tax Professional request to review his/her work for completion, which request will be made through the arbohq.com, within 72 hours of the such notice being sent to You through the arbohq.com Platforms, Your Cancellation Request will be denied, and you will be charged in full for the Services.

4. TERMS APPLICABLE TO ARBO CUSTOMERS ONLY

The following terms and conditions in this Section IV apply only to Arbo Customers:

4.1 Electronic Filing

4.1.1 The Third-Party Tax Professional You have engaged will notify You through the Arbo Platform upon completion of all the tax documents related to Your Engagement, and provide You with copies of such for Your review and approval.

4.1.2 Thereafter, You will be required to provide Your electronic signature to indicate that You have reviewed and accepted the documents provided to You by Your Third-Party Tax Professional, as well as to grant or execute any authorizations that Your Third-Party Tax Professional may require in order to electronically file Your tax documents with the appropriate federal and/or state taxing authority. If Your Third-Party Tax Professional does not receive Your electronically signed and approved tax documents, including any authorizations, or a written notification from You explaining why You are withholding Your approval of such, within 72 hours of the Third-Party Tax Professional notifying You, through the Arbo Platform, that such documents and authorizations are needed, You will be deemed to have chosen to file the documents on Your own, to have accepted the documents, and to be satisfied with the services rendered, in which case neither Arbo nor the Third-Party Tax Professional shall have any further obligations to You. If the foregoing occurs, You will be charged in full. You are solely responsible for any delay, penalty, late-filing, or other consequence caused by Your failure to promptly approve and execute any such documents.

4.1.3 After You sign and accept Your tax return and any needed authorizations, You will forward Your signed documents through the Arbo Platform to the Third-Party Tax Professional who has prepared Your return, where it will be converted to and stored in the appropriate format, as determined in the sole discretion of the Third-Party Tax Professional, to be transmitted to the applicable federal and/or state taxing authority, if any.

4.1.4 You are solely responsible for verifying the status of Your return to confirm that it has been filed with, received, and accepted by the applicable taxing authority and for taking appropriate alternative actions, if necessary, for filing it manually in the event that the taxing authority rejects Your electronically filed return (e.g., if taxpayer name and social security number do not match). You are responsible for examining Your tax return for reasonableness and indications of obvious errors before the electronic or paper filing.

4.1.5 Arbo and/or the Third-Party Tax Professional may store and maintain information that You provide in relation to Your use of the Services. You should save Your tax return on the device or method of Your choosing as Your data may be deleted by Arbo at any time and at Arbo’s discretion. It is therefore strongly recommended that You frequently back-up and save Your tax return data. You can also print and retain a physical copy of Your tax return(s) for Your records.

4.1.6 You understand and agree that electronic filing or e-filing may not be available in some states or applicable to some returns. Some states may require You to e-file Your federal and state tax returns at the same time. You further understand and agree that We cannot and do not guarantee the performance of the Internet or any third party or third-party system or service or that, once transmitted, the applicable revenue authority will receive, accept, or process Your tax return (e.g., due to failures of the Internet or of the taxing authority computer systems or networks, due to You entering incorrect contact or identifying information, or any other reason beyond Our control). 

4.1.7 Arbo’s sole responsibility with respect to e-filing Your tax return(s) is limited to using commercially reasonable efforts to facilitate Your transmission of Your tax return(s) using the Arbo Platform to Your Third-Party Tax Professional.

4.1.8 While the exact date varies from year to year and is completely at the IRS’ discretion, the Internal Revenue Service (“IRS”) typically commences its acceptance of electronically filed returns on the later half of January each calendar year, usually sometime between January 20th to January 30th. The IRS requires the Third-Party Tax Professional to notify it in connection with the electronic filing of Your tax return of the Internet Protocol address of the mobile device from which the return originated and whether the email address of the person electronically filing the return has been collected. By using the Services to prepare and submit Your tax return, You consent to the disclosure to the IRS and any other tax or revenue authority of all information relating to Your use of such electronic filing services.

4.2 Paper Filing If You do not qualify for electronic filing or choose to paper file, You can create a copy of Your completed tax return by printing Your return and mailing it Yourself to the proper taxing authority. If You utilize this option, You must notify Us, in writing to support@arbohq.com or via the Help Center Chat, and notify Your Third-Party Tax Professional in writing of Your paper filing. If Your Third-Party Tax Professional does not receive Your signed and approved tax documents, including any authorizations, or a written notification from You explaining why You are withholding Your approval of such, within 72 hours of the Third-Party Tax Professional notifying You, through the Arbo Platform, that such documents and authorizations are needed, You will be deemed to have chosen to file the documents on Your own, to have accepted the documents, and to be satisfied with the services rendered, in which case neither Arbo nor the Third-Party Tax Professional shall have any further obligations to You. If the foregoing occurs, You will be charged in full. You are solely responsible for any delay, penalty, late-filing, or other consequence caused by Your failure to promptly approve and execute any such documents.

4.3 Import Services The Arbo Platform may include features that allow You to import, where applicable, certain financial and/or tax related information from participating financial institutions, payroll processors, personal financial software, business financial software, and charitable deduction information from its software or services. You are responsible for verifying the accuracy of the information that is imported and You assume all risks regarding such an import of information.

4.4 Arbo Assurances The following terms and conditions in this Section IV.D., apply only to individual Arbo Customers and do not apply to Arbo Customers that are business entities:

4.4.1 Arbo Protection 

4.4.1.1 This provision applies only to those Engagements for which We, at Our discretion, charge the associated Audit Protection Fee for.

4.4.1.2 Penalties and Interest. If You have fully paid for the Services and You pay an IRS or state penalty and/or interest solely because of a calculation error on a form prepared for You using the Services, and not as a result of, among other things: i) Your failure to enter all required information accurately or to promptly complete all necessary paperwork, including signing and approving documents, for timely filing; ii) Your failure to verify the accuracy of the information provided through the Services; iii) willful, fraudulent, or negligent omission or inclusion of information on Your tax return; iv) misclassification of information on the tax return; v) failure to file an amended return to avoid or reduce an applicable penalty/interest; or vi) Your failure to abide by these Terms or Our announced updates or corrections to the Services to file an amended return in time for You to avoid the IRS or state penalty and/or interest (collectively, the “Individual Fault Reasons”), then Arbo Technologies will pay You the amount of the IRS or state penalty and/or interest actually paid by You, and only for the most current year, to the IRS or state following proof thereof. You are responsible for paying any additional tax liability You may owe and for providing any other information We reasonably request to evaluate Your claim.

4.4.1.3 Audits. If You have fully paid for the Services and You are audited by the IRS or any other United States Federal or State tax authority, and such audit was not caused, in whole or in part, by any of the Individual Fault Reasons, then Arbo will provide You with representation for Your Audit (“Your Audit”). However, Arbo Protection does not apply to non-governmental audits or audits conducted by foreign entities.

4.4.1.4 Notification to Arbo. If You believe the protections in Section IV.D.1. apply to Your situtation, You must notify Us as soon as You learn of that You are or will be audited (and in no event later than 30 days after the later of (i) the date that the penalty or interest is assessed, or (ii) You being notified by the IRS, or any other Federal or State Tax Authority, of Your Audit) at support@arbohq.com. To resolve Your matter, We require Your Arbo tax data file and other supporting information such as a copy of the IRS/state notice, evidence of payment of the specified penalty and/or interest, and a copy of Your tax return. Once all the necessary data and documents have been received, We will respond as to whether You qualify for the protections described above.

4.4.2 Maximum Refund (or Tax Savings) Assurance or Your Money Back.

4.4.2.1 If You have fully paid for the Services and none of the Individual Fault Reasons apply to You, and You receive a larger refund amount or must pay a smaller tax due amount using another tax preparation method that utilizes reputable paid tax preparers, other than a Third-Party Tax Professional, then We will refund to You the applicable fees paid by You for the use of the Services. Claims must be submitted within sixty (60) days of the date You ended the Services, but no later than December 26th, of the same calendar year for which you requested the Services, and are claiming a larger refund amount or must pay a smaller tax due amount using another tax preparation method that utilizes reputable paid tax preparers , must include evidence of use of another tax preparer, and must include evidence acceptable to Us of a lower taxable position.

4.4.3 Money-Back Assurance. If You received and fully paid for the Services and none of the Individual Fault Reasons apply to You, and You are not reasonably satisfied with Your tax preparation performed by the Third-Party Tax Professional, then You may qualify for Our Money-Back Assurance. To qualify, You must report the issue to Us within three (3) business days of Your Third-Party Tax Professional submitting the work pertaining to Your Engagement to You for Your review, by email to support@arbohq.com. We will decide, in our sole discretion, whether the work performed is unsatisfactory, or may exercise our discretion to qualify Your claim for another reason, or deny it altogether.

4.4.3.1 If You qualify for the Money-Back Assurance, We will either credit Your account for future Services in the amount that You paid for the Services, or, at Your request, We will refund Your credit card in the amount paid, or, alternatively, We will have Your Work Request re-performed, by a different Third-Party Tax Professional. If the Services are re-performed and You are not reasonably satisfied with Your tax preparation, Arbo Technologies will refund the amount paid for the specific Services with which You are not reasonably satisfied. The amount of Arbo’s Money-Back Assurance is limited to any Payment You actually made in connection with Your use of these Services. Arbo’s Money-Back Assurance does not apply to any other cost, liability, damage, injury, or claim arising from or relating to, or in connection with Your use of these Services.

4.4.3.2 If we determine in Our sole and absolute discretion that the work performed by the Third-Party Tax Professional for Your Engagement is satisfactory, then You will not qualify for Arbo’s Money-Back Assurance. As a result, We will not make any refund of monies You have paid.

4.5 Term and Termination; Cancellation of Engagements

4.5.1 Term. These Terms shall continue in full force and effect until such time as they are terminated by You or by Us.

4.5.2 Termination by Us. We may terminate our relationship pursuant to these Terms or terminate or suspend Your right to use the Arbo Platform at any time for any or no reason by providing You with written or email notice of such termination to the physical or email address You have provided Us. If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, We reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal, and injunctive redress. When terminating Your account, We may delete the account and all the information in it. You have no ownership rights to your account.

4.5.3 Termination by You. You may terminate these Terms by completely and permanently ceasing to use the Arbo Platform (provided that there are no outstanding Services or requests ordered under Your password or account) and by closing any account You have opened on Arbo. If you attempt to terminate these Terms while there are still outstanding Services or requests ordered under Your password or account, these Terms shall not terminate until such Services, Work Request(s), and/or Engagement(s) have been performed, paid for, or otherwise canceled as permitted by Us.

4.5.4 Policy for Appointment Cancellation by Third-Party Tax Professional. When a Third-Party Tax Professional cancels a scheduled Engagement, the Arbo Platform generally notifies You and makes Your Work Request available for another Third-Party Tax Professional to select. However, We cannot guarantee that a canceled appointment will be selected by another Third-Party Tax Professional and will be rescheduled or that the Work Request will be completed.

5. TERMS APPLICABLE TO ARBO OUTSOURCING CUSTOMERS ONLY

The following terms and conditions in this Section V apply only to Arbo Outsourcing Customers:

5.1 “Uptime” means the percentage of time in a calendar month that the Arbo Outsourcing Platform and Services are available for access, as measured by Arbo. Arbo strives for a 100% Uptime. If Uptime falls below 99.9% in a given calendar month, Arbo will notify You and reduce the monthly invoice amount in proportion to the time frame that fell below the 99.9% Uptime that calendar month (“Arbo 99.9% Uptime Guarantee”). The Arbo Uptime Guarantee will not apply in the following circumstances: (a) circumstances beyond Arbo’s reasonable control, including but not limited to war, terrorism, labor disturbance, interruption of telecommunications, failure of third party software or services, or acts of God; (b) network issues outside of Arbo’s control, including DNS and connectivity problems; (c) acts or omissions by authorized users; (d) Downtime that has been advised to you 72 hours in advance; (e) Downtime resulting from individual periods of non-availability lasting less than five (5) minutes; or (6) a party has given notice of termination.

5.2 Warranty by Arbo Outsourcing Customer. You represent and warrant that You have either made all necessary disclosures to, or have obtained all necessary authorizations from, Your client to outsource to third parties, including the Third-Party Tax Professionals, the work requested as part of any Work Request or Engagement submitted by You through the Arbo Outsourcing Platform. You understand and agree that Arbo is relying on Your warranty and representation in allowing You to utilize the Arbo Outsourcing Platform.

5.3 Import Services. The Arbo Outsourcing Platform may include features that allow You to import, where applicable, certain financial and/or tax related information from participating financial institutions, payroll processors, financial software, business financial software, and charitable deduction information from its software or services. You are responsible for verifying the accuracy of the information that is imported and You assume all risks regarding such an import of information.

5.4 Arbo and/or the Third-Party Tax Professional may store and maintain information that You provide in relation to Your use of the Services. You should save all information submitted to and received from the Arbo Outsourcing Platform on the device or method of Your choosing as such data may be deleted by Arbo at any time and at Arbo’s discretion.

5.5 The Third-Party Tax Professional will notify You via the Arbo Outsourcing Platform upon completion of all the tax and accounting documents and/or deliverables related to Your Engagement, and provide You with copies of such for their review and approval. Within three (3) business days of receiving such notice, You are required to review the documents submitted by the Third-Party Tax Professional for Your review and approval and either approve them as complete or reject them as incomplete or unsatisfactory. If You reject any document or work as incomplete or unsatisfactory, You must provide the details of what specific items of the Engagement are incomplete or unsatisfactory to the Third-Party Tax Professional via the Arbo Outsourcing Platform and to Us by email to support@arbohq.com.

5.6 During Your use of the Services and for two years after You cease using the Services, You agree that You will not directly or indirectly, on Your own behalf or in the service or on behalf of others, in any capacity, solicit or attempt to solicit for purposes of employment (whether as an employee or independent contractor) any Third-Party Tax Professional. Failure to abide by this provision, shall result in Arbo discontinuing Your right to use these Services, and Arbo may seek all remedies available against You to enforce this provision and cover any damages, including attorneys’ fees, sustained by Arbo, as a result thereof. You acknowledge and agree that the restrictions set forth in this paragraph including, but not limited to, the time period of the restrictions and the scope of the restrictions, are fair and reasonable and are not the result of overreaching, duress or coercion of any kind. You also acknowledge and agree that Your full, uninhibited and faithful observance of the Terms will not cause any undue hardship, financial or otherwise, and that the enforcement of this non-solicitation provision or any other provision in these Terms, will not impair Your ability to obtain qualified employees and independent contractors outside of using the Services. You further acknowledge and agree that if You violate the terms of this paragraph, the restrictive period shall be extended by a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation cease. Arbo and You agree that in the event any arbitrator or court shall hold that the time and scope restrictions in this paragraph constitute an unreasonable restriction on You, You hereby expressly agree that this paragraph shall not be rendered void, but shall apply to a term or to such other extent as the arbitrator or may deem a reasonable restriction under the circumstances.

6. TERMS APPLICABLE TO THIRD-PARTY TAX PROFESSIONALS ONLY

The following terms and conditions in this Section VI apply only to Third-Party Tax Professionals:

6.1 You represent and warrant that You qualify as a Third-Party Tax Professional that is in good standing, and have, and will, fully, accurately, and honestly have, or will respond to any requests made by Arbo to You within 24 hours of a request from Arbo. If You fail to timely respond, Arbo may terminate any agreements with You and may deny You access to the Services. If for any reason, You should cease to qualify as a Third-Party Tax Professional that is in good standing, You shall immediately notify Arbo at support@arbohq.com, and cease Your use of these Services.

6.2 Arbo will refer Arbo Customers and Arbo Outsourcing Customers to You, in Your capacity as a Third-Party Tax Professional via the Arbo Platform and Arbo Outsourcing Platform’s Job Pool (“Job Pool”). You understand and agree that You are not eligible to receive or accept Work Requests from Arbo Outsourcing Customers or through the Arbo Outsourcing Platform Job Pool unless You are located in the United States of America and all work performed by You for the particular Work Request will be performed within the United States of America. Moreover, You acknowledge and agree that You will only accept Work Requests for work that you believe You are qualified to perform.

6.3 The Job Pool will allow You to access Work Requests submitted by Arbo Customers and Arbo Outsourcing Customers seeking tax preparation, filing and/or accounting-related services and deliverables.

6.4 Each Work Request will provide a short description of the work desired by the Arbo Customer of Arbo Outsourcing Customer making the request, estimated payment amount for taking on the request (“Estimated Payment”), and a deadline for completion (“Deadline”). You will be able to choose from Work Requests made available to You.

6.5 For every Work Request that You elect to accept and perform in exchange for the Estimated Payment, which creates an Engagement, You agree to:

6.5.1 Perform the Engagement in a professional, timely, and accurate manner consistent with these Terms for the particular Arbo Customer of Arbo Outsourcing Customer as Your client (“Client”) in Your role as an independent Third-Party Tax Professional;

6.5.2 Prepare any and all forms, schedules, and other documents required by Your Client, as determined solely by You in your capacity as an independent Third-Party Tax Professional, to complete the Engagement;

6.5.3 For Arbo Customers, promptly complete and, where applicable, file Your Client’s tax return, and sign the tax return as the “Paid Preparer.” A “Paid Preparer” is an individual who, for compensation, prepares all or substantially all of a tax return or claim for refund; and

6.5.4 Only communicate with Your Client(s) via the Arbo Platforms.

6.5.5 Refrain from contacting the Arbo Outsourcing Customer’s client without the Arbo Outsourcing Customer’s prior written consent.

6.5.6 Report to Arbo any lost or stolen devices You caused to contain information and data related to a Arbo Outsourcing Customer or Arbo Customer and to ensure that any information or data related to a Arbo Outsourcing Customer or Arbo Customer is unreadable, erased, wiped, or otherwise inaccessible prior to disposing of, renting, selling, retiring, lending, or otherwise relinquishing control of any such device.

6.6 Non-Solicitation. During Your use of the Services, and for two years after completing an Engagement for a Arbo Customer or Arbo Outsourcing Customer, You agree that You will not directly or indirectly, on Your own behalf or in the service or on behalf of others, in any capacity, solicit or attempt to solicit the business of any Arbo Customer or Arbo Outsourcing Customer or the client of any Arbo Outsourcing Customer. Failure to abide by this provision, shall result in Arbo discontinuing Your right to use these Services, and Arbo and Arbo Outsourcing Customers (who are expressly Third Party Beneficiaries under this provision) may seek all remedies available against You to enforce this provision and cover any damages, including attorneys’ fees, sustained as a result thereof. You acknowledge and agree that the restrictions set forth in this paragraph including, but not limited to, the time period of the restrictions and the scope of the restrictions, are fair and reasonable and are not the result of overreaching, duress or coercion of any kind. You also acknowledge and agree that Your full, uninhibited and faithful observance of the Terms will not cause any undue hardship, financial or otherwise, and that the enforcement of this non-solicitation provision or any other provision in these Terms, will not impair Your ability to obtain acceptable gainful employment. You further acknowledge and agree that if You violate the terms of this paragraph, the restrictive period shall be extended by a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation cease. Arbo and You agree that in the event any arbitrator or court shall hold that the time and scope restrictions in this paragraph constitute an unreasonable restriction on You, You hereby expressly agree that this paragraph shall not be rendered void, but shall apply to a term or to such other extent as the arbitrator or may deem a reasonable restriction under the circumstances.

6.7 You represent and warrant that You are fully authorized and empowered to accept and honor these Terms, and that the performance of the obligations under these Terms will not violate or infringe upon the rights of any third party, or violate any agreement between You and any other person, firm or entity, or any law or governmental regulation. Specifically, You represent that You are not subject to, or in violation of, any non-compete, or similar provision, with any third party, individual or entity, through Your use of these Services. You further represent and warrant that You will only use information and data provided by Arbo Outsourcing Customers as is necessary to effect, administer, or enforce the tax preparation services requested by the Arbo Outsourcing Customer, which may be a “financial institution” as defined by the Gramm-Leach-Bliley Act. You agree to indemnify, defend, and hold Arbo and its affiliates, and their respective officers, directors, agents, and employees, harmless from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, liabilities (whether actual or contingent), and expenses, including reasonable attorneys' fees and costs, arising out of or relating to Your violation of any non-compete or other restrictive covenant that You may have with any third party, individual or entity, through Your use of these Services.

6.8 NON-DISCLOSURE AND CONFIDENTIALITY. WITH RESPECT TO Arbo OUTSOURCING WORK REQUESTS AND ENGAGEMENTS, YOU AGREE TO KEEP CONFIDENTIAL AND TO NOT DISCLOSE OR MAKE KNOWN TO THE PUBLIC, THE CLIENT OF THE Arbo OUTSOURCING CUSTOMER, OR ANY OTHER PERSON, YOUR RELATIONSHIP WITH THE Arbo OUTSOURCING CUSTOMER. YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF YOUR BREACH (WHETHER ACTUAL, IMPLIED OR THREATENED) OF THIS PROVISION, THAT Arbo’S AND THE Arbo OUTSOURCING CUSTOMER’S (WHO ARE EXPRESSLY THIRD-PARTY BENEFICIARIES OF THIS PROVISION) REMEDIES AT LAW WILL BE INADEQUATE. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT IN SUCH EVENT, Arbo AND/OR THE Arbo OUTSOURCING CUSTOMER SHALL HAVE THE RIGHT TO SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF WITHOUT BEING REQUIRED TO SHOW ANY ACTUAL DAMAGE TO Arbo AND/OR THE Arbo OUTSOURCING CUSTOMER OR TO POST AN INJUNCTION BOND IN ADDITION TO ANY AND ALL OTHER REMEDIES AND RIGHTS AT LAW OR IN EQUITY, ALL OF WHICH SHALL BE CUMULATIVE.

6.9 Arbo may discontinue Your use of the Services for any reason, in Arbo’s sole and absolute discretion.

6.10 WE ARE MERELY A REFERRAL SERVICE, AND WILL RETAIN A REFERRAL FEE FROM ALL TRANSACTIONS CONDUCTED THROUGH THE Arbo Platforms.

6.11 AS A REFERRAL SERVICE, WE ARE NOT, AND DO NOT HOLD OURSELVES OUT TO BE, A CERTIFIED PUBLIC ACCOUNTANT, AN ENROLLED AGENT, OR A PROFESSIONAL FIRM, NOR A TAX PREPARATION SOFTWARE OR PROGRAM. WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY OF WORK YOU WILL PERFORM, THE DISCRETION EXERCISED BY YOU AND ANY OTHER THIRD-PARTY TAX PROFESSIONALS, OR THE ADVICE GIVEN BY YOU AND ANY OTHER THIRD-PARTY TAX PROFESSIONALS.

6.12 YOU ARE A THIRD-PARTY INDEPENDENT CONTRACTOR, AND NOT AN EMPLOYEE OF Arbo. REPRESENTATIONS MADE BY YOU ARE NON-BINDING ON Arbo. YOU ARE NOT A Arbo EMPLOYEE OR AGENT, AND YOU HAVE NO AUTHORITY TO ACT ON Arbo’S BEHALF OR HOLD YOURSELF OUT AS A Arbo EMPLOYEE OR AGENT. YOU ARE FREE TO ACCEPT OR REJECT WORK REFERRED BY Arbo IN YOUR SOLE AND ABSOLUTE DISCRETION. REPRESENTATIONS MADE TO AND WORK PERFORMED FOR YOUR CLIENT, WILL BE RELIED UPON BY YOUR CLIENT SOLELY BASED ON YOUR PROFESSIONAL OPINION.

6.13 Work Request availability will vary based on demand and capacity and is subject to change without notice.

6.14 You shall provide the necessary equipment and software to complete any Engagement, including any specific software requested by a Arbo Outsourcing Customer.

6.15 You agree to notify Arbo of any change(s) to the Your schedule that could adversely affect Your availability, whether known or unknown at the time of acceptance of these Terms, no later than 24 hours after accepting a Work Request that could be adversely affected by such change(s).

6.16 To complete engagements for Arbo Outsourcing Customers, You will notify the Client via the Arbo Outsourcing Platform upon completion of all tax documents and deliverables related to the particular Engagement, and provide the Client with copies of the tax documents and deliverables for their review and approval. Thereafter, the Client will be required to review Your work and either approve it as complete or reject it as incomplete or unsatisfactory.

6.17 To complete engagements for Arbo Customers:

6.17.1 You will notify Your Client via the Arbo Platform upon completion of all the tax documents related to the particular Engagement, and provide Your Client with copies of such for their review and approval.

6.17.2 Thereafter, Your Client will be required to provide their electronic signature where applicable, to indicate that they have reviewed and accepted the documents provided by You, as well as to grant or execute any authorizations that You may require, in order to electronically file Your Client’s tax documents with the appropriate federal and/or state taxing authority. However, if Your Client does not qualify for electronic filing, Your Client can create a copy of their completed return by printing it out and mailing it themselves. If Your Client elects or is required to utilize this paper filing option, You must notify them with instructions on how to do so, and must follow up with Your Client to confirm filing. If Your Client elects or is required to utilize this paper filing option, You must notify Us in writing at support@arbohq.com.

6.17.3 After Your Client signs and accepts Your completed Work, and provides You with Your requested authorizations via the Arbo Platform, You will convert the finalized, executed documents to and store them in the appropriate format, as determined in Your sole discretion as a Third-Party Tax Professional, in order to transmit to or e-file with the applicable federal and/or state taxing authority.

6.17.4 You understand and agree that e-filing may not be available in some states. Some states may require You to e-file Your Client’s state tax returns, and attached federal return, when e-filing. You further understand and agree that Arbo cannot and does not guarantee the performance of the Internet or any third party or third-party system or that, once transmitted, the applicable revenue authority will receive, accept or process the documents You have prepared (e.g., due to failures of the Internet or of the revenue authority computer systems or networks, due to You or Your Client entering incorrect contact or identifying information, or any other reason beyond Arbo’s control). Arbo’s sole responsibility with respect to e-filing Your Client’s tax return is limited to using commercially reasonable efforts to transmit Your Client’s tax return electronically to You, where You will perform the electronic filing of Your Client’s return and will use commercially reasonable efforts to transmit Your Client’s tax returns electronically to the applicable revenue authorities if Your Client selects and qualifies for e-filing.

6.17.5 While the exact date varies from year to year and is completely at the IRS’ discretion, the Internal Revenue Service (“IRS”) typically commences its acceptance of electronically filed returns on the later half of January each calendar year, usually sometime between January 20th to January 30th. The IRS requires You to notify it in connection with the electronic filing of Your Client’s tax return of the Internet Protocol address of the mobile device from which the return originated and whether the email address of the person electronically filing the return has been collected. By using the Services to prepare Your Client’s tax return, You consent to the disclosure to the IRS and any other tax or revenue authority of all information relating to Your and Your Client’s use of such electronic filing services.

If Your Client does not qualify for electronic filing with any applicable revenue authority, You will be required to notify Your Client how to paper file their return.

6.18 ABOUT FEES AND PAYMENT

6.18.1 There are no fees or charges for Your initial signup and pre-Engagement utilization of these Services.

6.18.2 Arbo Customers and Arbo Outsourcing Customers pay a referral fee to Arbo in exchange for being referred to You and for utilizing the arbohq.com Platforms.

6.18.3 In exchange for satisfactorily completing an Engagement, You will receive the Estimated Payment for that Engagement. An Engagement with a Arbo Customer is considered “complete” upon You marking Your Engagement as such in the Arbo Platform, confirming that You have properly finished the Engagement and associated work, or if You notify Your Client through the Arbo Platform to review Your work for competition and Your Client fails to respond to such request within 72 hours of such notice being sent to them through the Arbo Platform. An Engagement with a Arbo Outsourcing Customer is considered “complete” upon You marking Your Engagement as such in the Arbo Outsourcing Platform, confirming that You have properly finished the Engagement and associated work, and the Arbo Outsourcing Customer has approved it as complete.

6.18.4 The Estimated Amount is initially based upon the information provided by Your Client(s) during their use of the arbohq.com Platforms. If after You have commenced an Engagement, and You believe the Estimated Amount is incorrect, due to any reason, including Client error, contact Arbo immediately at support@arbohq.com. For Our consideration, You should provide Your justification as to why You are requesting a payment modification. If Arbo determines the Estimated Amount is inaccurate, pending the Arbo Customer’s or Arbo Outsourcing Customer’s approval, the Estimated Amount will be modified, and You may continue to complete the Engagement for the modified Estimated Amount, or request that Arbo remove You from the Engagement. If Arbo determines that the Estimated Amount is accurate, the Estimated Amount will not be modified, and You may continue to complete the Engagement for the original Estimated Amount or request that Arbo remove You from the Engagement. You must promptly notify Arbo and Your Client of Your decision.

6.18.5 The Estimated Amount is subject to change after You have commenced an Engagement depending on several factors, including but not limited to: (i) Your reasonable request for an Estimated Amount change based on unforeseeable circumstances; (ii) the Engagement requires more work than previously anticipated at the time of the Work Request, based on new information provided by Your Client to You after Your commencement of the Engagement; (iii) the information provided by Your Client at the initiation of the Work Request, prior to engaging You, was incorrect or incomplete; or (iv) Your failure to satisfactorily complete the Engagement.

6.18.6 All payments and fees that apply to Your use of the Services shall be made through a third-party provider. Additionally, You may also be required to pay fees and charges to others in connection with Your use of the Services. For example, Your professional tax preparation and e-filing software may impose charges for Your use in connection with the use of the Services, including fees for purchasing said software and for e-filing returns; Your mobile provider or Internet service provider may impose charges for use of Your device in connection with the use of the Services, including fees for data transmissions and/or other charges. It is Your responsibility to understand and pay for all such charges.

6.18.7 You may also be charged a Processing Fee (“Processing Fee”), for expenses associated with third-party payment services.

6.19 Arbo Assurances

6.19.1 Arbo Protection. You must ensure the accuracy of the calculations on every form prepared, by You, for Your Client(s), when using the Services. Ensure that all information was correctly entered through the Services, by You and Your Client. You are responsible for confirming with Your Client(s), that the information Your Client(s) entered in the use of these Services is complete and accurate.

6.19.2 Penalties and Interest. If any of Your Clients engaged through Your use of these Services, pays an IRS or state penalty and/or interest solely because of a calculation error or professional negligence performed by You, and not as a result of, among other things: i) Your Client’s failure to enter all required information accurately or to promptly complete all necessary paperwork, including signing and approving documents, for timely filing; ii) Your Client’s failure to verify the accuracy of the information entered through the Services; iii) Your Client’s willful, fraudulent, or negligent omission or inclusion of information on Your Client’s tax return; iv) Your Client’s misclassification of information on their tax return; v) Your Client’s failure to file an amended return to avoid or reduce an applicable penalty/interest; or vi) Your Client’s failure to abide by Arbo’s announced updates or corrections to the Services to file an amended return in time for Your Client to avoid the IRS or state penalty and/or interest (the “Client Fault Reasons”), then Arbo will pay Your Client, in the amount of the IRS or state penalty and/or interest paid to the IRS or state. If Arbo makes payment to Your Client pursuant to this provision, You will reimburse Arbo the amount Arbo paid to Your Client or other party. Your failure to so reimburse Arbo may result in, but is not limited to, the withholding of other monies owed to you for unrelated Work Requests, in lawsuits or claims, and/or in the forfeiture of Your right to use these Services. You agree that Arbo shall be allowed to apply any payments otherwise due to You against any debts or other monies owed by You to Arbo.

6.19.3 Audits. If any of Your Clients are audited by the IRS, or any other United States federal or state tax authority, solely because of a calculation error or professional negligence performed by You and not due to any of the Client Fault Reasons, then Arbo may provide Your Client, with representation for their Audit, or cover the associated costs for such. However, Arbo Audit Protection does not apply to audits by non-governmental audits or audits conducted by foreign entities. If Arbo makes payment to Your Client or other party related to such an audit pursuant to this provision, You will reimburse Arbo the amount Arbo paid to Your Client or other party. Your failure to so reimburse Arbo, may result in, among other possible actions by Arbo, the withholding of other monies owed to You for unrelated Work Requests, in lawsuits or claims, and/or in the forfeiture of Your right to use these Services. You agree that Arbo shall be allowed to apply any payments otherwise due to You against any debts or other monies owed by You to Arbo.

6.19.4 You are aware that Arbo promotes the aforementioned protections to individuals and certain entities utilizing Arbo’s Services, including, but not limited to, individual Arbo Customers, and potential and actual Clients, engaged by You, in the use of these Services. You are aware that Arbo promotes such protections, in an effort to promote peace of mind and security for those individual Arbo Customers who utilize Arbo’s Services for tax preparation and filing. You are aware that Arbo offers Audit Protection in reliance upon the work performed by You for the Client(s) referred to You through the arbohq.com Platforms. You guarantee the accuracy of Your work performed on all forms, schedules, and other deliverables prepared by You. You make this guarantee to both Your Client and to Arbo.

6.19.5 Under these Terms of Use, Your Client is considered a “Arbo Protection Claimant,” once Your Client has notified Arbo of their claim (“Arbo Protection Claim”) for Arbo Protection coverage. Arbo, in its sole and absolute discretion, will determine if Arbo Protection Claimant is entitled to coverage under Arbo’s Audit Protection. Arbo, in its sole and absolute discretion shall make the determination of whether any negligence, miscalculation, or error, made by You, would qualify Your Arbo Protection Claimant for coverage under Audit Protection.

6.19.6 A Arbo Protection Claimant, determined by Arbo to be covered under Arbo’s Audit Protection (“Covered Arbo Protection Claimant”), will receive remuneration in amounts solely determined by Arbo. 

6.19.7 Should a claim for Audit Protection be made by one of Your Clients alleging Your negligence, miscalculation, or error, You guarantee and agree to:

6.19.7.1 fully cooperate and communicate with Arbo in any ongoing inquiry regarding the claim;

6.19.7.2 reimburse Arbo, for any and all amounts paid by Arbo related to Your Covered Arbo Protection Claimant;

6.19.7.3 reimburse Arbo, all costs (“Arbo Protection Reimbursement Costs”) incurred by Arbo in relation to the preparation and filing of any and all necessary documents with the appropriate federal or state tax authorities, and/or representing Your Covered Arbo Protection Claimant in any related audit or similar proceeding, that may be associated with correcting Your negligence, miscalculation, or error, for Your Covered Arbo Protection Claimant (“Corrective Work”). Arbo Protection Reimbursement Costs, associated with the Corrective Work, may include, but are in no way limited to, payments made to another Third-Party Tax Professional to prepare and file all appropriate amended documents, associated filing fees, and costs to represent Your Covered Arbo Protection Claimant from any audit or similar proceeding; and

6.19.7.4 Indemnify and hold Arbo harmless from any and all claims for damages brought by Arbo Protection Claimant or Covered Arbo Protection Claimant alleging any negligence, miscalculation, or error made by You, in Your use of these Services, as solely determined by Arbo.

6.19.8 Arbo may elect to withhold monies owed to You by Arbo regarding unrelated Engagements or other obligations, in an amount equal to those owed, or potentially owed, to a Arbo Protection Claimant, pursuant to the above Section, until such time that a determination is made as to whether Your Arbo Protection Claimant is covered by Arbo Audit Protection.

6.19.8.1 If Your Arbo Protection Claimant is covered by Arbo Protection, the withheld amounts may be used to cover any and all costs and expenses incurred by Arbo, in conducting all necessary Corrective Work, including representing Your Covered Arbo Protection Claimant in any related audit or similar proceeding.

6.19.9 You may avoid or reduce Arbo Protection Reimbursement Costs, by satisfactorily preparing and filing all appropriate amended documents, associated filing fees, and, if need be, represent Your Covered Arbo Protection Claimant in any audit or similar proceeding that may occur, necessary to put Your Covered Arbo Protection Claimant in good standing with any and all Federal and/or State Taxing or Regulatory Authorities. After You notify Arbo of Your intent to perform Corrective Work, Arbo, in Arbo’s sole and absolute discretion, will determine if You may proceed in conducting the Corrective Work. If granted the opportunity to perform Corrective Work by Arbo, Arbo Protection Reimbursement Costs shall continue to be withheld until Your completion of Corrective Work to the satisfaction of Arbo.

6.19.10 Maximum Refund (or Tax Savings) Assurance or Your Money Back.

6.19.10.1 If any of Your Clients receive a larger refund amount or must pay a smaller tax due amount using another tax preparation method, that utilizes paid tax preparers, other than Arbo, then Arbo may refund these Clients the applicable fees paid by them for the use of the Services.

6.19.10.2 If Arbo refunds any amount to any of Your Clients, pursuant to the above Section, You agree to reimburse Arbo on all such amounts. You agree that Arbo shall be allowed to apply any payments otherwise due to You against any debts or other monies owed by You to Arbo.

6.19.11 Money-Back Assurance. If any of Your Clients notifies Arbo requesting to be qualified for the Money-Back Assurance due to claims that the work You performed is unsatisfactory for any reason, We will decide, in Our sole discretion, whether the work performed is unsatisfactory, or may exercise Our discretion to qualify their claim for another reason, or deny it altogether. If We decide that Your Client qualifies for the money back assurance, and Arbo makes payment to refund Your Client pursuant to this provision, You will reimburse Arbo the amount paid to Your Client. If Arbo makes payment to Your Client pursuant to this provision, You will reimburse Arbo the amount Arbo paid to Your Client. Your failure to so reimburse Arbo, may result in, among other actions that Arbo may take, the withholding of other monies owed to you for unrelated Engagements, in lawsuits or claims, and/or in the forfeiture of Your right to use these Services. You agree that Arbo shall be allowed to apply any payments otherwise due to You against any debts or other monies owed by You to Arbo.

6.19.12 Our Cancelation Policy. If Your Client makes a request to cancel their use of these Services (“Cancelation Request”), You may only be eligible to receive a partial payment for the particular Work Request or Engagement, which may vary depending on the point in time that the Cancelation Request is made. Such a partial payment will be determined by Arbo, in its sole and absolute discretion.

7. TERMINATION

7.1 Arbo and You may terminate these Terms for cause by providing the other Party with written notice if the other Party: (i) is in material breach of this Agreement; (ii) engages in any unlawful business practice related to that Party's performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.

7.2 Arbo may terminate these Terms with You and may deny You access to the Services or any portion thereof at any time for any reason.

8. ADDITIONAL TERMS APPLICABLE TO Arbo CUSTOMERS, Arbo OUTSOURCING CUSTOMERS, AND THIRD-PARTY TAX PROFESSIONALS

Unless otherwise specified, the following terms and conditions in this Section VII apply to Arbo Customers, Arbo Outsourcing Customers, and Third-Party Tax Professionals:

8.1 The Arbo Platforms and Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Arbo Platforms and Services and only for the purposes described by Us, who reserve all other rights in the Arbo Platforms and Services. Until Termination of these Terms and as long as You meet any applicable obligations and comply with these Terms, We grant to You a personal, limited, nonexclusive, nontransferable right and license to use the Arbo Platforms and Services.

8.2 Arbo Customers and Arbo Outsourcing Customers agree that You are indeed the person/entity for whom You are seeking the Services or that You have the lawful authority to request the services on behalf of another person or entity, that all information provided is correct, and that You are not attempting and will not attempt to prepare a Work Request, Engagement, tax return or any related document for another individual or entity without their consent.

8.3 You agree not to use, or permit any third party to use, the Arbo Platforms or Services or any information or content in a manner that violates any applicable law or regulation or these Terms. You agree that You will not:

8.3.1 provide access to or give any part of the Services to any third party except as authorized by these Terms;

8.3.2 reproduce, modify, copy, deconstruct, sell, trade or resell the Arbo Platforms and Services;

8.3.3 engage in any fraud or misrepresentation related to Your use of the Arbo Platforms and Services;

8.3.4 make the Arbo Platforms and Services available on any file-sharing or application-hosting service; and

8.3.5 attempt to replicate the Arbo Platforms and Services in anyway.

8.4 You acknowledge that the Services, including but not limited to, the Arbo Platforms, may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that You will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

8.5 Arbo MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF USE.

9. Privacy of Information

9.1 You can view Our privacy statement (“Arbo Technologies Privacy Policy”) at https://www.arbohq.com/privacy-policy which describes Our use of information gained through Your use of the Services. You agree to the Arbo Technologies Privacy Policy, and any changes published to it. You agree that We may use and maintain Your data according to Arbo Technologies Privacy Policy as part of the Services. You give Us permission to combine information You enter or upload for the Services with that of other users of the Services and/or other services we offer. By way of example and not by limitation, this means that We may use Your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for You to compare business practices with other users. You also grant Arbo Technologies permission to share or publish results relating to research data and to distribute or license such data to third parties. We are a global company and may access or store personal information in multiple countries, including countries outside of Your own country to the extent permitted by applicable law.

9.2 Arbo Technologies may use Your personal data to perform analysis relating to Your claims under our guarantees, marketing purposes, or to seek information to provide You with a response to a request or inquiry made by You.

9.3 You are solely responsible for protecting the information on Your device such as by installing anti-virus software, updating Your software, password protecting Your files, and not permitting third-party physical or electronic access to Your devices.

9.4 You consent to allow electronic communications, including any information or notices that We may be required by law to send to You or that may pertain to the Services or use of information You may submit in connection with the Services. We may provide such communications to You: (1) via e-mail at the e-mail address You designated to Us; (2) via “push notifications” to Your mobile device; (3) by access to Our website that will generally be designated in advance for such purpose or designated in an e-mail notice to You; (4) any messaging or chat application for computer or mobile device of Our choosing; or (5) in the course of Your use of the Services including, without limitation, via a screen or page within the Arbo Platforms or via a link from within the Arbo Platforms to a web page containing the communication.

9.5 You are responsible for updating Your email address, mailing address and phone number with Us and to keep such contact information current. You may update Your email address, mailing address and/or phone number through the Arbo Platform and/or Arbo Outsourcing Platform, or by sending an email to support@arbohq.com.

9.5.1 We may notify You about other Arbo Technologies or third-party services. You may be offered other services, products, or promotions by Arbo Technologies or a third party to which additional and/or supplemental terms and conditions and fees may apply.

9.6 You are responsible for Your Content. “Content” means all materials uploaded, written, posted or stored through Your use of the Services.

9.6.1 You grant Arbo Technologies a worldwide, royalty-free, non-exclusive license to host and use Your Content, and archive Your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information, and disclosures. Arbo Technologies is not responsible for the Content or data You submit through the Services.

9.6.2 You agree that Arbo Technologies may use Your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Arbo Technologies a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback You provide to Us in any way.

9.6.3 Arbo Technologies may, but has no obligation to, monitor Your Content. We may disclose any information necessary to satisfy Our legal obligations, protect Ourselves, Our customers, or Our affiliates (such as the Third-Party Tax Professionals), or to operate the Services properly. Arbo Technologies, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be, or that Arbo Technologies determines in its sole discretion to be, unacceptable, undesirable, inappropriate, or in violation of these Terms.

9.6.4 You agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any objectionable, harmful, or deceptive Content, including but not limited to:

9.6.4.1 illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or would incur criminal or civil liability under any local, state, federal or foreign law;

9.6.4.2 Content that seeks to, directly or indirectly, impersonate someone else or falsely represent Your identity or qualifications, or that constitutes a breach of any individual's or entity’s privacy;

9.6.4.3 misrepresentations of Your authority to act on behalf of any third party or utilize the Services for the benefit of a third party; and

9.6.4.4 Virus, Trojan horse, worm or other disruptive or harmful software or data.

9.7 Except as permitted by Us in writing, You further agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communications or engage in spamming or flooding

9.8 Communication Portals

9.8.1 Pro Chat. The Services will include a communication portal or other social features to exchange Content and other information between the Arbo Customer or Arbo Outsourcing Customer and the Third-Party Tax Professional related to the Engagement (“Pro Chat”). We do not support and are not responsible for Content and information exchanged in the Pro Chat. Nor are We responsible for any tax advice or opinions provided by the Third-Party Tax Professionals. All opinions given are those of the Third-Party Tax Professionals based solely on their professional opinion. As a precautionary measure, in connection with the Services or in dealing with Your Third-Party Tax Professional, Arbo Customers and Arbo Outsourcing Customers, should not disclose information not related or necessary to the Work Request or Engagement. Be aware of posted hypertext links to content of third parties for which We are not responsible.

9.8.2 Help Center Chat. The Services will include a communication portal or other social features to exchange Content and other information with Our support team, which we like to refer to as the Arbo “Zen Team” (“Help Center Chat”). Through the Help Center Chat, You can contact Arbo’s Zen Team, to receive help with any inquiries or issues that You may have regarding the Arbo Platforms.

9.9 Accessing the Services Through Third-Party Services

The Services may be made available or accessed in connection with third-party services and content (including advertising) that We do not control. You acknowledge that different terms of use and privacy policies may apply to Your use of such third-party services and content. We do not endorse such third-party services and content and in no event shall We be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to these Terms if You access the Services using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service.

Additional Third-Party Software Licensing Terms. Third-party devices and software may be governed by and subject to separate commercial terms and licenses. You must comply with any such commercial terms and licenses with regard to these separate third-party devices or software. Arbo Technologies makes no warranty concerning any third-party device or software.

9.10 Use with your Mobile Device

9.10.1 Access to the Services may occur through an authorized mobile application and may not be available for all devices or telecommunication providers. You will need to check the Arbo website to ensure Your mobile device and telecommunications provider is compatible with the Arbo Platforms.

9.10.2 Apple Requirements. To the extent that You are using Our Services on an iOS device, You further acknowledge and agree to this provision related to Apple Inc. (“Apple”). You acknowledge that these Terms are between you and Arbo only, not with Apple and Apple is not responsible for the Services and the content thereof.

9.10.2.1 Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, You may notify Apple and Apple will refund any applicable purchase price for the mobile application to You; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services.

9.10.2.2 Apple is not responsible for addressing any claims by You or any third party relating to the Services or Your possession and/or use of the Services, including, but not limited to:

9.10.2.2.1 Product liability claims;

9.10.2.2.2 Any claim that the Services fail to conform to any applicable legal or regulatory requirement; and

9.10.2.2.3 Claims arising under consumer protection or similar legislation

9.10.2.3 Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services and/or Your possession and use of the mobile application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

9.10.2.4 You hereby represent and warrant that:

9.10.2.4.1 You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and

9.10.2.4.2 You are not listed on any U.S. Government list of prohibited or restricted parties.

9.11 Help and Support

9.11.1 We may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change from time to time.

9.12 Password Security

9.12.1 You will manage Your passwords and accept updates. You are responsible for securely managing Your password(s) for the Services and to contact Us immediately if You become aware of any unauthorized access to Your account. The Services may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve the Services. You agree to receive these updates.

9.12.2 You agree to take reasonable security precautions to protect any passwords and user identifications associated with Your use of the Arbo Platforms. These precautions shall be at least as great as the precautions that You take to protect Your online financial accounts, but in no event less than reasonable and prudent care. You will notify Us immediately of any unauthorized use of Your user identification/name, Your password or the Arbo Platforms or any other security breach of which You are aware. It is Your sole responsibility to keep Your account number, ID/user name, password and other private or sensitive information confidential. You understand and agree that You are solely responsible for all computer password, data, file and network security, including but not limited to, an active firewall on Your computer and/or network connection, anti-virus software and anti-spyware software, necessary to secure and protect any proprietary or confidential information that You provide, store, submit, transmit or disclose directly or indirectly with Your use of the Arbo Platforms. You are the only person authorized to use Your password and for maintaining its confidentiality. You shall not permit or allow other persons to have access to or use Your password.

9.13 Governing Law. These Terms shall be construed in accordance with the laws of the State of Georgia, without reference to Georgia’s choice of law statutes or decisions.

9.14 Severability. Except as otherwise stated in these Terms, if any section or subsection of these Terms is found to be invalid or unenforceable by any arbitrator or court of law having jurisdiction, such section will be ineffective to the extent of such invalid or unenforceable part only, without affecting the remaining parts of these Terms or section or subsection in any way. The remaining terms, sections, and subsections will be valid and enforceable.

9.15 IRS Circular 230 Notice. Nothing in our communications with You (including, but not limited to, any Content, emails, web site content, attachments, enclosures or other accompanying materials) relating to any federal tax return, documents, transaction or matter are considered to be "covered opinions" as described in Circular 230.

9.16 Headings and Captions. The titles or captions of paragraphs and subparagraphs contained in these Terms are for convenience and reference only and shall not be construed to define, limit, extend, or describe the scope of these Terms nor the intent of any provision.

9.17 DISCLAIMER OF WARRANTIES

9.17.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Arbo Technologies, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. ARBO TECHNOLOGIES AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

9.17.2 ARBO TECHNOLOGIES, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9.17.3 ARBO TECHNOLOGIES WILL NOT SIGN A TAX RETURN AS THE PAID PREPARER OF THE RETURN. Arbo Technologies RENDERS NO TAX OR ACCOUNTING ADVICE OR OPINIONS FOR ANY ENGAGEMENT, AND MAKES NO REPRESENTATIONS REGARDING ANY ADVICE OR OPINIONS PROVIDED BY THIRD-PARTY TAX PROFESSIONALS.

9.18 LIMITATION OF REMEDIES AND INDEMNIFICATION

9.18.1 WE SHALL NOT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE RIGHT TO USE THE Arbo Platforms DURING THE TWELVE (12) MONTHS PRIOR TO YOUR CLAIM. BY WAY OF ILLUSTRATION OF THE FOREGOING AND NOT LIMITATION, Arbo Technologies, ITS AFFILIATES, SUPPLIERS, AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET ARBO TECHNOLOGIES SYSTEMS REQUIREMENTS.

9.18.2 THE THIRD-PARTY TAX PROFESSIONALS ARE RESPONSIBLE FOR THEIR OWN WORK. ARBO TECHNOLOGIES MAKES NO REPRESENTATIONS REGARDING THE WORK PERFORMED BY THE THIRD-PARTY TAX PROFESSIONALS.

9.18.3 Except as expressly permitted in these Terms, You agree to indemnify, defend, and hold Arbo Technologies, its affiliates, and Suppliers, and their respective owners, officers, directors, agents and employees, harmless from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, liabilities (actual or contingent) and expenses, including reasonable attorneys' fees and costs, arising out or relating to Your use of the Services or breach of these Terms (collectively referred to as “Claims”). Arbo Technologies reserves the right, in its sole discretion, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Arbo Technologies in the defense of any Claims.

9.19 Waiver. No waiver of any provision herein shall be valid unless in writing and signed by both Us and You. Our failure to insist upon or enforce strict performance of any provision of these Terms or any right shall not be construed as a waiver of any such provision or right.

9.20 Entire Agreement. Except to the extent You and Arbo have executed an Outsourcing Agreement, these Terms are the entire agreement between You and Arbo Technologies and replace all prior understandings, communications and agreements, oral or written, regarding the subject matter. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any Outsourcing Agreement. You cannot assign or transfer ownership of these Terms or any Outsourcing Agreement to anyone without Our prior written approval and any such assignment without Our prior written consent shall be void. However, We may freely assign Our rights and obligations herein without Your consent. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto. Unless amended or modified by Us as permitted herein, no amendment or modification to the Terms or any Outsourcing Agreement shall be binding on Us unless agreed to in writing by Us.

9.21 Survival. The following provisions shall survive the termination of these Terms: Section 2.5; Section 5.6.; Sections 6.6., 6.7., 6.8., and 6.14.; Sections 7.3., 7.6., 7.14., 7.15., 7.17., 7.18., 7.19., 7.20., 7.21., 7.22., and 7.23.

9.22 Binding Individual Arbitration Agreement and Waiver of Jury Trial.

9.22.1 Arbo and You knowingly, voluntarily and intentionally waive any right which they may have to a trial by jury in respect to any litigation (including but not limited to any claims, counterclaims, crossclaims and third-party claims) arising out of, relating to, under or in connection with (i) these Terms, including any matters contemplated by these Terms; (ii) any federal, state or other governmental statute, regulation, rule, ordinance or common law; and (iii) the performance of any obligations pursuant to these Terms or any separate agreement incorporating these Terms, including, by way of example and not limitation, an Outsourcing Agreement.

9.22.2 Further, You agree that all disputes, no matter how described, pleaded, or styled, between You and Us (including Our parent and any past or present affiliates, officers, or employees), including, but not limited to, any dispute relating to any aspect of Your use of the Services or any act or omission by Us (“Claim”), shall first be resolved by informal discussions between You and Us. If the Claim is not resolved through informal discussions, both We and You agree to submit all Claims to binding, confidential, individual arbitration before a single, neutral arbitrator under the Federal Arbitration Act (“FAA”) conducted by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules and Mediation Procedures. Copies of the applicable AAA Rules and forms may be obtained directly from the AAA at https://www.adr.org/rules or 800-778-7879. In the event the AAA refuses to administer the arbitration or is unable to, then You and Arbo agree that the arbitration shall be conducted by JAMS under its Comprehensive Arbitration Rules, which are available at https://www.jamsadr.com or by calling JAMS at 800-352-5267. Nothing in this Disputes provision prohibits You from filing a complaint with the any applicable governmental regulatory agency. In addition, we both retain our right to seek relief in a small claims court for Claims within the scope of that court’s jurisdiction. You and Arbo hereby further agree as follows:

9.22.2.1 the FAA (including all its procedural and substantive provisions) and related federal decisional law shall govern this Agreement to the fullest extent possible;

9.22.2.2 except for the right to seek relief in a small claims court as provided in this Disputes provision, neither of us shall file an action in any court against the other, and any such action filed in violation of this Disputes provision shall be dismissed in favor of arbitration. We both recognize that such a breach of this Agreement will cause the other damage including, but not limited to, attorneys’ fees and costs incurred in compelling arbitration, which the breaching party will be liable to pay;

9.22.2.3 except as specifically required by applicable law, the fact of and all aspects of the arbitration and the underlying Claim shall remain strictly confidential by both of us, our representatives, the arbitrator, and the AAA (or JAMS); and

9.22.2.4 You agree that Your personal and/or business financial information is confidential and unique to You and that You do not want to have such information revealed to others in a class or mass action lawsuit and You agree that individual resolution of Your Claim will occur more quickly than if Your Claim were combined with others. You agree not to combine or consolidate any Claim(s) with those of other Arbo users, such as in a class of mass action, or to have any Claims(s) be arbitrated or litigated jointly or consolidated with any other person’s Claim(s). You affirm that any Claim made by You must be resolved in a single matter only involving You. Further, You agree that the arbitrator shall have no authority to join or consolidate Claims by more than one person.

YOU AGREE THAT THESE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. ARBO IS WILLING TO PROVIDE ACCESS TO THE ARBO PLATFORMS AND SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE SERVICES, YOU CONSENT TO THESE TERMS. IF YOU DO NOT CONSENT TO THE TERMS, DO NOT ACCESS OR USE ANY PART OF THE ARBO PLATFORMS OR SERVICES.