Terms & Conditions

01Acceptance of these terms

These Terms & Conditions (the "Terms") are an agreement between you and Taxonix LLC ("TAXONIX," "we," "us," or "our"). They govern your use of https://taxonix.ai (the "Site"), our early access waitlist, and the TAXONIX platform, including the client portal, the CPA practice app, integrations, and white-label versions of the platform (together, the "Services").

By accessing the Site, joining the waitlist, creating an account, or using the Services, you agree to these Terms and to our Privacy Policy. If you use the Services on behalf of a business, firm, or other organization, you confirm that you have authority to bind that organization, and "you" includes it. If you do not agree, do not use the Site or Services.

If you have signed a separate order, subscription, partner, or other written agreement with TAXONIX (an "Agreement"), that Agreement controls where it conflicts with these Terms.

02Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. You may not use the Services if you are barred from doing so under applicable law. The Services are designed for U.S. federal and state tax and bookkeeping matters. If you are a tax professional, you are responsible for holding and maintaining any credentials, registrations, and identifiers required for the work you perform, such as a Preparer Tax Identification Number (PTIN) or an Electronic Filing Identification Number (EFIN), where applicable.

03Early access and waitlist

TAXONIX is currently in early access. Joining the waitlist does not guarantee access to the Services, a particular launch date, or particular features or terms. We decide, in our discretion, who receives early access and when.

Early access features may be incomplete, may change or be removed without notice, and may have limited availability or support. Early access is provided "as is," and you should keep your own copies of important records. If you give us feedback, suggestions, or ideas, we may use them without restriction or obligation to you.

04Accounts

• You agree to provide accurate, current, and complete information when you register and to keep it up to date.
• You are responsible for keeping your login credentials confidential and for all activity under your account. Use a strong, unique password and any additional sign-in protections we make available.
• Tell us right away at [email protected] if you suspect unauthorized access to your account.
• If you are an account administrator for a firm or organization, you are responsible for the users you invite, the permissions you give them, and their compliance with these Terms.

05Using the platform

Subject to these Terms and any Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your own personal or internal business purposes, or, for Professionals, to serve your own clients.

The Services use artificial intelligence to read tax documents such as W-2s, 1099s, and receipts, classify and reconcile bank and accounting data, prepare bookkeeping records, draft tax returns, and suggest tax planning opportunities. The Services can sync with QuickBooks Online and other tools you choose to connect.

We may update, improve, or change the Services from time to time. We will try to give reasonable notice of changes that materially reduce core functionality you are paying for.

06AI-generated outputs and professional responsibility

The Services generate outputs such as extracted data, transaction classifications, reconciliations, draft returns, calculations, explanations, and tax planning suggestions ("Outputs"). Please understand the following:

• Outputs require review. AI can make mistakes, misread documents, or apply rules to facts incorrectly. You, or your tax professional, must review all Outputs for accuracy and completeness before relying on them, filing a return, or making financial decisions.
• Not a substitute for professional advice. Unless you have separately engaged a licensed professional under a written engagement, the Services and Outputs are informational tools and do not constitute legal, tax, accounting, or investment advice, and no professional-client relationship is created with TAXONIX.
• Tax professionals remain responsible. If you are a CPA, enrolled agent, attorney, or other tax return preparer, you remain solely responsible for your professional judgment, for the returns and other filings you prepare or sign, for your due diligence and recordkeeping obligations, and for complying with the rules that govern your practice. TAXONIX does not sign returns as a preparer on your behalf.
• Taxpayers remain responsible. The taxpayer is ultimately responsible for the accuracy of their return and for paying any tax, interest, and penalties owed.

07Your data and your responsibility for accuracy

You keep ownership of the documents, data, and other content you or your users upload or connect to the Services ("Customer Data"). You grant TAXONIX the rights needed to host, process, transmit, and display Customer Data to provide, secure, and support the Services, as described in our Privacy Policy and subject to applicable law, including Section 7216 of the Internal Revenue Code.

You are responsible for:

• the accuracy, completeness, and legality of Customer Data, including documents, bank data, and answers you provide;
• having the right, and any required consents, to upload or share information about other people, such as spouses, dependents, employees, or clients; and
• keeping your own copies of records you are legally required to retain.

Outputs depend on the quality of the information provided. We are not responsible for errors that result from inaccurate, incomplete, or late information.

08E-filing

Where available, the Services allow returns to be filed electronically through IRS-authorized transmitter infrastructure. E-filing may not be available for every return, form, or jurisdiction, or during early access.

• A return is transmitted only after the taxpayer, or the authorized professional, has reviewed it and provided any required signature authorization, such as IRS e-file signature authorization forms.
• Acceptance or rejection of a return is decided by the IRS or the relevant state agency. We will make reasonable efforts to show filing status in the Services, but we do not control tax authorities and are not responsible for their processing times, rejections, refunds, or notices.
• You are responsible for correcting and resubmitting rejected returns and for meeting all filing and payment deadlines, including by filing by other means if electronic filing is unavailable.

09Third-party integrations

The Services may connect with third-party products, such as QuickBooks Online, financial data connections, and other tools you choose to enable ("Third-Party Services"). We connect to and exchange data with Third-Party Services only at your direction. Your use of a Third-Party Service is governed by its own terms and privacy policy, and TAXONIX is not responsible for Third-Party Services, their availability, or the accuracy of data they provide. A provider may change or discontinue its service in ways that affect an integration, and we cannot guarantee that any integration will remain available.

10White-label and enterprise partners

Through our white-label enterprise program, approved partners may offer the platform to their own clients under the partner's brand ("Partners").

• Partners must have a separate Agreement with TAXONIX, which governs the partner relationship.
• Partners are responsible for their relationships with their own clients, including their client agreements, privacy notices, required consents, pricing, support, marketing, and compliance with laws that apply to their business.
• Partners may not make representations or warranties about TAXONIX or the Services beyond those we have approved in writing.
• If you are a client of a Partner, your agreement with that Partner governs the services they provide to you, and your use of the underlying platform is also subject to these Terms.

11Intellectual property

The Site and Services, including the software, AI models, workflows, design, text, graphics, logos, and the TAXONIX name and marks, are owned by TAXONIX or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are transferred to you. You may not use our name, logo, or marks without our prior written permission, except as permitted in a Partner Agreement.

As between you and TAXONIX, and subject to our rights in the Services, you may use Outputs generated from your Customer Data for your own lawful purposes.

12Acceptable use

You agree not to, and not to allow anyone else to:

• use the Services to prepare or file a false or fraudulent return, commit identity theft, or engage in any unlawful activity;
• upload information you do not have the right to share, or that contains malware or harmful code;
• access or attempt to access another user's account or data, or bypass security, authentication, or usage limits;
• copy, modify, reverse engineer, decompile, or create derivative works of the Services, except as the law expressly allows;
• scrape, crawl, or use automated means to access the Services, or use the Services or Outputs to build a competing product;
• resell, sublicense, or provide the Services to third parties, except as expressly permitted for Professionals serving their clients or by a Partner Agreement;
• interfere with or disrupt the Services or the networks and systems that support them; or
• use the Services in violation of IRS, state, or professional rules that apply to you.

We may investigate suspected violations and suspend access where needed to protect users, the Services, or third parties.

13Fees

Fees, if any, are described in your order or agreement. Unless your order or agreement says otherwise, fees are due as stated there, are non-refundable except where required by law, and do not include applicable taxes, which you are responsible for. We will give you advance notice before any change to fees under an existing order or agreement takes effect. Access to early access features does not create an obligation for you to purchase, or for us to offer, any particular plan.

14Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information. Non-public details about the Services, including roadmap and commercial terms, are ours. The receiving party will use the other party's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to people who need to know it and are bound by similar obligations, or where required by law after giving notice where legally permitted. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party.

15Disclaimers

To the fullest extent permitted by law, the Site, Services, and Outputs are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and accuracy. TAXONIX does not warrant that the Services will be uninterrupted, error-free, or secure, that Outputs will be accurate or complete, or that any return will be accepted, produce a particular refund, or avoid penalties or audits.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

16Limitation of liability

To the fullest extent permitted by law, TAXONIX and its affiliates, officers, employees, agents, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, or for any taxes, interest, or penalties assessed against you, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

To the fullest extent permitted by law, the total liability of TAXONIX for all claims arising out of or relating to these Terms or the Services will not exceed the amounts you paid to TAXONIX for the Services giving rise to the claim during the twelve (12) months before the event giving rise to the liability.

These limitations apply regardless of the legal theory, and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some may not apply to you.

17Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless TAXONIX and its affiliates, officers, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your Customer Data; (b) your use of the Services in violation of these Terms or applicable law; (c) returns or other filings you prepare, sign, or submit, or advice you give to your clients, if you are a Professional; (d) your relationships with your clients, if you are a Partner; or (e) your violation of any third party's rights.

18Suspension and termination

You may stop using the Services at any time, and you may close your account by contacting us, subject to any Agreement. We may suspend or terminate your access to the Services, with notice where practical, if you breach these Terms, if required by law, if your use creates a security or legal risk, or if we discontinue the Services or early access program.

After termination, your right to use the Services ends. Where practical and permitted by law, we will give you a reasonable opportunity to export your Customer Data before it is deleted in line with our Privacy Policy. Sections that by their nature should survive termination will survive, including those on data responsibility, intellectual property, fees owed, confidentiality, disclaimers, limitation of liability, indemnification, and governing law.

19Governing law and venue

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws rules. Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state courts located in the City of Norfolk, Virginia, or in the United States District Court for the Eastern District of Virginia, Norfolk Division, and you and TAXONIX consent to the personal jurisdiction of those courts. Either party may seek temporary injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

20Changes to these terms

We may update these Terms from time to time, including as the platform moves from early access to general availability. When we do, we will change the "Last updated" date above. If a change is material, we will give reasonable advance notice, such as by email or a notice in the Services. Changes take effect when posted unless we state otherwise, and your continued use of the Services after they take effect means you accept the updated Terms.

21General terms

These Terms, together with our Privacy Policy and any Agreement, are the entire agreement between you and TAXONIX about the Services. If any provision is found unenforceable, the rest will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent, and we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. Notices to TAXONIX should be sent to the contact details below.

22Contact us

Questions about these Terms? Contact us: