Terms of Service

The Augusta Rule, LLC and Customer hereby agree to the following terms of service for Customer’s access to, and use of, The Augusta Rule software as a service. This constitutes a binding agreement between The Augusta Rule, LLC (hereafter “TAR”) and Customer (defined below). By using the service, Customer accepts and agrees to be bound by these Terms of Service (hereafter “Agreement”).

1. Grant of Non-Exclusive Right to Use: Subject to compliance with the Agreement, TAR hereby grants nonexclusive right to access and use The Augusta Rule Plan (hereafter “TAR Plan”) during the Term. All rights not expressly granted to customer herein shall be reserved to TAR.
   

2. Customer’s Obligations: Customer shall access the TAR Plan, use the TAR Materials and the Service Output only as set forth herein. Customer’s rights are personal to the Customer and shall only be used for Customer’s benefit.
   

1. Customer’s Responsibility. (1) Customer is solely responsible for the accuracy of all Customer Data, including keying it accurately into the TAR Plan (TAR does not verify any Customer Data). TAR is entitled to rely upon the completeness and accuracy of all Customer Data and TAR will not update the Service Output for any changes, unless Customer separately engages TAR to do so in writing. (2) Customer shall be responsible to comply with all Applicable Laws. Customer shall not use the TAR Plan to violate, or assist anyone else in violating, Applicable Laws. (3) Customer shall be solely responsible for its own acts or omissions, as well as those of any Authorized User; (4) Customer shall review all Service Output and verify that such Service Output is complete and correct for Customer’s intended use. (5) Customer shall maintain the security of all its TAR Plan access credentials, including usernames and passwords, Customer is solely responsible for any activities that occur on its account. (6) Customer shall notify TAR immediately upon notice of security breach or unauthorized use of the TAR Plan.
   

2. Customer Prohibitions. (1) Customer shall not allow any unauthorized use of the TAR Plan. (2) Customer shall not violate any applicable laws while using the TAR Plan. (3) Customer shall not use the TAR Plan for any purpose not expressly contemplated herein. (4) Customer shall not copy, adapt, license, assign, resell or otherwise transfer the TAR Plan or TAR Materials to anyone. (5) Customer shall not use the TAR Plan, TAR Materials or TAR Technology in a manner that infringes upon the Intellectual Property Rights of TAR or any other person.
   

3. Customer’s Tax Considerations. (1) Customer understands and agrees that any decisions regarding tax treatment and/or reporting are the Customer’s own decisions. (2) By utilizing the TAR Plan, Customer agrees that it is not relying upon TAR or the TAR Plan for any tax advice and it has obtained its own independent tax advice. (3) Use of the TAR Plan does not relieve the Customer from any tax reporting obligations. (4) TAR will have no liability or responsibility for Customer’s taxes, interest and/or penalties whether such arise out of reliance upon Service Output or otherwise.
   

3. TAR Obligations. (1) TAR shall keep all Customer Data confidential and will not disclose such data unless disclosure is required to comply with an order of a Court, regulatory agency or other governmental agency or otherwise to comply with Applicable Laws. (2) TAR shall maintain commercially reasonable safeguards to protect confidential data and shall promptly notify Customer in the event TAR becomes aware of unauthorized access, use or disclosure. (3) TAR, for as long as it remains in business, shall retain Customer Data for a period of _____ years; and thereafter reserves the right to permanently destroy such Customer Data.
   

4. Subscription Term & Automatic Renewal. All TAR Subscription Terms proceed on an annual basis. A Customer’s initial subscription term shall commence on the date of initial signup and payment for the first annual subscription and that shall continue to the end of the calendar year. All Subscription Terms shall automatically renew for the following calendar year, unless Customer has given notice to TAR that it Opts-Out of the auto-renewal by 11:59 PST on December 31 by emailing Support@TheAugustaRule.com with “Opt Out” in the Subject line.

5. Fees. Customer shall pay the fees applicable for the TAR Plan purchased by Customer. All fees shall be paid in US dollars. Customer shall pay all sales, use and/or excise taxes associated with the TAR Plan. TAR reserves the right to change fees applicable for the TAR Plan in any Renewal Annual Subscription Term; provided that TAR has provided Customer notice at least 30 days prior to increase in annual subscription.
   

6. Auto-Renewal. For any renewal period, unless Customer timely Opts-Out for the upcoming year; Customer authorizes TAR or its billing Affiliate to charge Customer’s credit card for the following annual subscription.
   

7. 100% Money Back Guarantee. TAR stands behind the TAR Plan. Therefore, if the following conditions are met TAR will refund a Customer’s annual subscription for the year. (1) Customer must book 14 qualifying events during the Subscription year and before submitting a request for money back. (2) In order for an event to be “qualifying,” it must receive a defensibility score of 4. (3) Customer must submit its request to Support@TheAugustaRule.com for money back by November 30 of the calendar year.
   

8. Referral Fees. TAR may pay referral fees to third parties.
   

9. TAR Plan Modifications. The TAR Plan may be modified and changed at any time by TAR in its exclusive discretion. Customer may not rely on future availability of any service offerings. TAR may modify the Terms of TAR Plan at any time.
   

10. Third-Party Materials. The TAR Plan may contain certain Third-Party Materials and TAR shall not be responsible for or endorse such Third-Party Materials.
    
    

11. Affiliates and Third-Party Vendors. TAR may utilize Affiliates or third-party vendors in providing the TAR Plan to Customers including, but not limited to, for billing. TAR shall be responsible for the actions of its Affiliates and third-party vendors. If billing is conducted via an Affiliate or third-party vendors, Customer shall tender payment to the Affiliate or third-party vendor as billed.
    

12. Beta Testing. TAR may release TAR Plan or other products in testing or unsupported format and designate such as “Beta.” To the extent that Customer provides feedback to TAR, or an Affiliate, related to TAR services; Customer grants TAR a nonexclusive right to use, republish, distribute, or sell such feedback for promotional or commercial business purposes or otherwise.
    

13. Customer Meta-Data. TAR may monitor Customer’s use of the TAR Plan and collect metadata associated with Customer use. Further, TAR may collect and compile Aggregate Information and such information shall not be confidential and such Aggregate Information may be utilized in any way that TAR deems fit.
    

14. Intellectual Property. TAR owns and shall retain all right, title and interest in the TAR Plan and all related Intellectual Property rights. Nothing herein transfers any TAR Intellectual Property right to Customer or any other person. Customer owns and will retain all right to Customer Data and Customer Confidential Information.
    

15. Termination for Cause. TAR reserves the right to terminate any Customer’s subscription for breach of any provision of the Terms of Service or for other good cause; provided TAR shall refund such terminated Customer’s annual subscription.
    

16. Indemnification. Customer shall indemnify and hold TAR harmless for all liabilities (in any form) incurred by TAR as a result of Customer’s breach of the Agreement, use of the TAR Plan of violation of Applicable Laws. Likewise, Customer shall pay all costs and expenses (including reasonable attorney’s fees) incurred by TAR as a result of any claims made.
    

17. Disclaimer of All Warranties. Except as specifically set forth in these Service Terms and to the maximum extent permitted by Applicable Law: (1) TAR makes no warranty of any kind, whether express, implied or otherwise, and TAR expressly disclaims all implied warranties including those of merchantability and fitness for particular purpose. (2) Customer agrees that it is using the TAR Plan “as is” and the TAR Plan and all Service Output is at Customer’s sole risk and discretion. Nothing herein creates any warranty. Further, in no event will either party be liable to the other for any indirect, special, punitive, consequential or incidental damages relating to this Agreement or the TAR Plan.
    

18. Limitation of Liability. In no event shall any party’s aggregate liability to the other exceed the amount paid by Customer to TAR for the TAR Plan in the calendar year of the claimed action. However, this limitation shall not apply to a party’s gross negligence, willful misconduct or indemnification obligations.
    

19. The TAR Plan for Informational Purposes Only – No Professional Advice. Nothing herein shall create any fiduciary relationship between TAR and Customer. TAR is not an investment advisory firm, a law firm or an accounting firm. Nothing provided by TAR in offering the TAR Plan to the Customer should be used or construed by the Customer as financial, accounting, legal or tax advice. Customer agrees that TAR provides the TAR Plan, and Service Output for informational purposes only. Customer is solely responsible for all tax reporting positions taken by Customer.
    

20. Circular 230 Disclaimer. TAR’s Service Output is not intended to be used, and cannot be used, by anyone for the purpose of avoiding any penalty that may be imposed by the IRS under the Internal Revenue Code. Customer shall seek advice from an independent tax advisor. The Service Output is based upon the tax law in effect at the time of the Service Output’s creation; it is not intended to be relied upon on an ongoing basis without appropriate updates being made by a qualified tax advisor. There are no assurances or guarantees that the Service Output will not be examined or pass IRS scrutiny or state agency scrutiny.
    

21. Governing Law: This Agreement shall be governed by the laws of Idaho.
    
    

22. Publicity. TAR may include the name or logo of Customer in lists of customers or vendors. Customer may request permission to use TAR logo at Support@TheAugustaRule.com.
    

23. Assignment. Customer may not assign its rights or duties under the agreement. TAR may assign its rights; provided such assignment results in no additional cost to Customer.
    

24. Miscellaneous. This Agreement constitutes the entire Agreement between TAR and Customer. If any portion of this Agreement is found to be invalid, illegal or unenforceable, all other provisions shall remain in full force and effect. TAR shall communicate all notices to Customers either via email or by posting on its website. Any notice to TAR shall be emailed to Support@TheAugustaRule.com

Definitions

1. “Affiliate“ means an entity that controls or is controlled by another entity, where “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.

2. “Aggregate Information” means data related to Customers and their use of the TAR Plan, including metadata, data, strategies and other information related to Customers. Such information may be aggregated with like data of other Customers. In no event shall such collection result in no individually identified person or entity as its source.

3. “Applicable Laws” means all applicable local, state, provincial, federal, and international laws, rules or regulations.

4. “Automatic Renewal” shall have the meaning set forth in the paragraph entitled Subscription Term & Automatic Renewal.

5. “Authorized Users” means Customer (or its employees) who have access and use of the TAR Plan and who have been supplied with user identifications and passwords by Customer (or by TAR at Customer’s request). Authorized Users may include tax planning users or administrative users with differing levels of access. Customer’s Authorized User(s) include any tax advisor of Customer with authorization to access the account.

6. TAR Materials” means all templates, information, and other content and materials of TAR and its Affiliates (and all related Intellectual Property rights) contained or used in the TAR Plan (other than the Customer Data), contained in TAR’s knowledge base, or otherwise provided to Customer in connection with the TAR Plan. TAR Materials may include Third-Party Materials.

7. “TAR Technology” means the technology, including software, websites, networks, and equipment (and all related Intellectual Property rights), used in providing the services offered by TAR.

8. “Customer” means an individual or business entity that subscribes to a TAR Plan (including both paid and free TAR Plan offerings).

9. “Customer Data” means any information or documents uploaded or submitted by Customer to TAR. It also includes the Service Output. Customer Data does not include Aggregate Information or descriptions of tax issues, requirements or strategies (other than any Customer unique data).

10. “Confidential Information” Confidential Information means information disclosed by TAR or Customer in connection with the TAR Plan that would be reasonably considered to be confidential under the circumstances or is otherwise marked as confidential. It includes all TAR technology, non-public TAR Materials and customer lists. It also includes all non-public Customer Data (not including meta-data).

11. “Fees” means the fees, reimbursable expenses, and other amounts payable by Customer for the TAR Plan including any taxes (if applicable) related thereto.

12. “Initial Subscription Term” has the meaning set forth in the paragraph entitled “Subscription Term & Automatic Renewal.”

13. “Intellectual Property” means creations of the mind broadly construed including, but not limited to, inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property and proprietary rights and derivatives thereof. It includes all forms of protection and enforcement of Intellectual Property rights anywhere in the world.

14. “Subscription Term” shall have the meaning set forth in the paragraph entitled Subscription Term & Automatic Renewal.

15. “Renewal Annual Subscription Term” shall mean all subscription terms after the initial Subscription Term.

16. “Service Output” means the Customer-unique output that is generated for Customer by the TAR Plan including details for bookings, rental value calculations, comparables and filing instructions, created by the TAR.

17. “Referral Partner” means any person or business that refers Customers to TAR in exchange for valuable consideration.

18. “Tax Pros” means any tax professional that assists Customer with its taxes and tax reporting. This could include the Customer’s Certified Public Accountant, Enrolled Agent, Attorney or other person.

19. “Third-Party Materials” means software, technology, services, websites or other information belonging to any third party that may be used in conjunction with the TAR Plan.