Terms and Conditions of Use

Last Updated: July 18, 2017

PLEASE READ THESE TERMS AND CONDITIONS OF USE (the “Agreement”) CAREFULLY BEFORE ACCESSING OR USING OUR SERVICES AND THIS WEBISTE.
TruPoint Accounting & Tax, LLC and/or its affiliated companies (herein referred to as “TruPoint Accounting & Tax”, “we”, “us”, and/or “our”; the terms “we”, “us”, and/or “our” may also refer to contractors and service providers engaged by TruPoint Accounting & Tax companies to support their business activities, as the context may require) own, operate, or control company website and the pages thereof (collectively, the “Website”) in order to provide information about and/or to deliver products and services offered by TruPoint Accounting & Tax companies and for other business purposes. We require all clients, users and viewers of our Website to agree to the terms of this Agreement as a condition to accessing or using our services and Website. You must be at least 18 [eighteen] years of age to use this website. BY ACCESSING SERVICES AND ACCESSING THIS WEBSITE YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU WARRANT AND REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY DISCONTINUE USING AND ACCESSING THIS WEBSITE AND SERVICES. WE MAY MODIFY THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU SHOULD PERIODICALLY REVIEW THIS AGREEMENT CAREFULLY IN ORDER TO MAKE SURE THAT YOU ARE AWARE OF THE MOST CURRENT TERMS AND CONDITIONS FOR THE USE OF OUR SERVICES AND WEBSITE. ANY SERVICES RENDERED, USE OR VIEWING OF OUR WEBSITE BY YOU AFTER ANY CHANGE TO THIS AGREEMENT, WHETHER OR NOT YOU HAVE REVIEWED THE AMENDED AGREEMENT, CONSTITUTES YOUR ACCEPTANCE OF THE AGREEMENT AS CHANGED. We may discontinue the operation, maintenance or provision of this Website, any pages thereof, and/or any related content, features, products or services, or the terms thereof, at any time without notice or liability to you or any third party.

License to use website

You acknowledge and agree that TruPoint Accounting & Tax, our licensors, and/or our service providers own all rights to this Website and the content and works of authorship displayed on the Website, including, without limitation, text, software, photos, images, sound recordings and graphics (collectively, the “Site Property”).

Unless otherwise stated, www.trupointaccountingandtax.com and/or its licensors own the intellectual property rights published on this website and materials used on www.trupointaccountingandtax.com. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages, files or other content from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

  • republish material from this website in neither print nor digital media or documents (including republication on another website);
  • sell, rent or sub-license material from the website;
  • show any material from the website in public;
  • reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
  • edit or otherwise modify any material on the website;
  • redistribute material from this website – except for content specifically and expressly made available for redistribution; or
  • republish or reproduce any part of this website through the use of iframes or screenscrapers.

Where content is specifically made available for redistribution, it may only be redistributed within your organization.

Acceptable use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of www.trupointaccountingandtax.com or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities on or in relation to this website without www.trupointaccountingandtax.com’s express written consent.
This includes:

  • scraping
  • data mining
  • data extraction
  • data harvesting
  • ‘framing’ (iframes)
  • Article ‘Spinning’

You must not use this website or any part of it to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without the express written consent of www.trupointaccountingandtax.com.

Restricted access

Access to certain areas of this website is restricted. www.trupointaccountingandtax.com reserves the right to restrict access to certain areas of this website, or at our discretion, this entire website. www.trupointaccountingandtax.com may change or modify this policy without notice.

If www.trupointaccountingandtax.com provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential. You alone are responsible for your password and user ID security.

www.trupointaccountingandtax.com may disable your user ID and password at www.trupointaccountingandtax.com’s sole discretion without notice or explanation.

User content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to www.trupointaccountingandtax.com a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to www.trupointaccountingandtax.com the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or www.trupointaccountingandtax.com or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

www.trupointaccountingandtax.com reserves the right to edit or remove any material submitted to this website, or stored on the servers of www.trupointaccountingandtax.com, or hosted or published upon this website.

www.trupointaccountingandtax.com’s rights under these terms and conditions in relation to user content, www.trupointaccountingandtax.com does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No warranties

This website is provided “as is” without any representations or warranties, express or implied. www.trupointaccountingandtax.com makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, www.trupointaccountingandtax.com does not warrant that:

  • this website will be constantly available, or available at all; or
  • the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.

Limitations of liability

www.trupointaccountingandtax.com will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

  • to the extent that the website is provided free-of-charge, for any direct loss;
  • for any indirect, special or consequential loss; or
  • for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if www.trupointaccountingandtax.com has been expressly advised of the potential loss.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit the liability of TruPoint Accounting & Tax, LLC in respect of any:

  • death or personal injury caused by the negligence of www.trupointaccountingandtax.com or its agents, employees or shareholders/owners;
  • fraud or fraudulent misrepresentation on the part of www.trupointaccountingandtax.com; or
  • matter which it would be illegal or unlawful for www.trupointaccountingandtax.com to exclude or limit, or to attempt or purport to exclude or limit its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Other parties

You accept that, as a limited liability entity, www.trupointaccountingandtax.com has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against www.trupointaccountingandtax.com’s officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect www.trupointaccountingandtax.com’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as www.trupointaccountingandtax.com.

With our Business Development services, we use a third party company (SuperLoud Studios) when issuing domain names, professional emails and websites.

Unenforceable provisions

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify www.trupointaccountingandtax.com and undertake to keep www.trupointaccountingandtax.com indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by www.trupointaccountingandtax.com to a third party in settlement of a claim or dispute on the advice of www.trupointaccountingandtax.com’s legal advisers) incurred or suffered by www.trupointaccountingandtax.com arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.

Breaches of these terms and conditions

Without prejudice to www.trupointaccountingandtax.com’s other rights under these terms and conditions, if you breach these terms and conditions in any way, www.trupointaccountingandtax.com may take such action as www.trupointaccountingandtax.com deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

www.trupointaccountingandtax.com may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

www.trupointaccountingandtax.com may transfer, sub-contract or otherwise deal with www.trupointaccountingandtax.com’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions, together with www.trupointaccountingandtax.com’s Privacy Policy constitute the entire agreement between you and www.trupointaccountingandtax.com in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with the laws of Florida, USA, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of Florida, USA.

Changes to our Terms and Conditions

If we decide to change our terms, we will post those changes on this page, and/or send an email notifying you of any changes. We encourage you to periodically review this page for the latest information on our privacy practices.

Contacting Us

If there are any questions regarding these terms and conditions you may contact us using the information below.
http://www.trupointaccountingandtax.com/contact-us.
1154 W S.R. 434
Longwood, Florida 32808
United States
info@trupointaccountingandtax.com

www.trupointaccountingandtax.com’s details

The full name of www.trupointaccountingandtax.com is TruPoint Accounting & Tax, LLC.

www.trupointaccountingandtax.com is registered in Florida, USA under registration number L14000155620.

General Terms and Conditions

Last Updated: July 27, 2017

1.1 Requests for Services. In responding to requests for services made by your officers, managers, employees, or agents, we will presume that all requests have been authorized by your internal procedures. If you wish to limit the individuals who can request services, you must notify us of any limitations in writing.

1.2 Billing. Our fees and expenses will be billed on a regular basis. Each invoice is payable upon receipt of the invoice. If you believe that any invoice is incorrect or if you wish to dispute any invoice, you must notify us in writing within 60 days of your receipt of the invoice. We reserve the right to charge interest on any invoice that is not paid within 30 days of the invoice date.

1.3 Uncontrollable Delays. The time for performance of any of your or our obligations (other than the obligation to pay money due) will be extended for a reasonable time in the event of causes beyond your or our reasonable control, including without limitation acts of God, war, acts of government, fire, flood, strike or labor problems, sabotage, and delays in obtaining labor, materials, equipment, or transportation.

1.4 Suspension of Services. If you fail to pay any invoice when due, we reserve the right to suspend the performance of services until your account is paid in full or you have made other payment arrangements satisfactory to us. Our suspension of services will not affect your obligations to us under the Engagement Letter or these Terms.

1.5 Termination. You may terminate the Engagement Letter at any time by written notice to us. Subject to any restrictions imposed by applicable ethical rules, we may terminate the Engagement Letter at any time upon written notice to you. Termination for any reason will not affect your obligation to pay us for fees and expenses incurred prior to termination or in transferring files to and otherwise cooperating with any successor accounting & tax preparer or accounting & tax advisor. If you terminate any Engagement Letter after we have commenced performing services under a fixed fee arrangement, you will be obligated to pay us the entire fixed fee upon termination.

1.6 Survival of Provisions. All provisions of these Terms will survive the termination or cancellation of the Engagement Letter, except that (i) we will not have any obligation to provide services after termination and (ii) except as provided in paragraphs 3.12, 3.13 and 4.5, you will not have any obligation to pay us for any services that we perform after termination.

1.7 Entire Agreement; Interpretation. These Terms and the Engagement Letter represent our entire agreement and understanding concerning the engagement described in the Engagement Letter, and they supersede all prior and contemporaneous agreements. All Terms and the Engagement Letter must be construed according to their fair meaning and not strictly for or against any party.

1.8 Amendments, Waivers and Consents. Neither these Terms nor the Engagement Letter may be amended except by our mutual written agreement. No waiver of any breach of these Terms or the Engagement Letter will be effective unless the waiver is in writing and signed by the party against whom the waiver will be enforced. No waiver of anyone breach will be deemed a waiver of any other or subsequent breach.

1.9 Assignment; No Third Party Beneficiaries. You may not assign the Engagement Letter or these Terms to any other party without our prior written consent, except that you may assign the Engagement Letter and these Terms to any party that acquires substantially all of your assets and goodwill. These Terms and the Engagement Letter will be binding on our and your respective successors and assigns. There are no third party beneficiaries to the Engagement Letter or to these Terms except as expressly provided in the Engagement Letter.

1.10 Governing Law. The Engagement Letter (including these terms, conditions, and limitations) and any dispute or claim arising out of or relating thereto will be governed by and construed in accordance with the laws of the state in which the TruPoint Accounting & Tax office providing the services is located without regard to provisions governing conflicts of laws. All litigation or other legal proceedings will be brought in the state or federal courts located in that state. The parties agree to this choice of law, jurisdiction and venue, and waive any defense of an inconvenient forum. To the extent that may be allowed by law, the parties also waive trial by jury and agree that any dispute or claim should be resolved by a judge without a jury.

 

1.11 Fee Disputes. You and TruPoint Accounting & Tax both agree that any dispute over fees charged by us to you will be submitted for resolution by arbitration in accordance with the Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association (or other association). Such arbitration shall be binding and final. The arbitration shall take place at the location closest to the TruPoint Accounting & Tax office providing the services. Any award rendered by the Arbitrator pursuant to this Agreement may be filed and entered and shall be enforceable in the Superior Court of the County in which the arbitration proceeds. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT, IN THE EVENT OF A DISPUTE OVER FEES CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION.The prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the arbitration of the dispute in an amount to be determined by the arbitrator.

1.12 Newsletters and Similar Communications. We may from time to time send newsletters, mails, explanations of accounting & tax law developments, or similar communications to selected clients, former clients, or other interested parties. These communications are of a general nature and are not definitive advice. We do not send all such communications to all clients, former clients, or interested parties. These newsletters do not establish or continue a client relationship with any person, and they do not constitute an undertaking on our part to monitor accounting, tax or other issues for you or for any other parties.

  1. Liability and Dispute Resolution

2.1 Indemnification for Breach. Subject to the provisions of paragraph 5.2, each party will indemnify the other for any loss, liability, or obligation arising out of or relating to a failure to fulfill its obligations under the Engagement Letter or these Terms.

2.2 Opportunity to Cure and Liability Limitations. In the event that we fail to meet our obligations under the Engagement Letter or these Terms, including without limitation paragraph 3.10, you must notify us in writing and provide us with the opportunity to re-perform the services. If the services cannot be re-performed, or if re-performance will not cure the breach, then your remedy will be for us to refund our fees relating to these services up to the amount of your direct damages caused by our failure to meet our obligations. In no event will our aggregate liability for claims, whether in contract, in tort, at law, or in equity, arising out of or relating to our failure to meet our obligations under the Engagement Letter or these Terms exceed the amount of our fees actually paid to us under the Engagement Letter. In no event will we be liable for loss of profits or any consequential, indirect, special, exemplary, or punitive damages.

2.3 Time Limitations on Claims. No claim or action by either party, regardless of whether the claim is in contract in tort, at law or in equity, arising out of or relating to any matter under the Engagement Letter may be brought by either party (i) more than 24 months after the party first knows or has reason to know that the claim or cause of action has accrued or (ii) more than 60 months following the completion of the services under the Engagement Letter. This paragraph may shorten, but in no event will it extend, any period of limitation on actions otherwise provided by applicable law.

2.4 Savings Clause. In the event any provision herein violates a tax jurisdiction’s Standard of Conduct specifically applicable to a client, as to that client, such provision shall be (i) modified to the extent necessary to be in compliance with that specific standard, or (ii) rendered void if modifying the provision cannot result in compliance with the specifically applicable standard. In the event any portion of Engagement letter, including these Terms and Conditions is found to be void, illegal or unenforceable, all remaining provisions shall remain in full force and effect.

2.5 Effect on Accounting or Attest Services. The provisions of paragraphs 5.1 and 5.2 will not limit the obligations or liability of TruPoint Accounting & Tax under any separate agreement for the provision of accounting or attest services.

  1. Fees

Our fees for engagements are not contingent on the results of our services.  Rather, the fees are based on the time required by the individuals assigned to the engagement plus direct expenses.  Invoices are due and payable upon presentation. If not paid within 10 days, a penalty of $50 plus interest will accrue at 10% per month on the outstanding balance.  In the event of nonpayment you agree to pay all costs incurred, including reasonable attorney’s fees, whether or not legal action is necessary for collection.  We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent.  If we elect to terminate our services for nonpayment, or for any other reason provided for in this letter, our engagement will be deemed to have been completed upon notifying you of our intentions, even if we have not completed your return.  You will be obligated to compensate us for all time and direct expenses incurred to the point of withdrawal.

 

Fees for Paper Filing:  .66 cents per page printed.

 

Fees when Payments are due to the IRS:  Normal tax preparation fees apply outside of promotional period if tax Preparation is done within promotional period. A charge of $39 is applied for processing returns and a minimum of $150 review fee for more complicated returns.

 

Returned deposit item fee:  $36 for each item that is rejected due to insufficient funds.

 

Bookkeeping fees: monthly transactions above 153 limit will be subject to a $.85 charge per transaction.

 

Accounting System Setup & Support: services after 1 hour will be charged $75 per hour support rate.

Changes to our Terms and Conditions

If we decide to change our terms, we will post those changes on this page, and/or send an email notifying you of any changes. We encourage you to periodically review this page for the latest information on our privacy practices.

Contacting Us

If there are any questions regarding these terms and conditions you may contact us using the information below.
http://www.trupointaccountingandtax.com/contact-us.
1154 W S.R. 434
Longwood, Florida 32808
United States
info@trupointaccountingandtax.com

www.trupointaccountingandtax.com’s details

The full name of www.trupointaccountingandtax.com is TruPoint Accounting & Tax, LLC.

www.trupointaccountingandtax.com is registered in Florida, USA under registration number L14000155620.

Accounting & Tax Services Terms and Conditions

Last Updated: July 27, 2017

In the course of delivering services relating to accounting, tax return preparation, accounting & tax advisory, and assistance in accounting & tax controversy matters, TruPoint Accounting & Tax, LLC (we or us) applies customary practices intended to provide these services in a cost effective manner. This document describes certain of these customary practices, as well as other standard terms, conditions, and limitations relating to our provision of accounting & tax services. Except to the extent we expressly agree in a written instrument signed by our authorized representative that specifically refers to the engagement covered by this Engagement Letter, all services that we provide to any client or third party (you) relating to accounting, tax return preparation, accounting & tax consultation and advice, representation in any accounting & tax controversy matter, or any other federal, state, local, or foreign accounting & tax matter, are subject to the following terms, conditions, and limitations (these Terms). References to the “Engagement Letter” mean the letter or other document describing the scope of our services and the associated fee arrangement to which these Terms are attached. References to the “Code” mean the Internal Revenue Code of 1986, as amended.

  1. Terms Regarding Tax Return Preparation

1.1 Scope of Return Preparation Services. Our services in preparing your tax returns are limited to tax return preparation, and our preparation of a return should not be viewed as assurance that any particular reported position is correct. If we become aware of a return position for which we believe a penalty under the Code is likely to apply, we will bring that position to your attention. If you would like us to advise you concerning any specific matter on your tax return, please contact us to discuss expanding the scope of our services. Any Accounting & Tax Advice rendered in connection with the preparation of any tax return is subject to the provisions described under “Terms Regarding Accounting & Tax Advice” below.

1.2 Reliance on Information. We will rely on the financial statements or other financial information that you provide. We will not investigate or verify any facts underlying the transactions reported on your tax return. If the actual facts differ from the facts represented to or understood by us, or if there are related facts of which we are not aware, the reporting of the transactions could be materially different than that reported on the returns prepared by us.

1.3 Our and Your Respective Responsibility for Accuracy. We will exercise due professional care and judgment to include all required information in your tax returns. The Code provides that by signing your returns, you are verifying that they are true, correct and complete. Accordingly, you should review each tax return carefully before signing it, and bring any questionable items or omissions to our attention.

1.4 Jurisdictions for Returns. We will prepare tax returns for those federal, state, and local jurisdictions requested by you in writing. We will advise you if we believe, based on the information that you provide us, that a tax return should be filed in any other jurisdiction, but we will not prepare any such tax return without your approval of the expansion of our scope of services.

1.5 Level of Assurance and Return Disclosures. The Code prohibits tax preparers from signing any tax return known to report any position (i) that is not supported by “substantial authority” unless certain disclosures are made concerning the position or (ii) attributable to certain “tax shelters” that the preparer does not reasonably believe is more likely than not correct. Because of the limited scope of analysis in evaluating a reporting position, a conclusion that disclosure is not required to enable us to sign a return may not be sufficient to avoid the application of tax penalties under the Code. Except as expressly provided in the Engagement Letter, we will not review any reporting position or perform any tax research for the purpose of either (i) determining whether a position can be reported without disclosure or (ii) determining whether tax penalties may apply. If you wish to report a position without disclosure on the return, or if you are concerned about the potential application of tax penalties, please contact us to discuss expanding the scope of our services to include rendering Accounting & Tax Advice intended to address your concerns.

1.6 Disclosure of Reportable Transactions. The Code and certain state laws require that you disclose on your tax return certain “reportable transactions” or “listed transactions.” There are significant financial penalties for failure to disclose these transactions, and these penalties may apply even if the transaction does not lead to an understatement of tax. Our tax return preparation services do not include any investigation to evaluate whether there are any reportable transactions that are required to be disclosed on your returns, but we will advise you if we conclude that any such disclosure is required. If you would like us to specifically review any potentially “reportable transaction” or “listed transaction,” please contact us to discuss expanding the scope of our services.

  1. Terms Regarding Accounting & Tax Advice

2.1 Limitations on Oral and Email Communication. We may discuss with you our views regarding the accounting & tax treatment of certain items. We may also provide you with accounting & tax information in the body of an email. Any advice or information delivered orally or in the body of an email (as opposed to a memorandum delivered as an email attachment) will be based upon limited accounting & tax research and limited discussion and analysis of the underlying facts. Additional research or more complete review of the facts could affect our analysis and conclusions. Because of these limitations and the related risks, it may not be appropriate to proceed with any transaction or any tax return reporting position solely on the basis of any oral or email communication. You accept all responsibility for any loss, cost, or expenses resulting from your decision

 

  • not to have us perform the research and analysis necessary to reach a more definitive conclusion and

 

  • to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written Accounting & Tax Advice that is delivered to you as a document attached to an email.

2.2 Facts and Assumptions. Our investigation to confirm or verify any facts described in any letter, memorandum, or opinion addressing the application of accounting & tax laws to a particular situation (“Accounting & Tax Advice”) will be limited to the investigation described in the body of the Accounting & Tax Advice, and we will rely on the assumptions and representations described in the Accounting & Tax Advice. Any change in or addition to these facts, assumptions, or representations could materially and adversely affect our analysis and conclusions. If you for any reason believe that any facts, assumptions, or representations in any Accounting & Tax Advice are incorrect or incomplete, you must notify us immediately to discuss the impact on our analysis and conclusions. You should not rely upon any item of Accounting & Tax Advice that is based on facts, assumptions, or representations that you believe to be incorrect or incomplete.

2.3 Applicable Law. Unless expressly stated in our Accounting & Tax Advice, our analysis and conclusions will relate solely to federal income tax consequences under the Code as of the date of our Accounting & Tax Advice. If you would like us to address tax consequences to you under any other applicable tax law, please contact us to discuss expanding the scope of our services.

2.4 Issues Addressed. Each item of Accounting & Tax Advice will be limited to advice concerning the tax issues described in the Accounting & Tax Advice, and it may not consider all of the issues that may arise in connection with the transaction. Except as expressly stated in an item of Accounting & Tax Advice, our advice is not an endorsement of any particular transaction structure, nor is it a recommendation that any addressee proceed with the transaction structure described in the Accounting & Tax Advice.

2.5 Reportable Transactions. The Code and certain state laws require that you disclose on your tax return certain “reportable transactions” or “listed transactions.” There are significant financial penalties for failure to disclose these transactions, and these penalties may apply even if the transaction does not lead to an understatement of tax. We will not review any transaction to determine whether it is a “reportable transaction” or a “listed transaction” except as expressly provided in the Accounting & Tax Advice. If you would like us to review any transaction to determine whether it is a “reportable transaction” or “listed transaction,” please contact us to discuss expanding the scope of our services.

2.6 Level of Assurance for Accounting & Tax Advice; No Guarantee.

Many areas of tax law are unclear, and the application of the tax law to any particular facts may be subject to more than one interpretation. Our Accounting & Tax Advice will be based upon our interpretation of applicable law and regulations, and certain case and ruling authority as of the date of the Accounting & Tax Advice. The level of assurance for any particular item of Accounting & Tax Advice will depend on the underlying facts, the clarity of applicable law, regulations, rulings, and court cases, and the extent of factual due diligence and accounting & tax research performed. The conclusions in our Accounting & Tax Advice will be based on our good faith belief that they meet the level of assurance stated in the Accounting & Tax Advice. Obtaining Accounting & Tax Advice at a particular level of assurance may in some cases provide a defense to certain tax penalties, but you should not assume that an item of Accounting & Tax Advice will offer you protection from penalties except as expressly stated in the Accounting & Tax Advice.

Our analysis and conclusions will be based upon our professional judgement and will not be a guarantee of the ultimate tax consequences of the transactions described in the Accounting & Tax Advice, and will not be binding on the IRS or any tax authority, or any court. If you would like greater certainty regarding the tax treatment of any particular transaction, please contact us to discuss the possibility of obtaining a ruling from the appropriate tax authority.

2.7 Reliance and Distribution. Each item of Accounting & Tax Advice is rendered only for the benefit of the named addressee(s), and does not address the tax consequences to any other person or entity that is not an addressee. No person or entity other than the named addressee(s) may rely on the Accounting & Tax Advice. To avoid confusion regarding matters of reliance, our Accounting & Tax Advice may not be delivered to any other party unless you advise the recipient of these limitations on reliance. Unless expressly provided in an item of Accounting & Tax Advice, but subject to the limitation in the preceding sentence, you are free to share the Accounting & Tax Advice with any third party. You may deliver a copy of any Accounting & Tax Advice to the IRS or any tax authority for the purpose of demonstrating good faith and reliance on the analysis and conclusions expressed therein. You should be aware that the delivery of any item of Accounting & Tax Advice to a third party may act as a waiver of any otherwise available claim of privilege. Before delivering an item of Accounting & Tax Advice to a third party, we recommend that you consult with legal counsel to assess the matters relating to claims of privilege. We specifically disclaim and waive any liability or responsibility whatsoever for any unintentional uprisings in connection with our services. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from Accounting & Tax Advice.

  1. Terms Applicable to All Accounting & Tax Services

3.1 Scope of Services. Our services will be limited to the services specifically described in our Engagement Letter. Services in providing Accounting & Tax Advice or in preparing a tax return do not include representation in the event of an examination by the IRS or other tax authorities. If you need accounting & tax services beyond those specifically described in our Engagement Letter, these additional services would constitute either a separate engagement or an expansion of an existing engagement at an additional cost. Our agreement to provide services for one engagement does not obligate us to accept any other engagement.

3.2 Your Responsibilities. In order for us to provide effective services, you must cooperate with us and provide us with any information that we request, all on a timely basis. You must cause your employees and contractors to cooperate fully and timely with us. You must designate for us a person authorized to make or obtain all management decisions with respect to our services on a timely basis. We will rely in good faith on all information and management decisions communicated to us by you, your employees, or your contractors, and we will not be responsible for any loss or other obligation arising from our reliance.

Any failure to fulfill your responsibilities will be grounds for our suspending or terminating our services.

3.3 Decisions. While we will provide you with advice concerning accounting, tax return reporting and the tax consequences of certain transactions, you will retain all authority and responsibility for any decisions based on our advice.

3.4 Independent Contractor. For all accounting & tax services that we perform, we will be an independent contractor and not your employee, agent, or partner, and we will determine the method, details and means of performing our services. We assume full and sole responsibility for the payment of all compensation and expenses of our employees and for all of their applicable employee withholdings.

3.5 Confidentiality. We will maintain the confidentiality of your Confidential Information. We may disclose your Confidential Information to our employees and third party contractors as necessary to provide our services, including without limitation the disclosures authorized by paragraph 3.6. Without limiting the foregoing, we may in certain circumstances disclose your Confidential Information to software vendors for the purpose of obtaining technical support in the course of providing services to you, but it is our policy to require these vendors to maintain the confidentiality of Confidential Information disclosed to them. We may also disclose Confidential Information if required by a court or governmental agency, but we will use commercially reasonable efforts to inform you prior to disclosure. By agreeing to the Engagement Letter, you specifically authorize the disclosures described in this paragraph.

To protect your Confidential Information, you agree that you will not disclose any Confidential Information to us except as we request or as necessary for us to provide our services.

In certain circumstances, information that you disclose to us could be the subject of a claim of privilege, but you must generally assert and maintain the privilege claim. You should contact your legal counsel if you have questions concerning the availability of any privilege or how and whether to assert a privilege.

We will use reasonable precautions to protect your Confidential Information, but we have no obligation to employ any measures that you do not regularly employ in protecting your Confidential Information. Except as provided in the following sentence, “Confidential Information” means: (i) information contained in your internal financial and business records, (ii) information reported on your tax returns, and (iii) other information concerning you or your business that is marked “confidential” or otherwise identified as “confidential” in writing at the time of disclosure. Confidential Information does not include information (i) that is or becomes publicly available or generally known to persons in your industry without breach of our obligations under this section, or (ii) received by us after the termination of the Engagement Letter.

A majority of our clients choose to communicate with us by email, and we will use email unless a client directs otherwise. Because email is not secure, it may not be an appropriate means for sending certain confidential or sensitive data. If you are concerned about the security of particular information, please contact us to discuss alternative arrangements.

3.6 Engagement of Other Parties. In performing any accounting & tax services, we may engage the services of EPS frinancial, seasonal preparers, independent contractors, or other third party personnel. By engaging us, you have authorized us to allow employees of TruPoint Accounting & Tax and such other third parties access to your files, financial information and other confidential information. Our engagement of any third party does not affect our obligations to you.

3.7 Changes in Law. Subsequent changes to applicable law or regulations, or the issuance of new case or ruling authority, could materially and adversely affect the analysis and conclusions in an item of Accounting & Tax Advice or a position reported on a tax return. Neither the delivery of any Accounting & Tax Advice nor the preparation of a tax return is an undertaking on our part to advise you of any changes in law.

3.8 Possibility of Litigation. If the IRS or another tax authority adopts a position contrary to any analysis or conclusions in our Accounting & Tax Advice or to any position reported on a tax return, it might be necessary to pursue administrative appeals or litigation. Decisions of whether and how to pursue administrative appeals or litigation may be based on considerations of cost, publicity, and other matters unrelated to the technical merits of a tax position. In some cases, taxpayers elect not to pursue appeals or litigation even though a reported position may ultimately be sustained on appeal or in litigation.

3.9 Disclaimer of Legal and Investment Advice. Our services under the Engagement Letter and these Terms do not constitute legal or investment advice. We recommend that you retain competent legal counsel and investment advisers.

3.10 Warranty and Limitation. We warrant that our services will be performed with reasonable care in a diligent and competent manner. THIS WARRANTY IS OUR ONLY WARRANTY CONCERNING OUR SERVICES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED.

3.11 Documents and Files. We may, or may not, retain the original documents in connection with the performance of our services. If we have retained such original documents, we will, upon your written request, return to you the original documents. We may retain copies of these documents for our files.

3.12 Work Product. We will deliver to you the items expressly enumerated in the Engagement Letter. All our work product and files will remain our property, and we retain all copyrights and intellectual property with respect to our work product. We, in our sole discretion, may provide you with access to or copies of our files, but you will be obligated to pay all costs associated with such access or copies.

3.13 Document Production and Testimony. If we are requested or authorized by you, or if we are required by government regulation, subpoena or other legal process, to produce any documents or files, or to make our personnel available as witnesses with respect to this engagement, you will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the reasonable fees and expenses of our counsel, incurred in responding to such requests.

3.14 Record Retention. Federal tax law requires us to retain either copies of tax returns we prepare or specified information relating to those returns, as well as certain other documents related to our tax services for varying time periods. Our current policy (which we may revise at any time and in our sole discretion) is to retain copies of tax returns and certain related workpapers for seven years after the return is filed, subject to casualties beyond our control. We provide our clients with a file copy of each federal income tax return for which we are a signing preparer, and we recommend that you retain this copy for at least seven years.

Although taxpayers are not required to retain their tax records for longer than our seven-year recommendation, there are situations in which tax returns older than seven years may contain information useful in future tax planning. For example, prior year returns may contain information relating to the basis of assets for gain/loss calculations, and corporations may use tax return information in calculating “earnings and profits” for corporate tax planning. We recommend that taxpayers consider maintaining separate accounting records or workpapers with this information. If you would like us to assist you in developing these separate records, please call us to discuss the scope of such a project.

It may also be advisable to retain accounting or tax records for longer than seven years for reasons unrelated to taxes. Decisions regarding document retention may involve a variety of legal considerations (e.g., statutes of limitations, rules of evidence), so you may wish to consult your legal counsel to address these legal considerations.

3.15 Conflicting Engagements. If we at any time determine in our sole discretion that a conflict of interest exists that prevents us from providing our services in accordance with applicable ethical rules, we will notify you of the conflict and may withdraw from representing you to the extent that such withdrawal is required or permitted by applicable ethical rules.

Changes to our Terms and Conditions

If we decide to change our terms, we will post those changes on this page, and/or send an email notifying you of any changes. We encourage you to periodically review this page for the latest information on our privacy practices.

Contacting Us

If there are any questions regarding these terms and conditions you may contact us using the information below.
http://www.trupointaccountingandtax.com/contact-us.
1154 W S.R. 434
Longwood, Florida 32808
United States
info@trupointaccountingandtax.com

www.trupointaccountingandtax.com’s details

The full name of www.trupointaccountingandtax.com is TruPoint Accounting & Tax, LLC.

www.trupointaccountingandtax.com is registered in Florida, USA under registration number L14000155620.

Affiliate Program Terms of Service

Enrollment in this Program

To begin the enrollment process, you will submit a completed Program Application through our website or activate your affiliate status in your account Back Office. Your account will be instantly active in our program. We will evaluate your account in good faith to ensure you comply with all our rules and agreements. We may reject your account if we determine in our sole discretion that you are unsuitable for the Program for any reason, including, but not limited to, if your social profile incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement, or if your social profile is or promotes a business-opportunity program (collectively, “Content Restrictions”). Referral commissions and contingent fees are only for business development services, royalties and rights services, payroll services and miscellaneous services not related to preparing financials, audits, compilations or preparation of original or amended tax returns.

I. Parties to this Agreement

“TruPoint Accounting & Tax” is a Florida limited liability company with its principal place of business at 1154 W SR 434, Longwood, FL 32750. This agreement is entered into by TruPoint Accounting & Tax and each of its Affiliate(s). “You”, “Your” refers to each and every affiliate or sub-affiliate of the TruPoint Accounting & Tax affiliate program. Participation in the program constitutes full and complete acceptance of the TOS set forth herein.

II. TruPoint Accounting & Tax Responsibilities

A. Coded URL

Upon your acceptance, TruPoint Accounting & Tax will provide you with a URL coded to specifically identify you, which will allow you to link to the TruPoint Accounting & Tax web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.

B. Tracking

TruPoint Accounting & Tax agrees to track the customers referred to TruPoint Accounting & Tax via the link provided to you for that purpose. TruPoint Accounting & Tax utilizes cookies to maintain tracking information for up to one year. TruPoint Accounting & Tax will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement.

C. Payments

TruPoint Accounting & Tax agrees to pay affiliate commissions upon receipt of all payment requirements to the specified destination which are on file in the Affiliates account.

III. Affiliate Responsibilities

A. Minimum Age

You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the TruPoint Accounting & Tax affiliate program does not violate any law, ordinance, regulation or standard.

B. Operative Link

You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify TruPoint Accounting & Tax if your coded URL ceases to function or ceases to function properly.

C. Representations

You agree that you will not make any representations, promises, warranties or other statements about TruPoint Accounting & Tax or the TruPoint Accounting & Tax web site, products or policies other than as may be expressly approved in writing by TruPoint Accounting & Tax or as otherwise provided to you by TruPoint Accounting & Tax for that purpose.

D. Link

You may use the coded URL provided by TruPoint Accounting & Tax in any form you wish provided that your use of the URL is not in any way disparaging of TruPoint Accounting & Tax or otherwise not appropriate or acceptable in TruPoint Accounting & Tax’s sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of TruPoint Accounting & Tax or any other party. You may not violate the TruPoint Accounting & Tax General Terms of Service.

E. Amendments

You agree that TruPoint Accounting & Tax may amend this agreement at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the TruPoint Accounting & Tax web site on a periodic basis.

F. Customers of TruPoint Accounting & Tax

TruPoint Accounting & Tax will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for company services shall be directly and solely between customer and TruPoint Accounting & Tax. TruPoint Accounting & Tax shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate. All customers of TruPoint Accounting & Tax, regardless of origin or referral, are the sole property and responsibility of TruPoint Accounting & Tax.

G. Address Change

You agree to promptly notify TruPoint Accounting & Tax of any change in your mailing address. Any address changes must be made in your account Back Office at least 15 business days prior to the end of the calendar month in order for Commissions for that month to be sent to the revised address.

H. Promotion Restrictions

In addition, you acknowledge and agree you shall not:

Enter into any arrangement or agreement under which a third party pays you fees or shares in any revenues, royalties or commissions for the customers referred by you.

Purchase or generate traffic to your Web Site or Publishing Location by any of the following methods: listing on newsgroups, bulk emailing, icq postings, chat room postings, iframes, hitbots, click bots, spiders, cgi-scripts, JavaScript®, click farms, Flash®, forum posts, cookie stuffing, auction listings, banner/traffic exchanges, direct linking, PPC search on terms trademarked by TruPoint Accounting & Tax (or any variations or derivations thereof), or any other similar method. Some examples of prohibited keywords include, but are not limited to the following (including any variations, derivations or other compilations of the following):

“trupointaccountingandtax”

“trupointaccountingandtax coupon”

“trupointaccountingandtax review”

“tpat hosting”

“TruPoint Accounting & Tax coupon”

any keyword containing “TruPoint Accounting & Tax”, “tpat webhosting”, “tpat web”, “tpat hosting”, “trupointaccountingandtax”, “tpat host”, “host tpat”, “webhosting tpat”, “hosting tpat”, “hosting tpat”, “tpat webhost” or “tpat web host” and any derivations or variations thereof.

Share any revenue generated by your royalties, commissions or otherwise with any referred customer directly or indirectly (“Subsidized Sale”). Any such Subsidized Sale will not be considered a valid sale and will not carry a commission. Determination of whether a sale is considered a Subsidized Sale is in the sole discretion of TPAT.

IV. Commissions

A. Commission Rate

Commissions are paid on a one-time basis for each new account purchased via referral form or your coded URL subject to the terms and conditions set forth herein. TPAT reserves the right to determine whether a sale is considered a valid sale, in its sole discretion, according to internal mechanisms and automated systems, and may adjust commissions at the time of payout to ensure only valid sales for new customer accounts carry a commission payment. Determination of whether a sale is considered valid is in the sole discretion of TruPoint Accounting & Tax. An account that is purchased either in an affiliate’s name (or a name other than the true customer) will not be treated as a new customer account upon which a full commission is paid. There will be no obligation to pay any other commission. The current commission rate for affiliate sales are based on the product as well as the billing cycle of the purchased product.

Commissions vary between Fifty Dollars ($50.00) and Three Hundred and Fifty Dollars ($350.00) for Business Development Services and between Fifteen Dollars ($15) and One Hundred Dollars ($100) for Royalties & Rights Services.

Product Type Product Name Billing Cycle Commission Credited
Business Development Services Business Plan I One Time Billing Cycle Eighty Eight Dollars ($88.00)
Business Plan II One Time Billing Cycle One Hundred Seventy Five Dollars ($175.00)
Business Plan III One Time Billing Cycle Three Hundred Fifty Dollars ($50.00)
Business Startup One Time Billing Cycle Fifty Dollars ($50.00)
501(c)(3) Tax Exempt Business Startup One Time Billing Cycle Seventy Five Dollars ($75.00)
Business Dissolution/Withdrawal One Time Billing Cycle Fifty Dollars ($50.00)
Annual Report 12 Month Billing Cycle Ten Dollars ($10.00)
Royalties & Rights Services Basic Bundle One Time Billing Cycle Fifteen Dollars ($15.00)
Deluxe Bundle One Time Billing Cycle Fifty Dollars ($50.00)
Premium Bundle One Time Billing Cycle One Hundred Dollars ($100.00)

NO COMMISSIONS WILL BE CREDITED FOR BUSINESS DOMAIN REGISTRATIONS. Commissions are paid on new accounts only (current or previous customers of the company are not eligible) and not on any subsequent renewal or subsequent signups of a referred customer. A commission is not finalized until it becomes a Qualified Commission, even after the payment of a commission has been made.

B. Qualified Commission

A “qualified commission” is one for which the new account which is the subject of the commission has active order paid in full and/or has remained in good standing continuously for at least 180 days from its inception. TruPoint Accounting & Tax shall make all decisions as to whether any commission is a “qualified commission.” If at any time after a commission has been awarded and/or paid and the related customer’s account is terminated or canceled, for any reason, this commission will be revoked and subtracted from any standing or future commissions account balance you may have.

TPAT reserves the right to pay only for referrals from customers that are Active. An Active customer is defined as a customer who, in the sole discretion of TPAT, has active services.

Any affiliate referral that is not specifically identified as such by the affiliate within thirty (30) days from the date of completion of the sale shall not be credited to affiliate’s account and you will not be paid for any such referral.

C. Payment Date

Payments will only be paid once your commissions account balance reaches a minimum level of at least Fifty Dollars ($50) owed. TruPoint Accounting & Tax shall make no payment to you until this minimum balance is achieved. Commissions will be paid 7 days after a sale meeting the minimum level was completed. Commissions are processed within 7 to 15 business days of the payout month.

D. Payment Form

Commissions can be paid in any of three available methods. These are by a TruPoint Accounting & Tax check (drawn on a United States bank and in US Dollars), bank wire, or through a PayPal account.

Checks are sent to the address you provide at registration. Any changes to this address must be sent via email to affiliates@trupointaccountingandtax.com. TruPoint Accounting & Tax is not liable or responsible for any inability or cost associated with accepting or claiming this check.

For payments to be made by bank wire, the following information must be sent to affiliates@trupointaccountingandtax.com: your affiliate username, bank account title, bank name, bank address, the account number, and either an ABA, Swift, or IBAN code.

For payments to be made through PayPal, you must provide us with your affiliate username and your PayPal ID. As with the information necessary for wire transfers, this information should be sent to affiliates@trupointaccountingandtax.com.

E. Affiliate Costs Associated with Commission Payout Type

1. Checks:

No fees will be associated with checks

2. ACH’s:

No fees will be associated with ACH. ACH is for accounts within the United States

3. WIRE FEES:

The affiliate will be charged $40 if requesting a wire which will be deducted from payout being paid. This is the cost incurred by TruPoint Accounting & Tax from its partner banks and will be deducted from the Affiliates commission. Please be aware your international intermediary bank may also deduct a fee that is on a per bank basis.

4. PAYPAL:

Using PayPal, the affiliate will get a deduction of 2.9% of the total amount plus a flat rate of $.30 per payment, this deduction is similar to a credit card processing fee.

F. Tax Regulation

Due to the tax laws though the Internal Revenue Service (IRS), the United States Department of Treasury requires that every individual or corporation who is receiving affiliate commissions must submit a completed and signed W8 or W9 form. Before we can conduct affiliate payouts, we must have the completed and signed form in our possession and made available to IRS. You may download a blank W8 document here, or a blank W9 document here.

If TruPoint Accounting & Tax does not receive the necessary tax or payment information within 120 days of a Commission Fee being earned, TruPoint Accounting & Tax will consider that Commission Fee to be forfeited by the Affiliate and no payment will be issued.

You are responsible for the payment of all taxes related to the commissions you earn under this Agreement. In compliance with tax laws, TruPoint Accounting & Tax will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable amount warranting the Form 1099.

The W9 form is for US residents whereas the W8 form is for international affiliates. To avoid any delays in your affiliate payments, please submit the appropriate document, properly filled out and signed, to one of the following resources:

Fax: (321) 282-6001

Send a scanned copy through Support Ticket

G. ROYALTIES & RIGHTS Affiliates

If you plan on promoting Royalties & Rights Services please email Affiliate Manager for more details.

H. Cancellation Fees

If TruPoint Accounting & Tax reissues a commission check at an affiliate’s request, a $36.00 check cancellation fee will be deducted from the reissued check.

V. Ownership and Licenses

A. Property Ownership

Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

B. License

TruPoint Accounting & Tax grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the TruPoint Accounting & Tax logos, trademarks and service marks for the sole purpose of facilitating a link between your posting sites and TruPoint Accounting & Tax to accomplish the purpose and intent of this affiliate agreement. You may also use the links and images located in your account affiliate section prepared specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.

C. Cease use upon Demand

You agree to immediately cease the use of any mark upon request made by TruPoint Accounting & Tax to the email address provided by you and maintained on file for you by TruPoint Accounting & Tax. You agree to immediately cease the use of any link created by you to TruPoint Accounting & Tax upon request by TruPoint Accounting & Tax to the email address provided by you and maintained on file for you by TruPoint Accounting & Tax.

VI. Termination

A. Effect upon Commission

Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 6.B. herein, any commission which has become a qualified commission as of the date of such termination will be paid post termination. Any commission, which is not a qualified commission as of the date of notice of termination, shall not thereafter become a qualified commission.

B. Breach of this Agreement

The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of TruPoint Accounting & Tax termination of this agreement in its entirety.

C. Suspension

Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by TruPoint Accounting & Tax will become a termination under 6.B. as of the date of the initial suspension.

D. Survival

Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Sections VII shall survive such termination and remain in full force and effect.

VII. General

A. Authority

Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the parson assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.

B. Non-Infringement

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and TruPoint Accounting & Tax that you will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.

C. Violation of Law

You vow to uphold the laws of your respective jurisdiction and that you will not violate any applicable law, ordinance, regulation or standard. You understand and accept responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this service and the terms and conditions set forth herein.

D. Terms of Service

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and TruPoint Accounting & Tax that you agree to be bound by all terms and conditions of this document and any applicable terms and conditions set forth in the TruPoint Accounting & Tax Terms of Service which are incorporated herein as though set forth at length herein.

E. Unsolicited Email

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and TruPoint Accounting & Tax that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the TruPoint Accounting & Tax Affiliate Program.

F. Defamation/Libel

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and TruPoint Accounting & Tax that you will not transmit any information which is or might be considered to be defamatory or libelous.

G. Decency

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and TruPoint Accounting & Tax that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.

H. Unfair Competition

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and TruPoint Accounting & Tax that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the TruPoint Accounting & Tax Terms of Service.

I. Damage to TruPoint Accounting & Tax

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and TruPoint Accounting & Tax that you will not take any action that would in any way damage TruPoint Accounting & Tax or otherwise compromise it’s servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.

J. No Automatic Links

You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.

K. Warranty Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY TRUPOINT ACCOUNTING & TAX PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT TRUPOINT ACCOUNTING & TAX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, TRUPOINT ACCOUNTING & TAX DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL TRUPOINT ACCOUNTING & TAX BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.

L. Limitation of Liability

IN NO INSTANCE SHALL TRUPOINT ACCOUNTING & TAX BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT TRUPOINT ACCOUNTING & TAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.M. or (iv) either party’s liability for death or personal injury or their own acts of fraud.

M. Indemnification

You agree to indemnify, defend and hold harmless TruPoint Accounting & Tax and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney’s fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.

N. Independent Contractors

Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

O. Choice of Venue

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Florida. Any action to enforce this Agreement shall be dealt with by the appropriate court of competence within Seminole County.

P. Severability

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

Q. Integration

This agreement constitutes the entire understanding of the parties and revokes and supersedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by TruPoint Accounting & Tax on the TruPoint Accounting & Tax web site.

R. Use Constitutes Full Acceptance and Signature

Your agreement to the terms set forth herein is manifested by any participation in the TruPoint Accounting & Tax affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by TruPoint Accounting & Tax without notice to any other party other than changing the agreement itself made available by TruPoint Accounting & Tax to the affiliates on the TruPoint Accounting & Tax web site.