Terms of Use
Updated: October 28, 2025
a) Bookkeeping Services (Monthly)
b) Tax Preparation and Filing Services (Annually)
c) Tax Estimation Services (Quarterly)Each of the services listed above are explained in detail below.You may use the Services only if you have a valid email address, are eighteen (18) years of age or older, and can form a binding contract with Soundboard, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). Without limiting the generality of the foregoing, any access to, or use of, the Service by non-U.S. residents is strictly prohibited and in violation of these Terms. Soundboard makes no representations that the Service is appropriate or available for use in other locations. By using the Service, you represent that you are a U.S. tax resident.
(2) Cooperation and Access to Information. You agree to provide Soundboard with accurate and complete representation, information, and permissions reasonably requested by Soundboard in order to perform the Bookkeeping Services.Without limitation, you will:
i. provide Soundboard with monthly statements related to your bank accounts and credit cards. Soundboard acknowledges such information is your confidential information, and will use such information and/or access solely for the purpose of performing its obligations herein;
ii. provide information and respond to questions on certain transactions. Since we are not part of your day-to-day operations, we are not as familiar as you are with certain transactions. We may reach out to you for additional information, and we need your timely response to keep your books updated;
iii. respond to questions on inquiries about details related to your business or other important accounting related matters;
iv. inform us of any changes to your financial set up such as opening a new business bank or credit card, taking out a business loan, or selling a business asset during the year.
v. inform us if your health insurance premiums increased/decreased, or your state unemployment insurance rates increased.If you become aware of any errors in the data that is provided to us, you commit to use reasonable efforts to investigate and correct those issues.(3) Review of Financial Reports. You are responsible for timely review of the general ledger and the financial reports we issue monthly. If you have any questions on the transactions or disagree with the categorizations, you must promptly notify us to make corrections.Should you be unable to meet these obligations or if you repeatedly do not cooperate with our requests for information, Soundboard, in its sole discretion, may adjust the price of the Service to account for the increased workload or terminate the relationship with you.Bookkeeping Services DisclaimerAll advice and information made available by Soundboard in connection with the Bookkeeping Services is based on the information you provide to us or authorize us to obtain from your banks and other third-party software platforms that sync data into our platform or Third-Party tools. We cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. Soundboard is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the Bookkeeping Services. For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.No Guaranteed Results or ResponsesSoundboard does not make any representation or warranty that the Bookkeeping Services will be appropriate for your needs or suitable for your business. We do not guarantee any particular results.Catch-Up Bookkeeping ServicesSoundboard may, in its sole discretion, offer catch-up bookkeeping services for historical periods prior to your subscription with Soundboard as a separate service ("Catch-Up Bookkeeping Services"). Catch-Up Bookkeeping Services are billed separately from your monthly subscription and are not included in your standard Bookkeeping Services. All provisions of these Terms, including but not limited to the Client Obligations, Bookkeeping Services Disclaimer, liability limitations, indemnification provisions, warranties, and our Privacy Policy, apply equally to Catch-Up Bookkeeping Services.
(a) An in-house tax professional employed by or contracted with Soundboard ("In-House Tax Preparer"), or
(b) A third-party independent tax return preparer ("Third-Party Tax Preparer")Both (a) and (b) collectively can be referred to as "Tax Preparer" or "Assigned Tax Preparer".Soundboard has complete discretion in making this assignment based on your tax situation, preparer availability and expertise, and other business considerations. The assignment may change from year to year. You have no right to request a specific type of Tax Preparer.Tax Preparation Services ScopeGenerally, the Tax Preparation Services will include the preparation and filing of individual and business (if applicable) income tax return(s). The specific services delivered will be evaluated on a case-by-case basis, but generally include the following:
- For Sole-Proprietor or Single Member LLC, it may include:
-Federal Personal/Individual Income Tax Return (Form 1040) with One (1) Schedule C
-One (1) State Personal/Individual Income Tax Return
- For Single Owner S-Corporations, it may include:
-Federal Personal/Individual Income Tax Return (Form 1040)
-One (1) State Personal/Individual Income Tax Return
-Federal Business Income Tax Return (Form 1120S) including One (1) Schedule K-1
-One (1) State Business Income Tax ReturnThe official Scope of Work will be determined on a case-by-case basis depending on your specific tax needs. In cases where additional work beyond the listed requirements above is required, Soundboard reserves the right to charge you for the additional work. These requirements include, but are not limited to: additional Schedule C Forms, additional State(s) returns, complex rental properties, additional Schedule K-1(s), Foreign Assets/Income, and Digital Assets.Requirement to Sign an Engagement Letter to receive Tax Preparation ServicesTo receive Tax Preparation Services through Soundboard, you must review and sign an Engagement Letter.The term "Engagement" means the contractual relationship between you and either Soundboard (for In-House Tax Preparers) or the Third-Party Tax Preparer (for Third-Party Tax Preparers) that commences when you sign the applicable Engagement Letter and continues until completion of the tax preparation and filing services or earlier termination in accordance with the terms of the Engagement Letter.There are two types of Engagement Letters:
Soundboard, in its sole discretion, will determine whether your tax preparation services will be provided by an In-House Tax Preparer or a Third-Party Tax Preparer. Soundboard has complete discretion in making this assignment based on your tax situation, preparer availability and expertise, capacity constraints, and other business considerations. The assignment may change from year to year. You have no right to request a specific type of Tax Preparer or a specific individual preparer.Pre-Assignment Information Sharing for Third-Party Tax Preparers:
Before assigning a Third-Party Tax Preparer to you, Soundboard reserves the right to share basic information about your tax situation with potential Third-Party Tax Preparers and their respective firms for evaluation purposes. This may include, but is not limited to:
Soundboard will protect your information in accordance with these Terms and our Privacy Policy during the transfer process to potential Third-Party Tax Preparers. However, once your information is received by a Third-Party Tax Preparer or their firm, Soundboard cannot control their data security practices or systems. You acknowledge that Third-Party Tax Preparers are independent professionals who maintain their own data security measures. All licensed tax return preparers, including Third-Party Tax Preparers, are governed by IRS Circular 230 and other applicable professional standards, which include obligations to protect taxpayer information. However, Soundboard makes no representations or warranties regarding the data security practices of Third-Party Tax Preparers and their firms, and you assume the risk associated with sharing your tax information with Third-Party Tax Preparers as part of the engagement process.This authorization allows potential Third-Party Tax Preparers and their firms to review your tax information and decide whether to accept you as a client before Soundboard makes a final assignment. Soundboard will only share information necessary for this evaluation purpose and will require potential Third-Party Tax Preparers and their firms to maintain confidentiality of your information regardless of whether they ultimately accept the assignment.Post-Assignment ProcessFor Third-Party Tax Preparer Assignments:
After assignment to a Third-Party Tax Preparer, Soundboard will facilitate an introduction between you and your Third-Party Tax Preparer via email, video conference, or other similar means. After the introduction takes place, Soundboard will provide written confirmation of the introduction and assignment for record-keeping purposes.Your Assigned Third-Party Tax Preparer will provide you with a Third-Party Tax Preparer Engagement Letter and Scope of Work, which may be delivered to you directly by the Third-Party Tax Preparer or facilitated by Soundboard. You must review and sign the Third-Party Tax Preparer Engagement Letter to proceed with tax preparation services.For In-House Tax Preparer Assignments: If you are assigned an In-House Tax Preparer, Soundboard will contact you via email or through our platform to provide you with the Soundboard Tax Preparation Engagement Letter directly. You must review and sign the Soundboard Tax Preparation Engagement Letter to proceed with tax preparation services.TAX PREPARATION SERVICES DISCLAIMERFor In-House Tax Preparation Services:
OUR WORK IN THE PREPARATION OF TAX RETURNS CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST. IN THE EVENT YOU TERMINATE THE SERVICES PRIOR TO THE COMPLETION AND/OR FILING OF YOUR TAX RETURNS, SOUNDBOARD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO COMPLETING OR FILING YOUR TAX RETURNS. ALL ADVICE AND INFORMATION IS BASED ON THE INFORMATION YOU PROVIDE. WE WILL NOT AUDIT OR OTHERWISE VERIFY YOUR INFORMATION. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTS AND OMISSIONS RELATED TO THE TAX PREPARATION SERVICES.For Third-Party Tax Preparation Services:
THE WORK COMPLETED BY YOUR ASSIGNED THIRD-PARTY TAX PREPARER IN THE PREPARATION OF TAX RETURNS CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST. WE ASSUME YOU ARE PROPERLY AND TIMELY DISCHARGING ANY AND ALL OTHER TAX REPORTING OBLIGATIONS FOR WHICH YOU ARE RESPONSIBLE. IN THE EVENT YOU TERMINATE THE SERVICES PRIOR TO THE COMPLETION AND/OR FILING OF YOUR TAX RETURNS, SOUNDBOARD AND YOUR ASSIGNED THIRD-PARTY TAX PREPARER SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO COMPLETING OR FILING YOUR TAX RETURNS. YOU UNDERSTAND THAT YOUR ASSIGNED THIRD-PARTY TAX PREPARER WILL NOT AUDIT OR OTHERWISE VERIFY THE INFORMATION YOU SUBMIT, ALTHOUGH THEY MAY ASK YOU FOR CLARIFICATION OF SOME OF THE INFORMATION. SOUNDBOARD IS NOT RESPONSIBLE FOR ANY INFORMATION OR ADVICE GIVEN BY THE THIRD-PARTY TAX PREPARER BASED ON ANY INACCURATE, UNTRUE, INCOMPLETE OR OUT-OF-DATE INFORMATION PROVIDED BY YOU. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTS AND OMISSIONS RELATED TO THE TAX PREPARATION SERVICES.Recordkeeping and Reliance on InformationYou are solely responsible for fully disclosing all income and reportable tax transactions, as failure to do so may lead to penalties and additional liabilities. Soundboard and any Third-Party Tax Preparers hold no liability for undisclosed income or transactions. You agree to review all tax returns, reports, and related documents carefully before signing or relying on them. You acknowledge and agree that Soundboard shall not be responsible or liable for any decisions made by you, or for any tax returns, reports or other documents executed or submitted by, or on behalf of, you.You are responsible for complying with federal and state recordkeeping requirements, including those of the Internal Revenue Service (IRS). As between you and Soundboard, Soundboard has no responsibility for maintaining your tax records on your behalf. You represent and warrant that you understand state and federal recordkeeping requirements and agree to comply with those requirements. You further represent that you can produce adequate documentation to substantiate the accuracy and completeness of your tax returns if requested by any tax authority.Arguable Positions and Disclosure RequirementsWhen tax law allows for multiple interpretations, Soundboard's In-House Tax Preparers or your Third-Party Tax Preparer may explain potential positions that align with professional standards and may sign the return based on your selected position, provided it meets their understanding of tax guidelines, including the Internal Revenue Code, Revenue Rulings, and other relevant guidance.Should the IRS or other tax authorities later contest a position taken on your return(s), any additional taxes, penalties, interest, or professional fees resulting from such dispute will be your sole responsibility. You acknowledge that you have been advised of the risks associated with taking arguable positions on your tax return(s) and agree to hold harmless Soundboard and any Third-Party Tax Preparers from any consequences of positions you choose to take.Error Correction Guarantee (In-House Tax Preparation Only)While Soundboard is committed to accuracy, we do not guarantee specific results. If you discover a clerical, data entry, or calculation error in your tax return that was prepared by Soundboard's In-House Tax Preparers, we will correct it and, upon request, file an amended return at no additional charge.
Errors eligible for correction under this guarantee must satisfy all of the following conditions:
This Error Correction Guarantee does NOT cover:
To make a claim under this Error Correction Guarantee, you must:
If you do not wish to grant Soundboard this authority to file extensions on your behalf, you must notify Soundboard in writing at [email protected] at least sixty (60) days before the applicable tax filing deadline. If you opt out of this extension authority and Soundboard determines that your return cannot be timely completed due to delays, incomplete information, or other issues on your part, Soundboard may decline to complete your return, and you will assume full responsibility for any resulting late filing penalties, interest, or other consequences.Note: This extension authority applies only when you are assigned an In-House Tax Preparer. If you are assigned a Third-Party Tax Preparer, extension authority will be governed by your Third-Party Tax Preparer Engagement Letter.State and Local Tax ObligationsScope Limitation:
Soundboard's Tax Preparation Services are limited to federal income tax returns and primary state income tax returns (for the state where you are a resident or where your business is primarily located). Our Tax Preparation Services do NOT include support for additional state and local tax obligations beyond your primary state filing.State Income Tax Filing Nexus:
Businesses and individuals may be subject to non-resident state income tax filing obligations in multiple states based on business activities, sales, property, payroll, or other factors that create "nexus" (a sufficient connection to the state requiring a tax filing) in those states.You acknowledge and agree that:
i. use the Services (a) to violate any law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), including, but not limited to, transactions relating to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling/wagering, escort services, pyramid schemes, counterfeit goods, the unlicensed sale of firearms, or any type of money laundering;
ii. process false or inaccurate transactions;
iii. probe, scan, or test the vulnerability of our system or network;
iv. breach or otherwise circumvent any security or authentication measures;
v.harass or abuse Soundboard personnel or representatives or agents performing services on behalf of Soundboard; or
vi.request our personnel to act, as your employee, officer, signatory, agent or fiduciaryYou may not knowingly facilitate or aid a third party in any of the aforementioned activities.
i. tamper with public or non-public areas of Our Technology
ii. provide Our Technology to any third party, use Our Technology as a service bureau, or otherwise violate or circumvent any use limitations or restrictions set forth in the Terms or Our Technology;
iii. derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate, Our Technology;
iv. copy, modify or make derivative works of or reverse engineering Our Technology;
v. frame or mirror the Services, Our Technology, or any part thereof;
vi. use Our Technology: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to send or store material that violates the rights of a third party; (c) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (e) for any other illegal or unlawful purpose.You may not knowingly facilitate or aid a third party in any of the aforementioned activities.
- Terminating your subscription, in accordance with these Terms, if you have paid in advance for a full year worth of Services, but the termination occurs in the middle of the Term. Soundboard may, but is not obligated to, issue a refund of the proportion of the year where the Services were not delivered.Generally, if the work has been delivered, Fees will not be refunded.
- The first payment is due on the Effective Date and covers services for the current month.
- Starting in the second month, you will be billed on the 1st of each month for services to be provided during that month.For example, if you sign up on July 15th:
- You will pay on July 15th for services from July 1st to July 31st (i.e. the July Books which will be delivered in August)
- On August 1st, you'll be billed for the month of August (i.e. the August Books which will be delivered in September)
- This cycle continues with billing on the 1st of each subsequent month
Overview
Welcome to Soundboard! Your use of Soundboard's services, including the services Soundboard makes available through this website and all related web sites, mobile sites, data files, visualizations and applications that link to these terms of service (the "Site") and all software or services offered by Soundboard in connection with any of those (the "Services") are governed by these Terms of Use (the "Terms"), so please carefully read them before using the Services. For the purposes of these Terms, "we," "our," "us," and "Soundboard" (or similar) refer to Soundboard Inc, a Delaware Corporation.The Terms herein outline the essential rules and provide clear guidelines for using our Services responsibly, ensuring a safe and enjoyable experience for all users. By accessing or using this website, you agree to be bound by these Terms of Use, including any additional terms and policies referenced herein or available by hyperlink. These Terms apply to all users, including browsers, vendors, customers, merchants, and contributors of content.If you do not agree to these Terms, then you may not access or use our website or our Services.You can review the current version of the Terms of Use at any time on this page. We reserve the right to update, change, or replace any part of these Terms by posting updates on our website. Changes are effective immediately upon posting, and your continued use of the website or services constitutes acceptance of those changes. It is your responsibility to check this page periodically for updates.PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 9.2 (THE "ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 9.3 (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.1. Services
1.1 Overview of Services
We provide the following services (the "Services"):a) Bookkeeping Services (Monthly)
b) Tax Preparation and Filing Services (Annually)
c) Tax Estimation Services (Quarterly)Each of the services listed above are explained in detail below.You may use the Services only if you have a valid email address, are eighteen (18) years of age or older, and can form a binding contract with Soundboard, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). Without limiting the generality of the foregoing, any access to, or use of, the Service by non-U.S. residents is strictly prohibited and in violation of these Terms. Soundboard makes no representations that the Service is appropriate or available for use in other locations. By using the Service, you represent that you are a U.S. tax resident.
1.1.A Bookkeeping Services
Delivery of the Bookkeeping ServicesSoundboard offers bookkeeping services, which includes categorization of transactions, reconciliation of business bank accounts and credit card accounts, and monthly reporting (the "Bookkeeping Services"). Soundboard makes no commitment, and has no obligation, to provide any Bookkeeping Services, except as set forth in these Terms or a statement of work issued by Soundboard. In no event will the bookkeeping services include, without limitation, financial advisory services, sending or paying your business' invoices, calculating sales taxes, processing payroll payments or fulfilling orders.You agree that if you engage Soundboard to provide Bookkeeping Services, that you will indemnify, defend and hold harmless Soundboard from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys' fees) incurred by Soundboard, its officers, directors, employees, contractors and bookkeepers, in connection with any action, claim or suit arising from your use of the Bookkeeping Services, except to the extent caused by the gross negligence or willful misconduct of Soundboard and its bookkeepers.We use Intuit Inc.'s QuickBooks Online to provide the Bookkeeping Services. If you do not already have an account, you authorize us to create one for you. If you already have an account, you will be required to invite us to serve as your accountant. Your and our use of QuickBooks Online will be governed by Intuit Inc.'s Terms of Service and Privacy Statement, and by authorizing us to create an account for you, you agree to Intuit Inc.'s Terms of Service.To deliver the Bookkeeping Services, we leverage technology to enhance your overall experience. We use proprietary technology to deliver financial reports, collect and process information, and facilitate communication with you. Monthly bookkeeping reports will be delivered through our secure platform on or around the 15th day of the following month, subject to timely receipt of all necessary information from you as stated by the Client Obligations below.You agree that we will be your sole bookkeeper, and in performing such Bookkeeping Services, we must use, record, classify and reconcile your financial transactions and other data to prepare your books. If you engage another service provider to make changes to your books, or you otherwise make changes to your books directly, while you have engaged us to provide Bookkeeping Services, the parties agree to the following remedies, which shall be at our option: (i) we may delay bookkeeping deliverables that are on a deadline, (ii) we may charge standard hourly fees for the additional work required to remediate the situation, and/or (iii) we may terminate your subscription. For the avoidance of doubt, this does not prevent you from managing invoices and accept payments in QuickBooks, and/or processing payroll through QuickBooks, if applicable.Soundboard reserves the right to engage qualified subcontractors to assist in providing the Bookkeeping Service. By agreeing to these Terms of Use, you consent to our use of subcontractors in the delivery of the Services.Client Obligations(1) Do Not Commingle Funds. You will ensure that any of your business accounts or expenses shall not be commingled with any of your (or your spouse's or any other third party's) accounts or expenses. In the event your business accounts are commingled with your or your spouse's personal accounts and expenses, you acknowledge that Soundboard cannot accurately perform the Bookkeeping Services.(2) Cooperation and Access to Information. You agree to provide Soundboard with accurate and complete representation, information, and permissions reasonably requested by Soundboard in order to perform the Bookkeeping Services.Without limitation, you will:
i. provide Soundboard with monthly statements related to your bank accounts and credit cards. Soundboard acknowledges such information is your confidential information, and will use such information and/or access solely for the purpose of performing its obligations herein;
ii. provide information and respond to questions on certain transactions. Since we are not part of your day-to-day operations, we are not as familiar as you are with certain transactions. We may reach out to you for additional information, and we need your timely response to keep your books updated;
iii. respond to questions on inquiries about details related to your business or other important accounting related matters;
iv. inform us of any changes to your financial set up such as opening a new business bank or credit card, taking out a business loan, or selling a business asset during the year.
v. inform us if your health insurance premiums increased/decreased, or your state unemployment insurance rates increased.If you become aware of any errors in the data that is provided to us, you commit to use reasonable efforts to investigate and correct those issues.(3) Review of Financial Reports. You are responsible for timely review of the general ledger and the financial reports we issue monthly. If you have any questions on the transactions or disagree with the categorizations, you must promptly notify us to make corrections.Should you be unable to meet these obligations or if you repeatedly do not cooperate with our requests for information, Soundboard, in its sole discretion, may adjust the price of the Service to account for the increased workload or terminate the relationship with you.Bookkeeping Services DisclaimerAll advice and information made available by Soundboard in connection with the Bookkeeping Services is based on the information you provide to us or authorize us to obtain from your banks and other third-party software platforms that sync data into our platform or Third-Party tools. We cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. Soundboard is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the Bookkeeping Services. For the avoidance of doubt, if our performance of the Services is prevented or delayed by any act or omission by you or your agents, we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.No Guaranteed Results or ResponsesSoundboard does not make any representation or warranty that the Bookkeeping Services will be appropriate for your needs or suitable for your business. We do not guarantee any particular results.Catch-Up Bookkeeping ServicesSoundboard may, in its sole discretion, offer catch-up bookkeeping services for historical periods prior to your subscription with Soundboard as a separate service ("Catch-Up Bookkeeping Services"). Catch-Up Bookkeeping Services are billed separately from your monthly subscription and are not included in your standard Bookkeeping Services. All provisions of these Terms, including but not limited to the Client Obligations, Bookkeeping Services Disclaimer, liability limitations, indemnification provisions, warranties, and our Privacy Policy, apply equally to Catch-Up Bookkeeping Services.
1.1.B Tax Preparation Services
General Information and Definitions for the Delivery of the Tax Preparation ServicesAs part of our Services, Soundboard may assist you in the preparation and filing of your annual individual and business (if applicable) tax returns (the "Tax Preparation Services").To deliver the Tax Preparation Services, Soundboard, in its sole discretion, will determine whether your tax preparation services will be provided by:(a) An in-house tax professional employed by or contracted with Soundboard ("In-House Tax Preparer"), or
(b) A third-party independent tax return preparer ("Third-Party Tax Preparer")Both (a) and (b) collectively can be referred to as "Tax Preparer" or "Assigned Tax Preparer".Soundboard has complete discretion in making this assignment based on your tax situation, preparer availability and expertise, and other business considerations. The assignment may change from year to year. You have no right to request a specific type of Tax Preparer.Tax Preparation Services ScopeGenerally, the Tax Preparation Services will include the preparation and filing of individual and business (if applicable) income tax return(s). The specific services delivered will be evaluated on a case-by-case basis, but generally include the following:
- For Sole-Proprietor or Single Member LLC, it may include:
-Federal Personal/Individual Income Tax Return (Form 1040) with One (1) Schedule C
-One (1) State Personal/Individual Income Tax Return
- For Single Owner S-Corporations, it may include:
-Federal Personal/Individual Income Tax Return (Form 1040)
-One (1) State Personal/Individual Income Tax Return
-Federal Business Income Tax Return (Form 1120S) including One (1) Schedule K-1
-One (1) State Business Income Tax ReturnThe official Scope of Work will be determined on a case-by-case basis depending on your specific tax needs. In cases where additional work beyond the listed requirements above is required, Soundboard reserves the right to charge you for the additional work. These requirements include, but are not limited to: additional Schedule C Forms, additional State(s) returns, complex rental properties, additional Schedule K-1(s), Foreign Assets/Income, and Digital Assets.Requirement to Sign an Engagement Letter to receive Tax Preparation ServicesTo receive Tax Preparation Services through Soundboard, you must review and sign an Engagement Letter.The term "Engagement" means the contractual relationship between you and either Soundboard (for In-House Tax Preparers) or the Third-Party Tax Preparer (for Third-Party Tax Preparers) that commences when you sign the applicable Engagement Letter and continues until completion of the tax preparation and filing services or earlier termination in accordance with the terms of the Engagement Letter.There are two types of Engagement Letters:
-"Soundboard Tax Preparation Engagement Letter": If you are assigned an In-House Tax Preparer, you will receive a "Soundboard Tax Preparation Engagement Letter" directly from Soundboard. By signing this Engagement Letter, you engage Soundboard as your tax preparation firm to prepare and file your tax return(s). The Engagement Letter will specify the exact scope of work (which tax forms will be prepared and filed), applicable fees, deadlines, and the specific legal terms governing the tax preparation services. This Engagement Letter will include detailed provisions regarding standard of care, recordkeeping obligations, error correction procedures, liability limitations, and other matters specific to the tax preparation engagement.-"Third-Party Tax Preparer Engagement Letter": If you are assigned a Third-Party Tax Preparer, you will receive a "Third-Party Tax Preparer Engagement Letter" from the Third-Party Tax Preparer, which may be delivered to you directly by the Third-Party Tax Preparer or facilitated by Soundboard. By signing this Engagement Letter, you engage the Third-Party Tax Preparer as your tax preparation firm to prepare and file your tax return(s). In this scenario, Soundboard acts only as a project coordinator to facilitate communication and document exchange between you and the Third-Party Tax Preparer, as described below. The Third-Party Tax Preparer Engagement Letter will specify the exact scope of work, applicable fees, deadlines, and the specific legal terms governing the tax preparation services, including provisions regarding standard of care, recordkeeping obligations, error correction procedures, liability limitations, and other matters specific to that tax preparation engagement.
In both cases, the Engagement Letter supersedes these Terms with respect to the specific tax preparation services to be performed, as further described in the "Primacy of the Engagement Letters" section below. However, all other provisions of these Terms (including but not limited to general limitations of liability, disclaimers not specific to tax preparation, indemnification for matters outside the tax preparation engagement, arbitration provisions, and governing law) remain in full force and effect.You must sign the applicable Engagement Letter before any Tax Preparation Services will be performed. Your failure to sign an Engagement Letter means that no Tax Preparation Services will be provided to you.Soundboard's Role in the Tax Preparation Services with an Assigned Third-Party Tax PreparerWHEN ACTING AS A PROJECT COORDINATOR FOR THIRD-PARTY TAX PREPARERS, SOUNDBOARD IS NOT, AND DOES NOT MARKET ITSELF AS, A PROFESSIONAL TAX ADVISOR, CERTIFIED PUBLIC ACCOUNTANT, OR ENROLLED AGENT.When you are assigned a Third-Party Tax Preparer, Soundboard will facilitate the Tax Preparation process as a project coordinator. In this project coordinator role, Soundboard may:- Facilitate introductions between you and the Third-Party Tax Preparer- Assist with the exchange of documents and information between you and the Third-Party Tax Preparer- Provide access to technology platforms for document sharing and communication- Coordinate timelines and deadlines- Process payments on behalf of the Third-Party Tax Preparer (if applicable)
Soundboard does not provide any specific tax advice or guidance in connection with Third-Party Tax Preparer engagements. Soundboard makes no representations or warranties regarding the guidance, representations, advice, or services provided by Third-Party Tax Preparers. The Third-Party Tax Preparer, not Soundboard, is solely responsible for all tax preparation services, tax advice, tax positions taken on your return(s), and compliance with all applicable tax laws and professional standards.Tax Preparer Assignment ProcessAssignment Decision:Soundboard, in its sole discretion, will determine whether your tax preparation services will be provided by an In-House Tax Preparer or a Third-Party Tax Preparer. Soundboard has complete discretion in making this assignment based on your tax situation, preparer availability and expertise, capacity constraints, and other business considerations. The assignment may change from year to year. You have no right to request a specific type of Tax Preparer or a specific individual preparer.Pre-Assignment Information Sharing for Third-Party Tax Preparers:
Before assigning a Third-Party Tax Preparer to you, Soundboard reserves the right to share basic information about your tax situation with potential Third-Party Tax Preparers and their respective firms for evaluation purposes. This may include, but is not limited to:
- Your business structure and entity type- Prior year tax returns you have shared with Soundboard- General information about your income sources and business activities- Information about your bookkeeping records maintained through Soundboard- Any special circumstances or complexities in your tax situation
By accepting these Terms, you explicitly authorize Soundboard to share this information with potential Third-Party Tax Preparers and their respective firms solely for the purpose of:- Evaluating whether the potential Third-Party Tax Preparer has the expertise to handle your tax situation-Obtaining the potential Third-Party Tax Preparer's agreement to serve as your Assigned Tax Preparer- Developing an appropriate Scope of Work for your tax preparation needs- Determining applicable fees based on the complexity of your situation
Data Protection in Transfer to Third-Party Tax Preparers:Soundboard will protect your information in accordance with these Terms and our Privacy Policy during the transfer process to potential Third-Party Tax Preparers. However, once your information is received by a Third-Party Tax Preparer or their firm, Soundboard cannot control their data security practices or systems. You acknowledge that Third-Party Tax Preparers are independent professionals who maintain their own data security measures. All licensed tax return preparers, including Third-Party Tax Preparers, are governed by IRS Circular 230 and other applicable professional standards, which include obligations to protect taxpayer information. However, Soundboard makes no representations or warranties regarding the data security practices of Third-Party Tax Preparers and their firms, and you assume the risk associated with sharing your tax information with Third-Party Tax Preparers as part of the engagement process.This authorization allows potential Third-Party Tax Preparers and their firms to review your tax information and decide whether to accept you as a client before Soundboard makes a final assignment. Soundboard will only share information necessary for this evaluation purpose and will require potential Third-Party Tax Preparers and their firms to maintain confidentiality of your information regardless of whether they ultimately accept the assignment.Post-Assignment ProcessFor Third-Party Tax Preparer Assignments:
After assignment to a Third-Party Tax Preparer, Soundboard will facilitate an introduction between you and your Third-Party Tax Preparer via email, video conference, or other similar means. After the introduction takes place, Soundboard will provide written confirmation of the introduction and assignment for record-keeping purposes.Your Assigned Third-Party Tax Preparer will provide you with a Third-Party Tax Preparer Engagement Letter and Scope of Work, which may be delivered to you directly by the Third-Party Tax Preparer or facilitated by Soundboard. You must review and sign the Third-Party Tax Preparer Engagement Letter to proceed with tax preparation services.For In-House Tax Preparer Assignments: If you are assigned an In-House Tax Preparer, Soundboard will contact you via email or through our platform to provide you with the Soundboard Tax Preparation Engagement Letter directly. You must review and sign the Soundboard Tax Preparation Engagement Letter to proceed with tax preparation services.TAX PREPARATION SERVICES DISCLAIMERFor In-House Tax Preparation Services:
OUR WORK IN THE PREPARATION OF TAX RETURNS CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST. IN THE EVENT YOU TERMINATE THE SERVICES PRIOR TO THE COMPLETION AND/OR FILING OF YOUR TAX RETURNS, SOUNDBOARD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO COMPLETING OR FILING YOUR TAX RETURNS. ALL ADVICE AND INFORMATION IS BASED ON THE INFORMATION YOU PROVIDE. WE WILL NOT AUDIT OR OTHERWISE VERIFY YOUR INFORMATION. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTS AND OMISSIONS RELATED TO THE TAX PREPARATION SERVICES.For Third-Party Tax Preparation Services:
THE WORK COMPLETED BY YOUR ASSIGNED THIRD-PARTY TAX PREPARER IN THE PREPARATION OF TAX RETURNS CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST. WE ASSUME YOU ARE PROPERLY AND TIMELY DISCHARGING ANY AND ALL OTHER TAX REPORTING OBLIGATIONS FOR WHICH YOU ARE RESPONSIBLE. IN THE EVENT YOU TERMINATE THE SERVICES PRIOR TO THE COMPLETION AND/OR FILING OF YOUR TAX RETURNS, SOUNDBOARD AND YOUR ASSIGNED THIRD-PARTY TAX PREPARER SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO COMPLETING OR FILING YOUR TAX RETURNS. YOU UNDERSTAND THAT YOUR ASSIGNED THIRD-PARTY TAX PREPARER WILL NOT AUDIT OR OTHERWISE VERIFY THE INFORMATION YOU SUBMIT, ALTHOUGH THEY MAY ASK YOU FOR CLARIFICATION OF SOME OF THE INFORMATION. SOUNDBOARD IS NOT RESPONSIBLE FOR ANY INFORMATION OR ADVICE GIVEN BY THE THIRD-PARTY TAX PREPARER BASED ON ANY INACCURATE, UNTRUE, INCOMPLETE OR OUT-OF-DATE INFORMATION PROVIDED BY YOU. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTS AND OMISSIONS RELATED TO THE TAX PREPARATION SERVICES.Recordkeeping and Reliance on InformationYou are solely responsible for fully disclosing all income and reportable tax transactions, as failure to do so may lead to penalties and additional liabilities. Soundboard and any Third-Party Tax Preparers hold no liability for undisclosed income or transactions. You agree to review all tax returns, reports, and related documents carefully before signing or relying on them. You acknowledge and agree that Soundboard shall not be responsible or liable for any decisions made by you, or for any tax returns, reports or other documents executed or submitted by, or on behalf of, you.You are responsible for complying with federal and state recordkeeping requirements, including those of the Internal Revenue Service (IRS). As between you and Soundboard, Soundboard has no responsibility for maintaining your tax records on your behalf. You represent and warrant that you understand state and federal recordkeeping requirements and agree to comply with those requirements. You further represent that you can produce adequate documentation to substantiate the accuracy and completeness of your tax returns if requested by any tax authority.Arguable Positions and Disclosure RequirementsWhen tax law allows for multiple interpretations, Soundboard's In-House Tax Preparers or your Third-Party Tax Preparer may explain potential positions that align with professional standards and may sign the return based on your selected position, provided it meets their understanding of tax guidelines, including the Internal Revenue Code, Revenue Rulings, and other relevant guidance.Should the IRS or other tax authorities later contest a position taken on your return(s), any additional taxes, penalties, interest, or professional fees resulting from such dispute will be your sole responsibility. You acknowledge that you have been advised of the risks associated with taking arguable positions on your tax return(s) and agree to hold harmless Soundboard and any Third-Party Tax Preparers from any consequences of positions you choose to take.Error Correction Guarantee (In-House Tax Preparation Only)While Soundboard is committed to accuracy, we do not guarantee specific results. If you discover a clerical, data entry, or calculation error in your tax return that was prepared by Soundboard's In-House Tax Preparers, we will correct it and, upon request, file an amended return at no additional charge.
Errors eligible for correction under this guarantee must satisfy all of the following conditions:
-The error was made by Soundboard's In-House Tax Preparers (not by you or a Third-Party Tax Preparer)- The error is a clerical, data entry, or calculation error (not a difference in professional judgment or interpretation of tax law)- The error did not arise from incomplete or inaccurate information provided by you- The error did not arise from decisions made by you against our guidance or recommendations
What This Guarantee Does NOT Cover:This Error Correction Guarantee does NOT cover:
- Errors due to incomplete or inaccurate information you provided- Decisions made against our guidance or recommendations- Disagreements with tax authorities on positions where reasonable tax professionals could disagree- Penalties or interest resulting from your failure to pay estimated taxes- Penalties or interest resulting from your failure to timely file returns or make timely payments- Any tax returns prepared by Third-Party Tax Preparers (Third-Party Tax Preparers may offer their own error correction policies as set forth in their Engagement Letters)- Consequential damages, lost profits, or any other damages beyond the penalties and interest directly caused by our clerical, data entry, or calculation error
Claims Process:To make a claim under this Error Correction Guarantee, you must:
1. Notify Soundboard in writing within 30 days of discovering the error2.Provide Soundboard with a reasonable opportunity to review the error and file an amended return if appropriate3. Cooperate with Soundboard in any review or dispute resolution process
Authority to File Tax Extensions (In-House Tax Preparation Only)In certain situations where you are assigned a Soundboard In-House Tax Preparer, it may be necessary to file an extension of your tax filing deadline due to unresolved issues, delays, incomplete information received from you, or other circumstances that prevent timely completion of your return(s).By accepting these Terms, you are obligated to provide Soundboard with authorization to file federal and applicable state tax extensions on your behalf as deemed necessary by Soundboard, without needing additional consent for each specific extension request. You acknowledge that filing an extension extends only the deadline to file your return(s) and does not extend the deadline for payment of taxes due. You remain responsible for estimating and paying any taxes owed by the original filing deadline to avoid penalties and interest.Opting Out of Extension Authority:If you do not wish to grant Soundboard this authority to file extensions on your behalf, you must notify Soundboard in writing at [email protected] at least sixty (60) days before the applicable tax filing deadline. If you opt out of this extension authority and Soundboard determines that your return cannot be timely completed due to delays, incomplete information, or other issues on your part, Soundboard may decline to complete your return, and you will assume full responsibility for any resulting late filing penalties, interest, or other consequences.Note: This extension authority applies only when you are assigned an In-House Tax Preparer. If you are assigned a Third-Party Tax Preparer, extension authority will be governed by your Third-Party Tax Preparer Engagement Letter.State and Local Tax ObligationsScope Limitation:
Soundboard's Tax Preparation Services are limited to federal income tax returns and primary state income tax returns (for the state where you are a resident or where your business is primarily located). Our Tax Preparation Services do NOT include support for additional state and local tax obligations beyond your primary state filing.State Income Tax Filing Nexus:
Businesses and individuals may be subject to non-resident state income tax filing obligations in multiple states based on business activities, sales, property, payroll, or other factors that create "nexus" (a sufficient connection to the state requiring a tax filing) in those states.You acknowledge and agree that:
- Soundboard has no responsibility or liability for notifying you of any such filing requirements in states other than your primary state of residence or business location- Soundboard is not responsible for performing any analysis to determine whether nexus is established in any additional states- You are solely responsible for informing Soundboard if your business activities may create nexus in additional states- Any tax liabilities, penalties, or interest resulting from unfiled or late-filed state returns in states other than your primary state are your sole responsibility
If Soundboard or your Third-Party Tax Preparer identifies that you may have nexus in additional states, we or they may, at our or their sole discretion, offer to prepare additional state returns for an additional fee. However, there is no obligation to do so, and you remain solely responsible for all multi-state tax filing obligations.State and Local Franchise, Excise, and Gross Receipts TaxesBusinesses may be subject to various state and local franchise taxes, excise taxes, gross receipts taxes, and other taxes that are separate from and in addition to income tax filings. Soundboard does not prepare or file franchise, excise, gross receipts, or similar tax returns on your behalf. These taxes are outside the scope of our Tax Preparation Services.While Soundboard may, as a courtesy, provide reminders about certain annual state fees or taxes (such as annual minimum franchise taxes), such notifications are provided solely as a courtesy. Soundboard has no obligation to provide such notifications or to notify you at any particular frequency. You are solely responsible for:
- Identifying all franchise, excise, gross receipts, and similar tax obligations applicable to your business- Preparing and filing all required returns for such taxes- Paying all fees and taxes related to such obligations on a timely basis-Any penalties, interest, or consequences resulting from failure to comply with such obligations
Limitations on Audit SupportSoundboard does not provide direct representation in communications with the IRS, state tax agencies, or other governmental tax authorities. We do not act as your power of attorney, authorized representative, or legal counsel in any tax audit, examination, or dispute.What Soundboard MAY Provide (at our sole discretion):
For tax returns prepared by Soundboard's In-House Tax Preparers, we may, in our sole discretion, offer limited support if your return is selected for examination, including:
For tax returns prepared by Soundboard's In-House Tax Preparers, we may, in our sole discretion, offer limited support if your return is selected for examination, including:
- General guidance on the audit process- Helpful resources and links to IRS or state tax agency materials- Answers to frequently asked questions about audit procedures-Clarification of positions taken on your return that was prepared by us
This limited support, if provided, is offered as a courtesy only and does not constitute representation. We may cease providing such support at any time and for any reason in our sole discretion.What Soundboard Does NOT Provide (Unless otherwise stated in writing):
Soundboard does NOT:
Soundboard does NOT:
-Act as your authorized representative before the IRS or state tax agencies-Communicate directly with tax authorities on your behalf-Attend audit meetings or conferences with you-Prepare responses to audit inquiries or Information Document Requests (IDRs)-Negotiate with tax authorities regarding proposed adjustments-Represent you in appeals or litigation-Provide legal advice regarding audits or tax disputes
Your Responsibilities:
You are responsible for:
You are responsible for:
-Responding to all communications from tax authorities in a timely manner-Meeting all deadlines imposed by tax authorities- Providing all documentation and information requested by tax authorities-Retaining qualified representation (such as a CPA, enrolled agent, or tax attorney) if you need professional representation in an audit-All penalties, interest, and additional tax assessments resulting from any audit, examination, or dispute
Third-Party Tax Preparer Audit Support:
If your return was prepared by a Third-Party Tax Preparer, any audit support (if any) will be governed by your Third-Party Tax Preparer Engagement Letter. Soundboard has no obligation to provide any audit support for returns prepared by Third-Party Tax Preparers.
If your return was prepared by a Third-Party Tax Preparer, any audit support (if any) will be governed by your Third-Party Tax Preparer Engagement Letter. Soundboard has no obligation to provide any audit support for returns prepared by Third-Party Tax Preparers.
Disclaimer of Liability:Soundboard is not liable for any penalties, interest, additional tax assessments, or other consequences resulting from tax authority notices, audits, examinations, or disputes, regardless of whether your return was prepared by an In-House Tax Preparer or a Third-Party Tax Preparer.
No Guaranteed Results or ResponsesSoundboard makes no representation or warranty that the Tax Preparation Services will be appropriate or suitable for your specific needs or tax situation. We do not guarantee any particular results, outcomes, tax savings, refund amounts, or other benefits from the Tax Preparation Services.The performance and results of the Tax Preparation Services depend heavily on the accuracy, completeness, and timeliness of information you provide. Soundboard expressly disclaims any warranty or guarantee of:
-Timeliness of service delivery (subject to your provision of timely and complete information)-Accuracy of returns (subject to the Error Correction Guarantee for In-House Tax Preparers as set forth above)- Specific tax outcomes or refund amounts-Acceptance of your return(s) by tax authorities-Availability of particular deductions, credits, or tax positions-Tax savings or benefits
Similarly, Third-Party Tax Preparers make no guarantees regarding results, and any guarantees or warranties they offer will be set forth in their Engagement Letters.Primacy of the Engagement LettersThe Engagement Letter (whether Soundboard Tax Preparation Engagement Letter or Third-Party Tax Preparer Engagement Letter) and the Scope of Work govern the specific tax preparation services to be performed, including detailed provisions regarding professional standards, representations, warranties, indemnifications, liability limitations, error correction procedures, and other legal terms directly related to the preparation and filing of your tax return(s).For Third-Party Tax Preparers:
The execution of a Third-Party Tax Preparer Engagement Letter between you and the Third-Party Tax Preparer constitutes a direct professional relationship between you and the Third-Party Tax Preparer. The Third-Party Tax Preparer Engagement Letter supersedes these Terms with respect to all matters directly related to the preparation and filing of your tax return(s).In the event of any conflict between these Terms and the Third-Party Tax Preparer Engagement Letter regarding the specific tax preparation services, the terms of the Third-Party Tax Preparer Engagement Letter shall control.However, all other provisions of these Terms that do not relate specifically to the tax preparation services shall remain in full force and effect.For In-House Tax Preparers:
The execution of a Soundboard Tax Preparation Engagement Letter between you and Soundboard governs the specific tax preparation services to be performed. The Soundboard Tax Preparation Engagement Letter supersedes these Terms with respect to all matters directly related to the preparation and filing of your tax return(s), including but not limited to the same matters listed above for Third- Party Tax Preparers.IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND THE SOUNDBOARD TAX PREPARATION ENGAGEMENT LETTER REGARDING THE SPECIFIC TAX PREPARATION SERVICES, THE TERMS OF THE SOUNDBOARD TAX PREPARATION ENGAGEMENT LETTER SHALL CONTROL.HOWEVER, ALL OTHER PROVISIONS OF THESE TERMS THAT DO NOT RELATE SPECIFICALLY TO THE TAX PREPARATION SERVICES SHALL REMAIN IN FULL FORCE AND EFFECT, INCLUDING BUT NOT LIMITED TO THE GENERAL PROVISIONS LISTED ABOVE.User Acknowledgments:
By using our services to access a Tax Preparer (whether In-House or Third-Party), you acknowledge and agree that:i. You will carefully review and agree to the terms set forth in the Engagement Letter provided by or on behalf of your Assigned Tax Preparer before any tax preparation services commence.ii. The Engagement Letter constitutes the entire agreement regarding the specific tax preparation and filing services to be performed, and supersedes any prior discussions, representations, or understandings regarding those specific services.iii. For Third-Party Tax Preparers: Soundboard is not a direct party to the Third-Party Tax Preparer Engagement Letter and bears no responsibility for the tax preparation services provided under it. Any disputes or issues arising from the tax preparation services must be resolved directly with your Assigned Third-Party Tax Preparer in accordance with the terms of the Third-Party Tax Preparer Engagement Letter. Soundboard takes no liability for such disputes or issues, including any errors, omissions, missed deadlines, tax positions taken, professional negligence, or any other matters related to the tax preparation services provided by the Third-Party Tax Preparer.iv. For In-House Tax Preparers: Soundboard is the party to the Soundboard Tax Preparation Engagement Letter and is responsible for the tax preparation services described therein, subject to all limitations, disclaimers, error correction procedures, and liability caps set forth in both these Terms and the Soundboard Tax Preparation Engagement Letter.
The execution of a Third-Party Tax Preparer Engagement Letter between you and the Third-Party Tax Preparer constitutes a direct professional relationship between you and the Third-Party Tax Preparer. The Third-Party Tax Preparer Engagement Letter supersedes these Terms with respect to all matters directly related to the preparation and filing of your tax return(s).In the event of any conflict between these Terms and the Third-Party Tax Preparer Engagement Letter regarding the specific tax preparation services, the terms of the Third-Party Tax Preparer Engagement Letter shall control.However, all other provisions of these Terms that do not relate specifically to the tax preparation services shall remain in full force and effect.For In-House Tax Preparers:
The execution of a Soundboard Tax Preparation Engagement Letter between you and Soundboard governs the specific tax preparation services to be performed. The Soundboard Tax Preparation Engagement Letter supersedes these Terms with respect to all matters directly related to the preparation and filing of your tax return(s), including but not limited to the same matters listed above for Third- Party Tax Preparers.IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND THE SOUNDBOARD TAX PREPARATION ENGAGEMENT LETTER REGARDING THE SPECIFIC TAX PREPARATION SERVICES, THE TERMS OF THE SOUNDBOARD TAX PREPARATION ENGAGEMENT LETTER SHALL CONTROL.HOWEVER, ALL OTHER PROVISIONS OF THESE TERMS THAT DO NOT RELATE SPECIFICALLY TO THE TAX PREPARATION SERVICES SHALL REMAIN IN FULL FORCE AND EFFECT, INCLUDING BUT NOT LIMITED TO THE GENERAL PROVISIONS LISTED ABOVE.User Acknowledgments:
By using our services to access a Tax Preparer (whether In-House or Third-Party), you acknowledge and agree that:i. You will carefully review and agree to the terms set forth in the Engagement Letter provided by or on behalf of your Assigned Tax Preparer before any tax preparation services commence.ii. The Engagement Letter constitutes the entire agreement regarding the specific tax preparation and filing services to be performed, and supersedes any prior discussions, representations, or understandings regarding those specific services.iii. For Third-Party Tax Preparers: Soundboard is not a direct party to the Third-Party Tax Preparer Engagement Letter and bears no responsibility for the tax preparation services provided under it. Any disputes or issues arising from the tax preparation services must be resolved directly with your Assigned Third-Party Tax Preparer in accordance with the terms of the Third-Party Tax Preparer Engagement Letter. Soundboard takes no liability for such disputes or issues, including any errors, omissions, missed deadlines, tax positions taken, professional negligence, or any other matters related to the tax preparation services provided by the Third-Party Tax Preparer.iv. For In-House Tax Preparers: Soundboard is the party to the Soundboard Tax Preparation Engagement Letter and is responsible for the tax preparation services described therein, subject to all limitations, disclaimers, error correction procedures, and liability caps set forth in both these Terms and the Soundboard Tax Preparation Engagement Letter.
General Indemnification for Tax Preparation ServicesSOUNDBOARD MAKES NO COMMITMENT, AND HAS NO OBLIGATION, TO PROVIDE ANY ADVICE, INFORMATION, OR CONSULTATION REGARDING TAX MATTERS OUTSIDE OF THE SCOPE OF THE SERVICES SET FORTH IN THESE TERMS, THE APPLICABLE ENGAGEMENT LETTER, OR ANY STATEMENT OF WORK ISSUED BY SOUNDBOARD OR YOUR ASSIGNED THIRD-PARTY TAX PREPARER.General Indemnification Obligation:
You agree that you will indemnify, defend, and hold harmless Soundboard, its officers, directors, employees, contractors, and In-House Tax Preparers from any and all damages, judgments, liabilities, losses, penalties, settlements, costs, and expenses (including reasonable attorneys' fees) incurred by any of them in connection with any action, claim, or suit arising from your use of the Tax Preparation Services, except to the extent caused by the gross negligence or willful misconduct of Soundboard.Additional Indemnification for In-House Tax Preparation Services:
If Soundboard provides in-house tax preparation services to you through an In-House Tax Preparer, you agree to indemnify, defend, and hold harmless Soundboard and its In-House Tax Preparers, officers, directors, employees, and contractors from any and all claims, damages, liabilities, penalties, interest, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
You agree that you will indemnify, defend, and hold harmless Soundboard, its officers, directors, employees, contractors, and In-House Tax Preparers from any and all damages, judgments, liabilities, losses, penalties, settlements, costs, and expenses (including reasonable attorneys' fees) incurred by any of them in connection with any action, claim, or suit arising from your use of the Tax Preparation Services, except to the extent caused by the gross negligence or willful misconduct of Soundboard.Additional Indemnification for In-House Tax Preparation Services:
If Soundboard provides in-house tax preparation services to you through an In-House Tax Preparer, you agree to indemnify, defend, and hold harmless Soundboard and its In-House Tax Preparers, officers, directors, employees, and contractors from any and all claims, damages, liabilities, penalties, interest, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
a) Any inaccurate, incomplete, false, or misleading information provided by you in connection with the preparation of your tax return(s)b) Your failure to disclose income, assets, deductions, credits, or transactions required to be reported on your tax return(s)c) Your failure to maintain adequate records or documentation to support positions taken on your tax return(s)d) Any penalties, interest, or additional taxes assessed by tax authoritiese) Your failure to timely file tax returns or make timely tax paymentsf) Any audit, examination, inquiry, or proceeding initiated by the IRS, state tax agencies, or other tax authoritiesg) Any dispute with tax authorities regarding positions taken on your return(s), including disputes regarding the interpretation or application of tax lawh) Your failure to respond to inquiries or requests for information from Soundboard during the tax preparation processi) Your failure to review tax returns before signing and filing them
This indemnification obligation survives the termination of these Terms and the completion of the Tax Preparation Services for the full period during which claims related to tax returns prepared by Soundboard may be asserted under applicable law (generally at least three years from the date of filing, and longer in cases involving substantial understatement of income, fraud, or failure to file).Termination of Engagement with Third-Party Tax PreparerYou acknowledge that your Third-Party Tax Preparer Engagement Letter is an independent agreement between you and the Third-Party Tax Preparer, separate and distinct from these Terms of Use with Soundboard.If you terminate your subscription with Soundboard:
If you decide to terminate your relationship with Soundboard in accordance with Section 5 of these Terms (Term and Termination), you acknowledge and agree that:
i. Your signed Third-Party Tax Preparer Engagement Letter with your Third-Party Tax Preparer survives the termination of your Soundboard subscription and these Terms
ii. You remain obligated to fulfill all obligations under the Third-Party Tax Preparer Engagement Letter, including payment obligations, cooperation obligations, and any other commitments you made to the Third-Party Tax Preparer
iii. The terms relating to termination of your engagement with the Third-Party Tax Preparer are governed exclusively by the Third-Party Tax Preparer Engagement Letter, not by these Terms
iv. Soundboard has no responsibility or liability for facilitating or managing the termination of your engagement with a Third-Party Tax PreparerIf you wish to terminate your engagement with a Third-Party Tax Preparer:
If you wish to terminate your engagement with a Third-Party Tax Preparer (whether or not you also terminate your Soundboard subscription), you must do so in accordance with the termination provisions set forth in your Third- Party Tax Preparer Engagement Letter. Terminating your Soundboard subscription does NOT automatically terminate your engagement with a Third-Party Tax Preparer.Soundboard has no control over and assumes no responsibility for any disputes between you and a Third-Party Tax Preparer, including disputes arising from termination of the engagement.
If you decide to terminate your relationship with Soundboard in accordance with Section 5 of these Terms (Term and Termination), you acknowledge and agree that:
i. Your signed Third-Party Tax Preparer Engagement Letter with your Third-Party Tax Preparer survives the termination of your Soundboard subscription and these Terms
ii. You remain obligated to fulfill all obligations under the Third-Party Tax Preparer Engagement Letter, including payment obligations, cooperation obligations, and any other commitments you made to the Third-Party Tax Preparer
iii. The terms relating to termination of your engagement with the Third-Party Tax Preparer are governed exclusively by the Third-Party Tax Preparer Engagement Letter, not by these Terms
iv. Soundboard has no responsibility or liability for facilitating or managing the termination of your engagement with a Third-Party Tax PreparerIf you wish to terminate your engagement with a Third-Party Tax Preparer:
If you wish to terminate your engagement with a Third-Party Tax Preparer (whether or not you also terminate your Soundboard subscription), you must do so in accordance with the termination provisions set forth in your Third- Party Tax Preparer Engagement Letter. Terminating your Soundboard subscription does NOT automatically terminate your engagement with a Third-Party Tax Preparer.Soundboard has no control over and assumes no responsibility for any disputes between you and a Third-Party Tax Preparer, including disputes arising from termination of the engagement.
SpousesYou acknowledge and agree that, for any tax returns filed with the status of "married filing jointly," both spouses are deemed to be subject to these Terms, and that, as used in these Terms, "you" includes both spouses. Both individuals acknowledge and agree that there is no expectation of privacy between the spouses concerning the Service, and, accordingly, Soundboard and any Assigned Tax Preparer (whether In-House Tax Preparer or Third- Party Tax Preparer) may share with either of you, without prior consent, partial or completed tax returns, tax documents, and other information related to the preparation of your tax return(s).If you elect to file with the status "married filing separately," Soundboard is only responsible for preparing and filing YOUR individual tax return. Soundboard is not responsible for preparing or filing your spouse's tax return unless your spouse has separately engaged Soundboard's services under their own independent account and agreed to these Terms.
Back Tax Services (Prior Years)Soundboard may, in its sole discretion, offer back tax preparation services for tax returns from years prior to your subscription with Soundboard as a separate service ("Back Tax Services").Back Tax Services are billed separately from your subscription and are not included in your standard Tax Preparation Services. To receive Back Tax Services, you must review and sign a separate Engagement Letter (either a Soundboard Tax Preparation Engagement Letter or a Third-Party Tax Preparer Engagement Letter, as determined by Soundboard in its sole discretion).Soundboard will determine whether Back Tax Services will be provided by an In-House Tax Preparer or a Third- Party Tax Preparer using the same assignment process described above for current-year Tax Preparation Services. The applicable Engagement Letter will govern the specific back tax preparation services to be performed, including which tax years will be prepared, scope of work, fees, deadlines, and all other terms specific to the back tax engagement.The provisions regarding Primacy of the Engagement Letters, Soundboard's Role with Third-Party Tax Preparers, disclaimers, indemnification, and all other provisions of Section 1.1.B apply equally to Back Tax Services. All other provisions of these Terms, including but not limited to liability limitations, warranties, arbitration provisions, and our Privacy Policy, apply equally to Back Tax Services.
1.1.C Quarterly Tax Estimate Services
Delivery of the Quarterly Tax Estimate ServicesSoundboard offers Quarterly tax estimate services, which includes the calculation of your estimated quarterly tax obligations (the “Quarterly Tax Estimate Services”). This includes individual Federal income tax estimates and individual State income tax estimates (if applicable) for your state of primary residence. Soundboard makes no commitment, and has no obligation, to provide any Quarterly Tax Estimate Services, except as set forth in these Terms or a statement of work issued by Soundboard.Soundboard will provide the Quarterly Tax Estimate at least one week prior to the IRS due dates listed here: https://www.irs.gov/faqs/estimated-tax/individuals/individuals-2. It is your sole obligation to make the quarterly estimated tax payments. Soundboard takes no responsibility for making any payments on your behalf. As a courtesy, we will remind you of your estimated tax obligations, but you are solely responsible for making the payments on time.Your quarterly estimated tax amounts will be delivered through the Soundboard platform. The quarterly tax estimates will be calculated based on your tax obligation last year and the performance of the business this year. The estimates will be made based on information that you provide to Soundboard, and therefore you are responsible for providing accurate and complete information to us to generate estimates. Soundboard and its sub- contractors shall have no liability for any failure by you to appropriately disclose such data in performing the quarterly tax estimate analysis.1.2 Modifications to the Services
We reserve the right to modify, suspend, or discontinue any part of our services at any time. We will provide notice of any significant changes to our service offerings to you in writing or via the Soundboard platform. You agree that we may add or remove functionality or features, and that we may suspend or stop part of the Services altogether. Similarly, some of our Services are provided by Soundboard personnel and/or Third-parties. We reserve the right to determine from time to time, in our sole discretion, the personnel assigned to provide the Services to you.1.3 Using the Services on behalf of others
If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.1.4 Unauthorized uses of the Services
If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the authorizations and rights necessary and sufficient to do so.You agree not to misuse the Services or help anyone else do so. You must not do or try to do any of the following in connection with the Services:i. use the Services (a) to violate any law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), including, but not limited to, transactions relating to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling/wagering, escort services, pyramid schemes, counterfeit goods, the unlicensed sale of firearms, or any type of money laundering;
ii. process false or inaccurate transactions;
iii. probe, scan, or test the vulnerability of our system or network;
iv. breach or otherwise circumvent any security or authentication measures;
v.harass or abuse Soundboard personnel or representatives or agents performing services on behalf of Soundboard; or
vi.request our personnel to act, as your employee, officer, signatory, agent or fiduciaryYou may not knowingly facilitate or aid a third party in any of the aforementioned activities.
1.5 Use of Subcontractors
As mentioned throughout the Terms, Soundboard reserves the right to engage qualified subcontractors to assist in providing the Services from time to time. We may, at our discretion, use subcontractors for any part of the Services, including but not limited to bookkeeping and tax preparation. By agreeing to these Terms of Use, you consent to our use of subcontractors in the delivery of the Services.1.6 Regulatory Compliance
We strive to comply with all relevant laws and regulations in the provision of our Services. However, you are ultimately responsible for ensuring your business practices meet all applicable legal requirements.2. Technology and Data
2.1 Our Technology; Internal Software
To facilitate the provision of the Services, we provide you (a “User”) with access to and use of functionality of website(s), cloud software services, software tools, automated forms and other technologies developed by or for us (collectively, “Our Technology”). You are responsible for: (a) the confidentiality of any log-in credentials that are in your possession; (b) the safe and secure use of Our Technology, and (c) your compliance with the Terms and applicable laws. You must notify us promptly if you become aware, or reasonably suspect, that your account's security has been compromised.To efficiently provide the Services, we use certain internal technologies and tools developed by or for us, such as integrations with Third-Party Services, software rules, checklists and other technologies (collectively, “Internal Software”). You agree to reasonably cooperate with us to enable us to use Internal Software in the provision of the Services.2.2 “Customer Data” and Data use
Soundboard will use "Customer Data" to deliver the Services agreed hereunder and for the business purposes described therein. “Customer Data” is defined as all data and information that you, the customer, provide to us, including but not limited to, financial records, transaction details, personal information, and any other data submitted by you or on your behalf in connection with the use of our Services. By subscribing to our Services, you expressly consent to such use, including the use of Customer Data in Third-Party Services required for the provision of our Services.2.3 Intellectual Property Rights
You retain all rights, title, and interest, including all Intellectual Property Rights, in and to all Customer Data you provide to us. We do not claim any ownership rights to your Customer Data. By providing Customer Data to us, you grant us and our subcontractors a limited, non-exclusive license to use, process, and store Customer Data solely for the purpose of providing, protecting, and improving the Services and to fulfill our obligations under these Terms.We retain all rights, title, and interest, including all Intellectual Property Rights, in and to Our Technology as well as software and tools used to provide the Services. This includes, but is not limited to, any website(s), cloud software services, software tools, and automated forms developed by or for us. You are granted a non-exclusive license to use Our Technology solely for the purpose of utilizing the Services subject to these Terms.Each party represents and warrants that it has the authority, including any necessary consents, to grant the licenses specified in this section.2.4. Third-Party Technology Services
Our Services, Our Technology and Internal Software may transfer data from or to, or integrate with, Third-Party Technology Services. We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any Third-Party Service. You agree to abide by the terms of your agreements for any Third-Party Services and indemnify us and hold us harmless from any claim related to a breach by you of any such agreement or from any instructions by you to us that would constitute a breach of any such agreement. We have no obligation to provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Services, Our Technology and Internal Software with any Third-Party Services. If a Third- Party Provider ceases to make the Third-Party Services available for interoperation with Our Technology or Internal Software for any reason, we may cease providing certain features of Our Technology and/or modify the Services without liability.2.5 Unauthorized uses of Our Technology
You agree not to misuse Our Technology or help anyone else do so. Except as expressly authorized in the Terms or by us prior to each instance, you must not do or try to do any of the following in connection with the Services:i. tamper with public or non-public areas of Our Technology
ii. provide Our Technology to any third party, use Our Technology as a service bureau, or otherwise violate or circumvent any use limitations or restrictions set forth in the Terms or Our Technology;
iii. derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate, Our Technology;
iv. copy, modify or make derivative works of or reverse engineering Our Technology;
v. frame or mirror the Services, Our Technology, or any part thereof;
vi. use Our Technology: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to send or store material that violates the rights of a third party; (c) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (e) for any other illegal or unlawful purpose.You may not knowingly facilitate or aid a third party in any of the aforementioned activities.
2.6 Data Security
Soundboard cares about the integrity and security of your personal information. We implement industry-standard security measures to protect your financial data, including tax return information, and maintain confidentiality in accordance with IRS requirements for tax return preparers. For more information about how we collect, use, and protect your personal information, please review our Privacy Policy.You are responsible for maintaining and protecting your account credentials (username and password) in connection with the Services. You must keep your credentials secure and never disclose them to a third party. You should immediately notify Soundboard of any unauthorized use of your credentials or if your account has been compromised.By accepting these Terms, you understand that no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or the security measures of our Suppliers or Third-Party Tax Preparers. You acknowledge that you provide your personal information at your own risk. If you discover that someone is using your credentials without your consent, or you discover any other breach of security, you agree to notify Soundboard immediately at [email protected].2.7 Feedback
If you provide feedback, ideas, requests, recommendations or suggestions about the Services (collectively, “Feedback”), then we may use that information without obligation to you, and you grant Soundboard a non- exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.2.8 California Consumer Privacy Act and Virginia Consumer Data Protection Act
The following terms apply to the extent and while you are subject to the CCPA or VCDPA and Soundboard processes personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) as part of Customer Data (“Personally Identifiable Customer Data”): Soundboard agrees that it shall not: (a) sell or share any Personally Identifiable Customer Data; (b) retain, use, or disclose Personally Identifiable Customer Data outside the purposes specified in these Terms or our direct business relationship with you, or (c) combine Personally Identifiable Customer Data with personal data obtained from other sources as prohibited by the CCPA, except, with respect to (b) and (c), as may be otherwise permitted under the CCPA. As used in this clause, the terms “sell” and “share” have the meaning given to them in the CCPA. Each of Soundboard and you acknowledges and agrees that: (i) the Personally Identifiable Customer Data is disclosed to Soundboard only for the limited and specified purpose of Soundboard’s performance of obligations and exercise of rights under these Terms, as described herein and in the Soundboard Privacy Policy; (ii) with respect to Personally Identifiable Customer Data, Soundboard will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA, as applicable; (iii) you have the right to take reasonable and appropriate steps to help ensure that Soundboard uses the Personally Identifiable Customer Data in a manner consistent with Soundboard’s obligations under the CCPA or VCDPA, as applicable, and these Terms; (iv) Soundboard must notify you if Soundboard determines that it can no longer meet its obligations under the CCPA and these Terms; (v) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Customer Data; and (vi) you shall comply with your obligations as a business or controller under the CCPA and/or VCDPA, as applicable. As used in this clause, the term “business” has the meaning given to it in the CCPA and “controller” has the meaning given to it in the VCDPA.2.9 Privacy Policy
We care about your privacy. By using the Service, you acknowledge that you have read and understood our Privacy Policy, which explains how your personal information is collected, used, disclosed, and otherwise processed by Soundboard. You also understand and acknowledge that your personal information is collected, used, transferred to, and processed in the United States.You can find our Privacy Policy here: https://joinsoundboard.com/userTerms/privacyPolicy2.10 Consent for Use of Tax Return Information
By using Soundboard's services, you consent to our use and sharing of your tax return information as described in our Privacy Policy, including:(a) sharing with US-based, licensed professional third-party tax preparers for the purpose of assigning an appropriate tax preparer to you;(b) providing you with personalized tax insights, recommendations, and hypothetical scenarios based on your tax information to help you understand potential tax implications and opportunities. These insights are provided for informational and educational purposes only and do not constitute professional tax advice. Tax insights are based on the information available to Soundboard at the time and may not account for all relevant facts or recent changes in tax law. You are solely responsible for evaluating the applicability of any insights to your specific situation and for any decisions or actions you take based on these insights. Soundboard makes no representations or warranties regarding the accuracy, completeness, or suitability of tax insights for your particular circumstances; and(c) using de-identified tax return information (removing personal identifiers such as Social Security Numbers and Employer Identification Numbers) to improve and develop our Services.For more information regarding the use of your personal information and tax return information, please refer to our Privacy Policy. You may opt out of use (c) by contacting [email protected] within 30 days of account creation.3. Confidentiality
3.1 Confidential Information defined
“Confidential Information” means information of one party (or its affiliates) disclosed to the other party (“recipient”) pursuant to these Terms that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that (i) is known to the recipient without a confidentiality obligation prior to its disclosure to the recipient, (ii) is independently developed by the recipient without use of the other party's Confidential Information, (iii) is rightfully shared with the recipient by a third party without confidentiality obligations, or (iv) was or becomes publicly known through no fault of the recipient.3.2 Non-use and non-disclosure obligations
Subject to Sections 3.3 and 3.5, the recipient will (a) use the other party's Confidential Information only to exercise rights and fulfill obligations under these Terms, and (b) use reasonable care to protect against unauthorized disclosure of the other party's Confidential Information to any parties other than the recipient or the recipient's delegates who need to know it and who have a legal obligation to keep it confidential. The recipient agrees to ensure that its delegates are subject to the same or substantially similar non-disclosure and non-use obligations.3.3 Permitted disclosure of Confidential Information
3.3.1 General
Regardless of any other provision in the Agreement, the recipient or its Affiliates may disclose the other party's Confidential Information (a) in accordance with a Legal Process, subject to Section 3.3.2 (Legal Process notification); (b) with the other party's written consent; or (c) in connection with performing its obligations and/or enforcing its rights under these Terms.3.3.2 Legal Process notification
The recipient will use commercially reasonable efforts to notify the other party before disclosing that party's Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is legally prohibited from giving notice.3.3.3 Opposition
The recipient and its Affiliates will comply, at the expense of the other party, with the other party's reasonable requests to oppose disclosure of its Confidential Information pursuant to Legal Process.3.3.4 Expenses of Production
If (a) you request that we, or (b) we are required by law or Legal Process in a proceeding or investigation to which we are not a named party to, produce documents or personnel as witnesses, or to otherwise make information relating to the Services available to a third party, you agree to reimburse us for our professional time, at our then- current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.3.4 Injunctive Relief
The parties agree that a breach of the recipient’s confidentiality obligations in this Section 3 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other party may seek injunctive relief for any threatened or actual breach of Section 3 without the need to prove damages or post a bond or other surety.3.5 Third-Party Infrastructure
The Services, Our Technology and Internal Software operate over the internet via networks only part of which are within our control. Our obligations in Section 3.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Customer Data or other Confidential Information on a network or infrastructure outside of our control.4. Fees and Payment
4.1 Subscription Fees and Tiers
Generally, we provide the Services to you at the rates and for the fees (collectively, the “Fees”) which are communicated to you in the course of your registration for, and/or use of the Services. These may include one- time Fees and may include ongoing fees for providing the Services. Generally, we charge our Fees prior to the performance of any Services, and charge for any expenses in arrears.We offer several tiers for our Services. The tiers (and associated fees) are based on certain facts about your business. You agree to provide us with complete and accurate information so we can determine the applicable subscription tier for you. If the information is not complete or accurate, materially changes, or you request an expanded or different scope, we may alter your subscription fees to corresponds to the revised information or your request and reserve the right to terminate the affected Services or these Terms without liability if we are unable to reach an agreement with you on the revised subscription.4.2 Fee updates and scope updates
From time to time, we may update our prices for the Services, or, as our Services evolve, we may change the scope of our Services. If we increase your subscription fees and/or materially change the scope of subscription Services we provide to you, we will provide you with advance written notice of such increase or change at least 30 days prior to your next payment. If you do not terminate your subscription within such 30-day period, you agree that your continued use of the Services constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with the payment terms set forth in these Terms.4.3 Payment Information and Failure to Pay
Soundboard collects payment for fees payable under these Terms via Credit Card or ACH transfer. Payment information will be requested at the onset of a new subscription. Your payment method will be charged in accordance with our Automatic Renewal terms as described below in Section 5.2.In the event you fail to make any payment, Soundboard will provide you with seven (7) days to cure such failure, otherwise Soundboard may terminate these Terms with or without notice. Soundboard may charge the payment method (e.g., credit card or debit card) you provided to in connection with such ongoing fees. If Soundboard collects fees for services provided by Third-Party Service Providers, our sole role outside of the introduction may be to collect and remit fees to these Service Providers. For the sake of clarity, Soundboard does not remit income or payroll taxes or hold money on behalf of the client.4.4 Refunds
Soundboard collects payment for fees payable under these Terms via Credit Card or ACH transfer. Payment information will be requested at the onset of a new subscription. Your payment method will be charged in accordance with our Automatic Renewal terms as described below in Section 5.2.Generally, all Fees are non-refundable, including if you terminate your subscription prior to the end of your subscription term. Soundboard may, in its sole discretion, offer a refund for a portion or all of the Fees paid based on the circumstances of the request. Examples of when a refund may be issued include but are not limited to:- Terminating your subscription, in accordance with these Terms, prior to any work being completed, regardless of whether or not it has been delivered to you.- Terminating your subscription, in accordance with these Terms, if you have paid in advance for a full year worth of Services, but the termination occurs in the middle of the Term. Soundboard may, but is not obligated to, issue a refund of the proportion of the year where the Services were not delivered.Generally, if the work has been delivered, Fees will not be refunded.
4.5 Taxes and Fees
Soundboard Fees are exclusive of taxes. If applicable, the Customer is responsible for taxes as part of their subscription.4.6 Discounts and Other Promotions
Any discount or other promotion must be used within the specified time of the trial. At the end of the trial period, your discount or other promotion will expire, and no further discounts or promotional benefits will be provided.4.7 Referral Programs
Soundboard may, from time to time, offer certain referral incentive programs. Please reach out to us via email at [email protected] for more information.5. Term and Termination
5.1 Initial Term and Billing Cycle
If you choose to engage us for our Services, these Terms becomes effective on the date you create your Soundboard account or use our website ("Effective Date"). Your initial subscription term begins on this date and continues until the end of the current month ("Initial Term").Billing occurs as follows:- The first payment is due on the Effective Date and covers services for the current month.
- Starting in the second month, you will be billed on the 1st of each month for services to be provided during that month.For example, if you sign up on July 15th:
- You will pay on July 15th for services from July 1st to July 31st (i.e. the July Books which will be delivered in August)
- On August 1st, you'll be billed for the month of August (i.e. the August Books which will be delivered in September)
- This cycle continues with billing on the 1st of each subsequent month
5.2 Automatic Renewal
You agree that the ongoing subscription will be automatically collected each month unless either party provides written notice of non-renewal. There may not be any reminders when your account will renew. To continue your subscription, no action is required on your end. Your subscription will automatically renew, and your payment method on file will be processed for the next term. By agreeing to these Terms of Use, you are agreeing to recurring automatic billing.If we do not have a current payment on file, your subscription will expire, and the Services will not be performed until outstanding payments are made. If this is the case, you will be contacted by a member of the Soundboard team to update your payment information and continue the subscription. As soon as payment is made, the Services will resume.5.3 Termination / Non-Renewal
Either party may terminate the Agreement if the other party has materially breached the Agreement upon written notice to the breaching party of the breach and an opportunity to cure of at least 30 days.We may withdraw from providing any or all of the Services at any time by providing notice of termination of the Agreement or specific Services to you via the email address we have on file. In the event we terminate the Agreement or any Services for any reason other than a breach of the Agreement by you, we will give a refund of prepaid fees for unelapsed months of the terminated Services. For the avoidance of doubt, you agree that we will not be obligated to issue a refund if our withdrawal is caused by your breach of the Agreement, including your failure to pay any fees when due or to timely provide information, systems access, or input that we have reasonably requested for the provision of the Services.You may stop using the Services at any time without cause, however we will not be obligated to provide a refund of any prepaid subscription fees.5.4 Effect of Termination
In the event your subscription to our Services ends, we will be available to transfer to you the "primary administrator" status for the QuickBooks Online account that was maintained for you by Soundboard, so that you can elect to maintain the subscription with Intuit or export your data.After termination of the Agreement or any specific Services, any support or information production related to the terminated Services shall be at our sole discretion. We do not guarantee the availability of any documents or information after such termination. You agree that it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies.5.5 Survival
Sections 2.2, 2.3, 2.4, 2.5, 2.6, 5.4, 5.5, 7, 8, 9, and 10 will survive the termination or expiration of the Agreement. Sections 3 will survive for three years after termination or expiration of the Agreement, and Section 6 will survive for the period set forth therein.6. Non-Solicitation
We incur recruiting, training, education and other non-recoverable costs for the personnel assigned to provide the Services to you. We are willing to incur such costs in reliance on your promises in this Section. You agree not to solicit for hire, directly or indirectly, on behalf of yourself or for any third party, any then-current employee or sub- contractor of ours who has been made known to you in connection with the Services (“Covered Personnel”) during the term of these Terms and for one (1) year (365 days) thereafter. This Section does not prohibit you from soliciting or hiring any individual as a result of a general employment advertisement not specifically directed at Covered Personnel.7. Disclaimer of Warranties; Limitation of Liability
We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure or error-free.We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties, or conditions of any kind, either express or implied.In no case shall Soundboard, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.Some states and jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall Soundboard's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) exceed the amount that you have actually paid to Soundboard for the Services in the past twelve (12) months, or one thousand dollars ($1,000.00), whichever is greater.8. Indemnification
You agree to indemnify, defend and hold harmless Soundboard and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of these Terms of Use or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.9. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
9.1 Governing Law
You agree that: (a) the Service will be deemed solely based in Delaware; and (b) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you reside or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our Intellectual Property Rights or other proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.9.2 Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SOUNDBOARD.This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Soundboard that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Soundboard, directly or indirectly, as a consumer (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Soundboard at [email protected] with your full, legal name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.For any Claim, you agree to first contact us at [email protected] and to attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association ("AAA") before a single arbitrator (the "Arbitrator"), under the Expedited Procedures then in effect for AAA (the "Rules"), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in Boston, Massachusetts, unless you and Soundboard agree otherwise. You acknowledge and understand that either (i) each of you and us will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses, or (ii) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys' fees, and your reasonable costs for expert and other witnesses; and you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Soundboard agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.Nothing in this Arbitration Agreement will be deemed as: preventing Soundboard from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, or other proprietary rights; or preventing you from asserting claims in small claims court, provided that your claims qualify, and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.9.3 Class Action Waiver
REGARDLESS OF THE TYPE OF USER YOU ARE, INCLUDING WHETHER YOU ARE A NATURAL PERSON OR AN ENTITY, ANY CLAIM MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND SOUNDBOARD AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND SOUNDBOARD FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SOUNDBOARD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.10. Miscellaneous
10.1 Changes to Terms of Use
As a reminder, you can review the most current version of the Terms of Use at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Use by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.10.2 Entire Agreement
The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.These Terms of Use and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.10.3 Electronic notices
We will communicate with you via the email associated with your account or the Services' user interface. It is your responsibility to keep your Services account email address up to date so that you are able to receive electronic communications from us.10.4 Severability
In the event that any provision of these Terms of Use is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.10.5 No Publicity
Neither party shall make any public statement about these Terms or the relationship of the parties governed by these Terms that identifies the other party without the other party's prior written consent, except that while you are a customer, we may use your name / logo in customer lists on an equal footing with other customers.11. Contact Information
Questions about the Terms of Use should be sent via email to [email protected] [email protected]
