End User License Agreement

1. Definitions

“Software” means the Tax Resolution Hub software platform and all related components, including desktop applications, cloud services, hosted modules, reports, templates, calculators, form-generation tools, transcript parsing tools, CSV import tools, documentation, updates, upgrades, patches, fixes, and related content made available by TRH.

“Authorized User” means an individual whom Customer permits to use the Software under Customer’s license and for whom the applicable fees, seat count, or usage rights have been purchased.

“Customer Data” means all data, documents, taxpayer information, credentials, transcript files, form data, imported CSV files, notes, attachments, and other content submitted to, uploaded into, or processed through the Software by or on behalf of Customer.

“Output” means any report, calculation, recommendation, populated form, analysis, comparison, export, printout, or other result generated by the Software.

“Order Form” means any quote, proposal, checkout page, invoice, order summary, pricing page, or other ordering document accepted by Customer and TRH that identifies the applicable license type, fees, term, seat count, modules, and other commercial terms.

2. License Grant

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, TRH grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable term to access and use the Software solely for Customer’s internal business operations and professional services, and only in accordance with this Agreement, the applicable Order Form, and all applicable laws, rules, and professional obligations.

No ownership rights are transferred. The Software is licensed, not sold.

3. License Types

3.1 Free Trial

If TRH provides a free trial, demo, pilot, evaluation, beta access, or other no-fee access period, Customer receives a temporary, limited license solely for evaluation during the trial period designated by TRH. Trial access may be feature-limited, seat-limited, time-limited, data-limited, watermark-limited, export-limited, or otherwise restricted.

TRH may suspend, modify, or terminate any trial at any time, with or without notice, and without liability. TRH has no obligation to preserve any trial data, maintain any trial configuration, or convert trial data to a paid environment unless TRH expressly agrees to do so in writing.

Trial access is provided strictly “as is” and “as available,” without any support obligation, service level, uptime commitment, maintenance commitment, compatibility commitment, or defect-correction commitment.

3.2 Annual License

If Customer purchases an annual license, the license begins on the activation date or other start date stated in the applicable Order Form and continues for the term stated in the Order Form, unless earlier terminated under this Agreement.

Unless the Order Form states otherwise, annual licenses expire at the end of the stated term and do not continue after expiration. If the Order Form provides for automatic renewal, Customer authorizes TRH to renew the license for successive renewal terms and charge the then-current renewal fees unless Customer cancels in the time stated in the Order Form.

4. License Scope and Authorized Users

Customer may use the Software only for the number of Authorized Users, entities, offices, machines, environments, modules, and transaction volumes purchased under the applicable Order Form. If the Order Form is silent, the license is limited to the single legal entity that purchased the Software and only its specifically authorized personnel.

Customer is responsible for all acts and omissions of its Authorized Users and for ensuring that each Authorized User complies with this Agreement. Customer shall not share login credentials, allow simultaneous or pooled use beyond purchased rights, or permit use by any third party except as expressly authorized in writing by TRH.

5. Permitted Use

Customer may use the Software only for lawful business purposes related to tax resolution, tax controversy support, transcript review, client intake, data organization, form preparation, installment agreement analysis, Form 433-F analysis, offer in compromise analysis, and related professional workflow support for Customer and Customer’s clients for whom Customer has a direct professional relationship and lawful authority.

6. Restrictions

Customer shall not, and shall not permit any third party to:

1. copy, reproduce, republish, or distribute the Software except as expressly permitted by this Agreement;
2. sell, resell, rent, lease, sublicense, outsource, timeshare, white-label, service-bureau, or otherwise commercially exploit the Software for the benefit of third parties, except as expressly authorized in writing by TRH;
3. use the Software to operate a public-facing report portal, transcript vending service, account-monitoring service, lead-generation service, underwriting service, factoring service, or similar mass-access or resale offering, unless expressly authorized in writing by TRH;
4. reverse engineer, decompile, disassemble, translate, adapt, attempt to derive source code from, or create derivative works based on the Software, except to the extent a restriction is prohibited by applicable law and cannot be waived;
5. use the Software to build, train, benchmark, validate, market, or improve a competing product or service;
6. circumvent, disable, probe, or interfere with security features, licensing controls, authentication controls, usage limits, or technical restrictions;
7. use unauthorized scripts, bots, scrapers, or automated tools to access the Software, except through functionality expressly provided by TRH;
8. remove, obscure, or alter proprietary notices, legends, trademarks, or labels;
9. upload malicious code, corrupted data, or unlawful content;
10. use the Software in any way that violates applicable law, professional rules, privacy obligations, IRS requirements, state requirements, or the rights of any third party; or
11. permit any person without proper authority, consent, or authorization to access taxpayer information through the Software.

7. Customer Responsibilities; Authority and Compliance

Customer represents, warrants, and covenants that:

1. Customer has obtained and will maintain all consents, authorizations, powers of attorney, tax information authorizations, client permissions, and other rights necessary for Customer and TRH to receive, import, process, store, analyze, and use Customer Data and taxpayer information through the Software;
2. Customer will use the Software only in connection with matters for which Customer has lawful authority and all required permissions;
3. Customer is solely responsible for the accuracy, completeness, legality, and appropriateness of all Customer Data, all submissions made through the Software, and all services Customer provides to its clients;
4. Customer will review all Output before relying on it, sharing it, filing it, sending it to a taxing authority, or using it in professional advice or representation;
5. Customer will comply with all applicable laws, regulations, professional standards, records-retention obligations, and data-security obligations; and
6. Customer will not rely on the Software as a substitute for independent professional judgment.

8. Third-Party Systems, Government Systems, and External Dependencies

The Software may depend on, interact with, or be affected by third-party systems and services, including the IRS, state taxing authorities, e-services portals, transcript systems, form instructions, PDFs, browsers, operating systems, email services, authentication services, cloud infrastructure, and other third-party or governmental systems.

TRH does not control those systems. TRH does not warrant that any transcript source, agency portal, submission path, integration, form set, form instructions, or external dependency will remain available, compatible, accurate, complete, timely, uninterrupted, secure, or accepted by any taxing authority.

TRH may change, suspend, limit, or discontinue any Software feature, integration, workflow, form, state module, transcript parser, submission aid, or dependency-related function at any time if a third party changes its systems, rules, access methods, terms, formats, processing practices, acceptance criteria, or technical requirements.

Customer acknowledges that manual steps may be required, processing delays may occur, certain functions may become unavailable without notice, and some Output may require manual verification, editing, re-entry, or alternative filing methods.

9. Output; No Tax or Legal Advice; No Guarantee of Results

The Software and all Output are informational tools only. TRH does not provide legal advice, tax advice, accounting advice, investment advice, compliance advice, or representation services.

TRH does not warrant or guarantee:

1. that any Output is error-free, complete, current, or appropriate for any particular taxpayer, fact pattern, or jurisdiction;
2. that any taxpayer will qualify for an installment agreement, currently not collectible status, offer in compromise, penalty relief, or any other resolution outcome;
3. that any form generated by the Software will be accepted by the IRS, any state, or any other authority;
4. that any transcript, calculation, recommendation, deadline, or analysis reflects the most current agency action or law; or
5. that the Software will identify every issue, risk, deadline, or available strategy.

Customer remains solely responsible for all professional conclusions, recommendations, submissions, deadlines, filings, client communications, and representation decisions.

10. Customer Data; Privacy; Analytics

As between the parties, Customer retains its rights in Customer Data. Customer grants TRH a non-exclusive, worldwide, limited license to host, copy, transmit, process, display, back up, and otherwise use Customer Data as reasonably necessary to provide, maintain, secure, support, and improve the Software and to enforce this Agreement.

Customer represents that Customer has all rights necessary to provide Customer Data to TRH for those purposes.

TRH may collect and use usage data, diagnostic data, and performance data generated by use of the Software. TRH may also use de-identified and aggregated data for analytics, support, product improvement, security, benchmarking, and business operations, provided that such data does not identify Customer or any taxpayer as the source.

TRH’s handling of personal information is also governed by the applicable privacy policy, if any, posted or otherwise provided by TRH. If there is a direct conflict between this Agreement and a separate signed data protection addendum executed by both parties, the signed addendum controls only as to its subject matter.

11. Security; Credentials; Incidents

Customer is responsible for maintaining the confidentiality and security of its accounts, passwords, multi-factor authentication methods, devices, networks, email systems, and local environments. Customer shall immediately notify TRH of any suspected unauthorized access, credential compromise, or security incident involving the Software.

Customer shall not upload Customer Data unless Customer has implemented reasonable safeguards appropriate to the sensitivity of the data and Customer’s legal obligations.

TRH may implement security measures, access controls, logging, rate limits, session limits, data validation, file restrictions, and other protective measures in its sole discretion. TRH may suspend access immediately if TRH believes suspension is necessary to address a security risk, legal risk, misuse, unauthorized access, or threat to the Software, TRH, Customer, or any third party.

No software or transmission method is completely secure. Except as expressly stated in a separate written agreement signed by TRH, TRH does not warrant that the Software will be immune from all security incidents, unauthorized access, data loss, or malicious activity.

12. Updates, Maintenance, Support, and End of Life

TRH may release updates, upgrades, patches, fixes, enhancements, new versions, or replacements at any time, and may require Customer to install or accept certain updates as a condition of continued use.

TRH may, at any time and without liability, modify, suspend, retire, or discontinue the Software, any module, any feature, any integration, any form library, any state-specific functionality, any report format, any API, or any support offering, in whole or in part.

Unless TRH expressly agrees otherwise in writing, TRH has no obligation to:

1. provide maintenance, support, training, consulting, or implementation services;
2. continue supporting any particular version, release, operating system, browser, or environment;
3. provide any update, enhancement, or new feature;
4. correct any defect, bug, incompatibility, or error within any particular time; or
5. correct any defect, bug, incompatibility, or error at all.

Any support provided by TRH is provided as a courtesy or under a separate written support arrangement and may be changed or discontinued at any time. TRH makes no service level commitment, no uptime commitment, no response-time commitment, and no resolution-time commitment.

13. Fees, Payment, Taxes, and Refunds

Customer shall pay all fees stated in the applicable Order Form when due. Except as expressly stated in the Order Form or required by law, all fees are prepaid, earned when paid, non-cancelable, and non-refundable.

TRH may suspend or terminate access for late payment. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes based on TRH’s net income.

14. Ownership

TRH and its licensors own all right, title, and interest in and to the Software, including all patents, copyrights, trade secrets, trademarks, know-how, interfaces, workflows, templates, compilations, designs, reports, databases, code, and other intellectual property rights therein and thereto.

Except for the limited license expressly granted in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise.

15. Feedback

If Customer provides suggestions, ideas, comments, enhancement requests, or other feedback, Customer grants TRH a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and exploit that feedback for any lawful purpose without restriction or compensation.

16. Suspension and Termination

This Agreement and any license granted under it may be suspended or terminated by TRH immediately, with or without notice, if:

1. Customer breaches this Agreement;
2. Customer fails to pay fees when due;
3. Customer or any Authorized User uses the Software in a prohibited, unauthorized, unlawful, or risky manner;
4. TRH believes continued access may create security, legal, regulatory, reputational, or operational risk; or
5. TRH discontinues the Software or the applicable license type.

Customer may stop using the Software at any time, but no termination by Customer relieves Customer of payment obligations already incurred.

17. Effect of Expiration or Termination

Upon expiration or termination of the license for any reason:

1. all rights granted to Customer immediately end;
2. Customer shall immediately stop using the Software;
3. Customer shall uninstall or delete all local copies, if any;
4. Customer shall cease using all credentials and access methods; and
5. TRH may disable access, delete or archive Customer Data, and deactivate associated accounts and environments, except to the extent retention is required by law or by a separate written agreement.

TRH has no obligation to maintain or provide Customer Data after expiration or termination. Any post-termination export, retrieval, transition, or deletion assistance is at TRH’s sole discretion and may be conditioned on payment of applicable fees.

18. Warranty Disclaimer

The Software, all Output, all support, all trial access, and all related services are provided “as is,” “as available,” and with all faults.

To the maximum extent permitted by law, TRH disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, compatibility, security, or results.

Without limiting the foregoing, TRH does not warrant that the Software will be uninterrupted, error-free, timely, secure, complete, current, or compatible with any particular system, form, workflow, taxing authority, or external service.

19. Limitation of Liability

To the maximum extent permitted by law, TRH shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business, goodwill, clients, contracts, data, use, anticipated savings, tax benefits, refunds, filings, or business opportunity, arising out of or relating to this Agreement or the Software, even if advised of the possibility of such damages.

Without limiting the foregoing, TRH shall not be liable for damages or losses arising from or relating to:

1. agency delays, rejections, outages, changed requirements, or changed forms;
2. inaccurate, incomplete, delayed, or unavailable third-party data or transcripts;
3. Customer’s failure to obtain authority, consent, or authorization;
4. Customer’s professional advice, services, filings, deadlines, or client communications;
5. data loss, corruption, unauthorized access, or security incidents not caused by TRH’s gross negligence or willful misconduct; or
6. unsupported environments, outdated versions, or third-party products.

To the maximum extent permitted by law, TRH’s total aggregate liability for all claims arising out of or relating to this Agreement or the Software shall not exceed the greater of: (1) the amount paid by Customer to TRH for the Software during the twelve months immediately preceding the event giving rise to the claim, or (2) one hundred dollars ($100). If the claim arises from a free trial, TRH’s total aggregate liability shall not exceed one hundred dollars ($100).

The parties agree that these limitations are a material basis of the bargain.

20. Indemnification

Customer shall defend, indemnify, and hold harmless TRH and its affiliates, officers, employees, contractors, and licensors from and against any claims, actions, proceedings, damages, liabilities, losses, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. Customer Data;
2. Customer’s or any Authorized User’s breach of this Agreement;
3. unauthorized or unlawful access to taxpayer information through Customer’s use of the Software;
4. Customer’s professional services, advice, filings, or representation of any client; or
5. Customer’s violation of applicable law, professional rules, privacy obligations, or third-party rights.

21. Injunctive Relief

Customer acknowledges that unauthorized use, disclosure, copying, reverse engineering, or misuse of the Software may cause irreparable harm to TRH for which monetary damages may be inadequate. TRH may seek injunctive or equitable relief, without posting bond, in addition to any other remedies available at law or in equity.

22. Governing Law; Venue

This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law principles. Subject to Section 23 (Dispute Resolution; Arbitration), any action arising out of or relating to this Agreement that is not required to be arbitrated shall be brought exclusively in the state or federal courts located in Davis County, Utah, and each party consents to those courts’ personal jurisdiction and venue.

23. Dispute Resolution; Binding Arbitration; Class Action Waiver

23.1 Informal negotiation. Before filing any formal claim, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation for at least sixty (60) days after written notice of the dispute is delivered under Section 25 (Notices).

23.2 Binding arbitration. If the dispute is not resolved through informal negotiation, any controversy or claim arising out of or relating to this Agreement, the Software, or their breach, termination, enforcement, interpretation, or validity, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator, in the English language, and the arbitration hearing shall take place in Davis County, Utah, or remotely at the arbitrator’s discretion. Judgment on the award may be entered in any court of competent jurisdiction.

23.3 Class action waiver. Customer and TRH agree that each may bring claims against the other only in their individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims, may not preside over any form of a representative or class proceeding, and may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this class action waiver is found to be unenforceable, then the entirety of this Section 23 shall be null and void as to the affected claims, and such claims shall be decided by a court of competent jurisdiction under Section 22.

23.4 Arbitration fees. The party initiating the arbitration shall pay the initial filing fee as required by AAA rules. Except where otherwise required by law or AAA consumer protocols, each party shall bear its own attorneys’ fees and costs until the award, at which point the arbitrator may allocate fees and costs to the prevailing party as provided in Section 24.

23.5 Exceptions. Notwithstanding this Section 23, either party may (a) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, trade secrets, or confidential information, including under Section 21; (b) pursue claims in small-claims court for disputes within that court’s jurisdiction; and (c) pursue actions to compel arbitration or enforce an arbitration award.

24. Attorneys’ Fees to Prevailing Party

In any action, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, expert witness fees, and costs, in addition to any other relief to which it may be entitled. This provision applies in trial court, arbitration, mediation, and on appeal.

25. Notices

All legal notices required under this Agreement must be in writing and delivered as follows:

1. To TRH: by email to legal@taxhub-usa.com. Email notice is sufficient for all purposes under this Agreement, including without limitation the pre-arbitration notice required by Section 23.1. Where applicable law requires formal service of process to a physical address, Customer may locate TRH’s current registered agent of record through the Utah Division of Corporations and Commercial Code business entity search.
2. To Customer: by email to the primary account email on file, by notice posted within the Software, or by first-class U.S. mail to the billing address on file.

A notice is deemed received upon actual receipt, or one business day after email is sent (absent a non-delivery bounce), whichever is earlier. Customer is responsible for keeping its account email current and for maintaining the ability to receive email from TRH and its domains.

26. Electronic Communications and Consent

Customer consents to receive this Agreement, all subsequent versions, Order Forms, invoices, receipts, renewal notices, billing statements, product announcements, update notifications, security notices, policy changes, legal notices, and other communications from TRH in electronic form, delivered by email to the address Customer provides, by notices posted within the Software, or by posting on the TRH website.

Customer’s consent to electronic delivery remains in effect for the duration of this Agreement unless withdrawn in writing. Withdrawal may affect Customer’s ability to use the Software or receive required notices. Customer is responsible for keeping contact information current and for maintaining the ability to receive, open, and retain electronic records in standard formats (such as HTML, PDF, and plain-text email).

Customer may opt out of marketing emails at any time using the unsubscribe mechanism in those emails. Opt-out does not apply to transactional, billing, security, legal, or other operational communications required for the Software.

27. Force Majeure

TRH shall not be liable for, and shall not be deemed in default or breach of this Agreement for, any delay or failure to perform caused by events beyond TRH’s reasonable control, including acts of God, fire, flood, earthquake, severe weather, pandemic, epidemic, war, terrorism, civil unrest, riots, strikes or other labor disputes, governmental action, embargoes, changes in law or regulation, failure or degradation of utilities, failure or degradation of internet or telecommunications services, cyberattacks, denial-of-service attacks, outages or degradation of third-party services (including the IRS, state taxing authorities, cloud providers, authentication providers, and payment processors), or any other similar cause. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected license upon written notice without further liability.

28. Miscellaneous

This Agreement, together with the applicable Order Form and any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous proposals, communications, understandings, and agreements on that subject.

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision shall be enforced to the maximum extent permitted by law.

No waiver is effective unless in writing. A failure to enforce any provision is not a waiver.

Customer may not assign this Agreement without TRH’s prior written consent. TRH may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets.

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship.

Headings are for convenience only and do not affect interpretation.

29. Changes to This Agreement

TRH may update this Agreement from time to time. Any updated version becomes effective on the date stated by TRH. For material changes, TRH may require renewed acceptance before continued use. Customer’s continued use of the Software after the effective date of an updated Agreement constitutes acceptance of the updated Agreement, to the extent permitted by law. The current version of this Agreement is always available at taxhub-usa.com/eula.html.

30. Survival

Sections relating to fees, ownership, restrictions, Customer responsibilities, data rights, disclaimers, limitation of liability, indemnification, governing law, venue, dispute resolution and arbitration, attorneys’ fees, notices, electronic communications, injunctive relief, and all provisions that by their nature should survive, shall survive expiration or termination.