Terms of Service

1. Notice.

   These terms and conditions (this “Agreement”) constitute a contract by and between you and CPATAXPARTNERS.COM. CPATaxPartners provides users with access to a wide variety of information, products and services related to tax preparation, tax planning, bookkeeping and business planning via our website currently located at www.CPATAXPARTNERS.COM (the “Site”). This Agreement governs your use of the Site. It is your responsibility to carefully read, review and fully understand the terms and conditions of this Agreement. You agree and acknowledge that we are willing to provide you with access to the Site on the sole condition that you fully accept all of the terms and conditions contained herein.

2. Cancellations.

   Many of our products and services are available on a subscription basis, which you may cancel at any time. In order to minimize any confusion, we can accept cancellations in writing ONLY. You can cancel by written notice to us by e-mail cpataxpartners@gmail.com or by FAX 516-783-1720 or by sending us a letter at the address listed below. Cancellation will become effective as of the next monthly billing cycle following receipt. If you have purchased a service that requires your participation, such as filing income tax returns or filing documents to establish a corporation, once our service is correctly provided to you, you cannot cancel that previously provided service, even if you decide not to participate further.

3. Refunds.

   Monthly fees are non-refundable prior to cancellation, and are NOT pro-rated for partial months. All refunds will be made using the same form of payment you used to pay the fees: if you paid via credit card, any refund will be credited to you in the next monthly billing cycle following receipt of your cancellation notice. If you have paid any fees, but you have not yet activated your subscription, you will be entitled to receive a full refund of the first month’s charges. If you have activated the Services, you acknowledge that we will retain the first month’s charges. We may terminate all or part of your subscription with immediate effect and you will not be entitled to a refund, by giving written notice to you if you commit a material breach of any provision of this Agreement, or a series of breaches of this Agreement which when taken together amount to a material breach of this Agreement, provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so.

   Supplemental Agreements. To the extent that you elect to purchase any goods or services from third parties (which may be combined with our offerings) or if you use any of our information, products or services, or participate in or contribute to the “User Content” (as such term is defined below), you are subject to and agree to be bound by any applicable agreements (the “Supplemental Agreements”), as well as any guidelines or rules applicable to such information, products or services, all of which are hereby incorporated into this Agreement by reference.

User privacy is an important concern for us. Accordingly, we strive to protect the personal and confidential information of those who use the Site and any of our products or services. Different privacy policies (each, a “Privacy Policy”, and, collectively, the “Privacy Policies”) may apply depending on the particular product or service that you are using.

Each of the CPATaxPartners Privacy Policies is hereby expressly incorporated into this Agreement by reference.

You are not permitted to use the Site, any of our products or services, or contribute to the User Content if you are under the age of 18.

CPATaxPartners provides users with tax planning, tax preparation, tax consultation, bookkeeping and business planning services through the use of the Site. Your purchase receipt provides the products or services of which you are entitled. These products and services may be available only in certain jurisdictions and are void where prohibited by law. Your eligibility for any of our particular products and services is subject to our final acceptance and approval. To use and access the Site, you will need access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are responsible for providing all equipment necessary to make such connection to the World Wide Web. Access to the Site and certain services may be limited or delayed based on problems inherent in the use of the Internet and electronic communications and you agree that we are not responsible for delays, deletion of data, timeliness of services, or the failure to store any of your data or personalization settings. WE ALSO MAKE NO REPRESENTATIONS, WARRANTIES OR ASSURANCES AS TO THE AVAILABILITY OF THE SITE AS THE SITE MAY BE LIMITED OR UNAVAILABLE FOR REASONS SUCH AS TELECOMMUNICATIONS FAILURE, HARDWARE FAILURE, SOFTWARE FAILURE OR ANY OTHER REASON NOT WITHIN CPATAXPARTNERS’ CONTROL.

You acknowledge that some of our services are dependent on your cooperation. It is your responsibility to provide us with complete and accurate information in order to properly and adequately provide you with any of our services and it is your responsibility to verify the completeness and accuracy of information submitted for tax preparation services including, but not limited to, W-2, 1099 and other supporting tax documents imported from any financial institutions. If you choose to electronically import tax documents such as W-2 and 1009’s from a financial institution directly into our tax software, it is your responsibility to verify the accuracy of such tax information and to verify the accuracy of your tax returns prior to filing.

Some of the tasks you would like us to help you with not only require your participation, but also require you to file documents with state government agencies or others. You, and not CPATaxPartners, will be responsible for all filing and other third-party fees.

Through the use of the Site, we are not providing investment advice or legal advice, and the material on the Sites should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities from us.

As a condition of your use of the Site, you warrant to us that you will not use, or permit any third party to use, the Site for any purpose that is unlawful or prohibited by these terms and conditions. Any violation of these terms will result in automatic termination of your permission to use the Site. You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Site to human perceivable form or create derivative works based upon the Site or any part thereof; (b) disable any licensing or control features of the Site; (c) merge the Site or User Content (as defined below) with another program or create derivative works based on the Site or the User Content; (d) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Site or User Content; (e) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the User Content or access to the Site to others; (f) use, or allow the use of, the Site or the User Content in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; or (g) otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Site. Except as expressly provided herein, CPATaxPartners and the third parties reserve all rights with respect to the Site, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations.

Any comments, questions or other communications posted to our blog (the "User Content") shall not use (nor cause any third party to use) the Site or information provided through the Site to perform any illegal or immoral activities or any of the following types of activities, without limitation:

1. disseminating libelous, harmful, vulgar, pornographic, obscene, violent, offensive or otherwise objectionable material; b. promoting racism, prejudice, bigotry, hatred or physical harm of any kind against any individual, group or individual; c. harassment, stalking, threatening any individual or group of individuals; d. promoting illegal activities or provide instructional information about illegal activities, such as making or buying illegal weapons or violating someone's privacy; e. using any computer code, data mining software, "robot," "bot," "spider," "scraper" or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on the Site or accessed through the Site; f. transmitting information that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; g. transmitting any material that contains software viruses, trojan horses, worms, time bombs, cancelbots, or any other computer code, files, or programs which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; h. impersonating anyone or any entity, falsely stating or otherwise misrepresenting your affiliation with a person or entity; i. advertising or posting any commercial content; j. interfering with or disrupting the Site; k. disrupting the activities or enjoyment of the Sites for other users; or l. collecting, or storing personal data about other users.

   As a condition of your use of the Site, you further to abide by all applicable local, state and federal laws and regulations and are solely responsible for all User Content you create, contribute and post to the Site. As further described in our Blogging Policy [LINK] by posting content or comments on our blog, you represent and warrant that you either own or control all of the rights to that content, and such content does not violate this Agreement. You acknowledge that we do not endorse User Content and that such User Content should not be considered to have been reviewed, screened or approved by us. You should exercise discretion before relying on User Content, and you agree to evaluate and assume all risks associated therewith. Without limiting the foregoing, we will not be liable for the collection, use or disclosure of any personal information by a third party. We reserve the right to, in our sole discretion, remove any User Content from the Site at any time and for any or no reason. You agree that we will not be liable to you or any third party for any deletion of any User Content on the Site. You acknowledge that we may preserve and disclose User Content if required to do so by law or if necessary to enforce this Agreement, respond to a claim that User Content violates any third party's rights.

Except as otherwise provided in this Agreement, we grant you a personal, limited, revocable, non- transferable and non-exclusive license to display on your computer, print, download and use screen content that is made available to you on the Site, solely as necessary to receive the products and services provided on the Site, provided you display the associated copyright notice on all such content. No other use is permitted. You may not modify or create a derivative work of any such content nor may you include such content on another website or with any product or service that you create or distribute. It is further prohibited that you reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of this Site.

You also may not direct any other person to do any of the foregoing. Access of the Site by any means other than through a commercially available Web browser is prohibited.

We grant you a personal, limited, revocable, nontransferable and nonexclusive right to create a hyperlink to the home page of the Site so long as (i) the link or your linking Web site does not portray us or any of our products or services in a false, misleading, derogatory, or otherwise offensive matter; and (ii) your linking Web site complies with all applicable law and does not otherwise violate this Agreement or the rights of others. You may not use any of our logos or other proprietary graphic or trademarks as part of the link without our express written permission.

We may revoke these licenses at any time, with or without cause.

The trade names, trademarks and logos used on the Site are CPATaxPartners’ trademarks, service marks, trade dress ("Trademarks") and these Trademarks are protected under United States and international law. All text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, and all other content on the Site, is also property of CPATaxPartners or its licensors and is also protected by United States and international copyright laws. The Trademarks and the associated products and services and their display on and availability through the Site does not convey or create any license or other rights in these Trademarks. You may not use any meta tags or any other hidden text using the Trademarks. Unauthorized copying, reverse engineering, redistribution, reproduction, publication or modification of Site content by any person without our prior written authorization is strictly prohibited and may be a violation of federal or common law, trademark, patent and copyright laws. You are also strictly prohibited from using content from the Site on any other web site, from creating works or materials that derive from or are based on the Site content, regardless of the intended use of the derivative materials.

The content on the Site is subject to change and we reserve the right to modify, suspend or discontinue the Site, temporarily or permanently, at any time, for any reason and without notice. You agree that we are not liable to you or to any third party for any modification, suspension or discontinuance of the Site.

You agree that all information submitted to CPATaxPartners for registration and will be accurate, current and complete. In consideration of your use of the Site and our products and services, you agree to provide us with truthful, accurate, current and complete. It is each individual user’s responsibility to remember and protect such password and not to disclose it to any other person. Remember to choose a strong password, including numbers, capital letters, special characters, etc., and is not typically found in a dictionary. If we suspect that any information submitted to us is untrue, inaccurate, incomplete or not current, we have the right to suspend or terminate your account and all future use of the Site. You further acknowledge that CPATaxPartners reserves the right to refuse or terminate service to you for any reason no reason, including without limitation, any violation of this Agreement.

The use of our online product services may require registration or Client Account set up and upon completing registration, CPATaxPartners may supply you with a user name and password. You are responsible for maintaining the confidentiality and security of the user name and password and for ensuring that you are properly closed out of your account after each session. You acknowledge that you are fully responsible for all activities that occur under your online account, and you agree to immediately notify us of any unauthorized use of your password or account, or any other breach of security of which you are aware. We are not responsible for any loss or damage resulting from your failure to comply with the obligations provided in this section.

This Site may provide certain social media features that enable you to:

1. Send e-mails or other communications with certain content, or links to certain content, on this Site. o Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.

2. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not establish a link from any website that is not owned by you. o Cause the Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

3. Link to any part of the Site other than the homepage. o Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of this Agreement. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Your acknowledge that any business dealings with, or participation in promotions of, advertisers or third parties found on or through our Site, are solely between you and such parties and we are not be responsible for any losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind that you incur as a result of any such dealings. You further agree to indemnify us from any claims asserted against us as a result of any such dealings.

The Site may display links or references to third party sites, the content of which CPATaxPartners makes no assurances or warranties. The presence of a link does not imply an endorsement of the linked site, its operator, or its contents, or that CPATaxPartners is in any way affiliated with the linked site. The Site does not incorporate any materials appearing in such linked sites by reference. We make no representations with respect to the content on such sites and disclaim any opinions expressed on these sites. We are not responsible for the content on any of these third party sites and shall not be liable for damages or injury incurred by you as a result of any use or reliance on content or information contained in these third party sites. CPATaxPartners reserves the right to terminate a link to a third party web site at any time. The third party sites are not controlled by CPATaxPartners, and may have different terms of use and privacy policies, which CPATaxPartners encourages you to review.

EXCEPT AS PROVIDED HEREIN AND TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES FOR PRODUCTS AND SERVICES OFFERED ON THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL STATUTORY WARRANTIES, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF ACCURACY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITE IS DONE SO AT YOUR OWN RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA WHICH OCCURS AS A RESULT OF DOWNLOADING OR OBTAINING ANY MATERIAL FROM THE SITE.

Except as expressly provided in this Agreement, we are not responsible for the timeliness, sequence, quality, accuracy, content, completeness, legality, reliability, operability or availability of information or material contained on the Site. You understand and agree that CPATaxPartners is not a law firm and it is in no way providing legal advice of any kind and communications with representatives of CPATaxPartners may not be privileged. Any and all content and information on the Site or communications sent to you via the Site or otherwise received from us is provided only for informational purposes and not to provide legal, investment, tax or accounting advice. Please consult with a CPATaxPartners or other qualified professional on your specific situation.

IRS Circular 230 Notice. Nothing in our communications with you (including, but not limited to, any emails, web site content, attachments, enclosures or other accompanying materials) relating to any federal tax transaction or matter are considered to be "covered opinions" as described in Circular 230.

EXCEPT AS EXPRESSLY PROVIDED HEREIN OR AS PROHIBITED BY LAW, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS OF ANY KIND ARISING IN CONNECTION WITH YOUR USE OF THE SITE OR ARISING OUT OF COMMUNICATIONS FROM US INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS AND LOST OPPORTUNITIES. IF THERE IS LIABILITY FOUND ON THE PART OF CPATAXPARTNERS, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

EXCEPT AS EXPRESSLY PROVIDED HEREIN OR AS PROHIBITED BY LAW, YOU AGREE TO HOLD CPATAXPARTNERS AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT ARISING OUT OF YOUR VIOLATION OF THIS AGREEMENT OR OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF CPATAXPARTNERS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on the Site should be sent ONLY to our Designated Agent. 57630702.1 - 8 -

BE ADVISED THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

Written notification must be submitted to the following:

CPATaxPartners, 2001 Grove Street, Wantagh, New York, 11793.

Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on the Site should be sent ONLY to our Designated Agent. 57630702.1 - 8 -

1. An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest; b. Identification of the copyrighted work (or works) that you claim has been infringed; c. A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the web site where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.); d. A clear description of where the infringing material is located on our Web site, including as applicable its URL, so that we can locate the material; e. Your name, address, telephone number, and e-mail address; f. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and g. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Excluding claims for injunctive or other equitable relief, for claims related to the Site, including any goods or services purchased through the Site, any dispute or controversy arising out of or relating to this Agreement, including without limitation, any and all disputes, claims (whether in tort, contract, statutory or otherwise) or disagreements concerning the existence, breach, interpretation, application or termination of this Agreement shall be resolved by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect. There shall be no right or authority for any claims to be arbitrated on a class action basis. The arbitration shall take place in New York, New York or at the option of the party seeking relief, online, by telephone, online, or via written submissions alone, and be administered by JAMS. The arbitral tribunal (“Tribunal”) shall be composed of one arbitrator, who shall be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of an arbitration hereunder, JAMS shall appoint the arbitrator. The arbitration shall be conducted in the English language. The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this Section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.

1. Applicable Law and Venue. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to conflicts of law or choice of law principles. Any proceeding arising between the parties in any manner pertaining to this Agreement shall be held in Nassau County, New York.

2. Entire Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions, and understandings between the parties hereto, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, relating to the subject matter contained herein.

3. Modifications. You may not modify or amend this Agreement in whole or in part without the prior written consent of one of our authorized representatives. We may replace or modify this Agreement at any time by posting new terms of service to the Site. You are responsible for checking the terms of service periodically for changes and your use of the Site, or any products or services provided through the Site, will be subject to the terms of service in force at the time of such use.

4. No Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver. Our failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

5. Severability. If any provision of this Agreement, or the application thereof to any person or circumstance shall, for any reason or to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.

6. Successors and Assigns. This Agreement and any amendments thereto shall inure to our benefit and to the benefit of our successors and assigns. We reserve the right to assign our rights and duties under this Agreement to any party at any time without notice to you. Any and all references in this Agreement to us shall include our parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents.

7. Headings. The headings contained herein are for convenience only and shall have no legal or interpretive effect.

8. Site Controlled from United States. This Site is controlled from offices within the United States. CPATaxPartners makes no representation that content or materials in this Site are appropriate or available for use in other jurisdictions. Access to this Site content or materials from jurisdictions where such access is illegal is strictly prohibited. If you choose to access this Site from other jurisdictions, you do so at your own risk. You are always responsible for your compliance with applicable laws.

9. Not Authorized to Do Business In Every Jurisdiction. CPATaxPartners is not authorized to do business in every jurisdiction. Information published on this Site may contain references or cross- references to goods or services that are not available in your state or country.

Contact us for further information, or inquiries about this Agreement.