Terms of Service
Date of Last Revision: September 17, 2020
Welcome to Picnic Tax
Picnic Tax, Inc., together with its affiliates (“Picnic Tax,” “we,” “us,” “our”) provides its services (described below) to our service visitors, including taxpayers, tax advisers and preparers through its website located at www.PicnicTax.com (the “Site”) and through any mobile or similar applications it may have at such time and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”).
When specifically regarding the taxpayers or service users seeking services from Tax Adviser Users via the Site in accordance with these Terms of Service, each such person will be defined as the “Users”.
When specifically regarding the third-party tax professionals who seek to provide professional tax services to Users via the Site in accordance with these Terms of Service, each such person will be defined as a “Tax Adviser User”.
The terms “you”, “your”, and “All Users” shall refer to the Users and Tax Adviser Users all together or, as applicable, to any User and Tax Adviser User as an individual.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also attempt to notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PICNIC TAX ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Access and Use of the Service
Services Description. The Service is designed to help match Users with Tax Adviser Users. Such Tax Adviser Users may be Certified Public Accountants or have other tax advising qualifications and certifications as further described and/or required by these Terms of Service.
Password Security. You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Us if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve the Services. You agree to receive these updates. You agree to take reasonable security precautions to protect any passwords and user identifications associated with your use of the Picnic Tax Site. These precautions shall be at least as great as the precautions that you take to protect your online financial accounts, but in no event less than reasonable and prudent care. You will notify Us immediately of any unauthorized use of your user identification/name, your password or the Picnic Tax Site or any other security breach of which you are aware. It is your sole responsibility to keep your account number, ID/user name, password and other sensitive information confidential. You understand and agree that you are solely responsible for all computer password, data, file and network security, including but not limited to, an active firewall on your computer and/or network connection, anti-virus software and anti-spyware software, necessary to secure and protect any proprietary or confidential information that you provide, store, submit, transmit or disclose directly or indirectly with your use of the Picnic Tax Site. You are the only person authorized to use your password and for maintaining its confidentiality. You shall not permit or allow other persons to have access to or use your password.
Modifications to Service. . Picnic Tax reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Picnic Tax will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage.. You acknowledge that Picnic Tax may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Picnic Tax’s servers on your behalf. You agree that Picnic Tax has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Picnic Tax reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Picnic Tax reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services. The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Picnic Tax and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us (certain messaging rates may apply, please contact your carrier with any questions regarding such charges). In the event you change or deactivate your mobile telephone number, you agree to promptly update your Picnic Tax account information to ensure that your messages are not sent to the person that acquires your old number.
Client Communications.You consent to Picnic Tax effecting delivery of required regulatory disclosures by means of email or posting clearly on the Picnic Tax website. You may revoke this consent at any time by so notifying Picnic Tax in writing.
Conditions of Use
User Conduct. . You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (“upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Picnic Tax. Picnic Tax reserves the right to investigate and take appropriate legal action against anyone who, in Picnic Tax’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
- email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Picnic Tax, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Picnic Tax or its Users to any harm or liability of any type;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other Users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
Intellectual Property Rights
Service Content, Software and Trademarks. You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Picnic Tax, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Picnic Tax from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Picnic Tax, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Picnic Tax.
The Picnic Tax name and logos are trademarks and service marks of Picnic Tax (collectively the “Picnic Tax Trademarks”). Other Picnic Tax, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Picnic Tax. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Picnic Tax Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Picnic Tax Trademarks will inure to our exclusive benefit.
Third Party Material. Under no circumstances will Picnic Tax be liable in any way for any content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Picnic Tax does not pre-screen content, but that Picnic Tax and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Picnic Tax and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Picnic Tax, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
Profile Information. Tax Adviser Users may be asked to upload information in connection with the registration process including, without limitation, name, background, education, professional certifications, photographs, reviews, and other relevant profile or personal identification information (together, “Profile Information”). All Profile Information shall constitute User Content and be subject to the license set forth above. Without limiting the foregoing, Tax Adviser User agrees that Picnic Tax may publish the Profile Information online and may otherwise use, reproduce, modify, display and publish all or any portion of the Profile Information in connection with the Services.
Feedback. You acknowledge and agree that any suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Picnic Tax are non-confidential and Picnic Tax will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Preservation. You acknowledge and agree that Picnic Tax may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, rules, regulations or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Picnic Tax, its Users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You also acknowledge and agree that Tax Adviser Users may retain and preserve content as required by laws, rules, regulations or bona fide document retention policies.
Password Security. You will manage Your passwords and accept updates. You are responsible for securely managing Your password(s) for the Services and to contact Us if You become aware of any unauthorized access to Your account. The Services may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve the Services. You agree to receive these updates. You agree to take reasonable security precautions to protect any passwords and user identifications associated with Your use of the Picnic Tax Site. These precautions shall be at least as great as the precautions that You take to protect Your online financial accounts, but in no event less than reasonable and prudent care. You will notify Us immediately of any unauthorized use of Your user identification/name, Your password or the Picnic Tax Site or any other security breach of which You are aware. It is Your sole responsibility to keep Your account number, ID/user name, password and other sensitive information confidential. You understand and agree that You are solely responsible for all computer password, data, file and network security, including but not limited to, an active firewall on Your computer and/or network connection, anti-virus software and anti-spyware software, necessary to secure and protect any proprietary or confidential information that You provide, store, submit, transmit or disclose directly or indirectly with Your use of the Picnic Tax Site. You are the only person authorized to use Your password and for maintaining its confidentiality. You shall not permit or allow other persons to have access to or use Your password.
Third Party Websites
The Service may provide, or third parties may utilize or provide functionality, content, links or other access to other sites and resources from other third parties on the Internet. Picnic Tax has no control over such sites and resources and Picnic Tax is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Picnic Tax will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Picnic Tax is not liable for any loss or claim that you may have against any such third party.
Additional Third-Party Software Licensing Terms. The Site may contain third-party software components which are governed by and subject to commercial terms and licenses as provided below. You must comply with any such commercial terms and licenses with regard to these separate third-party software components. Picnic Tax makes no warranty concerning these third-party software components.
Social Networking Services
In addition, Picnic Tax is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Picnic Tax is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Picnic Tax enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
No Professional Advice
UNLESS EXPRESSLY STATED IN WRITING IN A SEPARATE AGREEMENT BETWEEN PICNIC TAX AND YOU, PICNIC TAX DOES NOT PROVIDE LEGAL, FINANCIAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICES OR ADVICE. If we provide you with written business or tax advice, the Services in no way constitute and are not a replacement for personal professional tax or business advice tailored to your specific needs.
Picnic Tax Does Not Guarantee Results. From time to time, Users may have the opportunity to submit reviews of Tax Adviser Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. Picnic Tax will have no responsibility or liability of any kind for any User Content or legal advice you encounter on or through the Site, and any use or reliance on User Content or legal or tax advice is solely at your own risk.
Tax Adviser Users
Tax Adviser Users are independent professionals who offer to perform tax advising and preparation services for Users on this Site (the “Tax Adviser Services”), who are third-party, independent-contractors, who are (i) licensed, certified public accountants, (ii) attorneys, or (iii) a federally-authorized tax practitioner who is verified to have satisfied the then-current requirements of an “enrolled agent” as defined in “Regulations Governing Practice before the Internal Revenue Service,” Treasury Department Circular No. 230, Title 31 Code of Federal Regulations, Subtitle A, Subpart 10, as amended from time to time, who have been accepted by Picnic Tax to utilize the Site and Service and continue to abide by the terms, practices, and regulations to utilize the Site and Service. They are not employees of Picnic Tax.
Tax Adviser Users may be required to register with Picnic Tax or the Site, agree to additional terms of service of Picnic Tax, and go through a vetting process at the request of Picnic Tax to set up their account with Picnic Tax.
TAX ADVISER USERS ARE INDEPENDENT CONTRACTORS ENGAGING WITH THE USERS VIA THE SITE AND ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF PICNIC TAX. PICNIC TAX DOES NOT PERFORM TAX ADVISING AND PREPARATION SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM TAX ADVISING AND PREPARATION SERVICES. USERS HEREBY ACKNOWLEDGE THAT PICNIC TAX DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A TAX ADVISER’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE TAX ADVISER SERVICES PERFORMED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. EACH TAX ADVISER USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH TAX ADVISER USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES.
Picnic Tax is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, pension plan, social security, disability insurance or any other applicable federal or state withholdings in connection with All Users’ use of the Site. Tax Adviser Users acknowledge and confirm that they are responsible for exercising their own business judgment in accepting Jobs and performing Tax Adviser Services and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.
The Site only enables connections between Users and Tax Adviser Users for the fulfillment of Tax Adviser Services. Picnic Tax is not responsible for the performance or communications of All Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Tax Adviser Services or All Users, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of All Users, or of any ratings provided by All Users with respect to each other (as applicable). Picnic Tax makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Tax Adviser Services requested or services provided by, or the communications of or between, All Users identified through the Site, whether in public, private, or offline interactions or otherwise howsoever.
Tax Adviser Users are free to accept or reject work referred by us in their own sole and absolute discretion, and are free to complete any accepted work referred by us on their own schedule, according to their own discretion, and in the manner they decide is most appropriate. Tax Adviser Users’ availability will vary based on demand and capacity and is subject to change without notice.
Picnic Tax is not a Tax Preparer. Use of the Site does not form a tax preparer-client relationship between Picnic Tax and the Users. Such relationship will only created between the User and the Tax Adviser User, and only if and when the User and the Tax Adviser User have both accepted the applicable Job, and only with respect to such Job. Information posted or made available on or through the Site, including, without limitation, any responses to tax questions posted on the Site; information posted publicly on the Site; or information sent in an unsolicited message to a User (i.e., not sent by a Tax Adviser User who is accepted by the User) is not intended as tax advice, is not confidential, and does not create a tax preparer-client relationship. To the extent there are any audits, examinations or follow up communications from the IRS or other authority following or in connection with the submission of a filing, regardless of the extent to which a Tax Adviser User prepared such filing and provided Tax Adviser Services in connection with such filing, for the avoidance of doubt Picnic Tax will have no involvement in or responsibility for such audits, examinations or follow up communications.
Tax Preparer-Client Relationship through Service use. A Tax Preparer-client relationship may only be formed through the use of the Service between you and Tax Adviser Users. It is a violation of this agreement to contact and enter into an agreement with the Tax Adviser User outside of the Service or the Site. Upon acceptance, the scope of a Tax Adviser User’s representation (the “Job”) is strictly limited to the matter you and the Tax Adviser User have agreed upon by using this Service, i.e. the filing of your annual, individual U.S. federal and state tax returns.
User Responsibilities. Tax Adviser Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Site, including without limitation User Content, and any communications they may have with prospective Users (which may only occur through the Site or the Service), fully comply with all applicable laws and rules of professional conduct, and those regulating the form, manner or content of communications with clients, advertising, or other matters.
Representations and Other Agreements Each Tax Adviser User agrees it will (a) provide timely, high-quality Tax Adviser Services to Users, (b) only offer and provide Tax Adviser Services for which such Tax Adviser User has the necessary skills and expertise, and (c) provide the Tax Adviser Services in accordance with all applicable laws, rules and regulations (including, without limitation, those relating to document retention). Tax Adviser User represents it has the legal right to work in the United States and is not an E.U. citizen (or otherwise covered by the GDPR). Tax Adviser User will complete all Tax Adviser Services with the degree of skill and care that is required by current good and sound professional procedures and practices in accordance with applicable industry standards. Each Tax Adviser User also agrees that it has (and will continue to maintain) a valid Preparer Tax Identification Number, and has all current valid licenses and authorizations required by all applicable authorities for any work Tax Adviser User solicits, accepts or performs in connection with the Site including the Tax Adviser Services. Tax Adviser Users is solely responsible for all fees and expenses required to maintain such eligibility, licenses and authorizations
Each Tax Adviser User agrees to comply with Picnic Tax’s informational requests from time to time in connection with the Services, including providing information to be used by Picnic Tax to assess certain matters via third party service providers, such as, background checks, credit checks and evaluation of character and general reputation. Each Tax Adviser User represents and agrees it is properly registered to collect its own sales and other taxes, duties, and other governmental assessments in connection with the Services, will collect, withhold, remit and report all such taxes, and Picnic Tax and the Users have no responsibility for any such taxes, withholdings, remittances or reporting in connection therewith.
Each Tax Adviser User agrees to immediately notify us if: (i) any information Tax Adviser User has provided to Picnic Tax, or any relevant information about Tax Adviser User, has changed, (ii) a User has notified Tax Adviser User directly via the Site that User has a complaint with Tax Adviser User or any Tax Adviser Services provided by Tax Adviser User, (iii) Tax Adviser User has received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to Tax Adviser User’s professional license, or (iv) Tax Adviser User has been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.
Picnic Tax may provide each Tax Adviser User with personal information relating to individuals that are seeking Tax Adviser Services. Each Tax Adviser User may not rent, sell or otherwise provide this information to others. Each Tax Adviser User may not use, or attempt to use, this information in a manner that would violate these Terms of Service or for any purpose not explicitly intended by Picnic Tax. Each Tax Adviser User agrees not to enter into any agreement with any User except as strictly necessary to comply with applicable laws, rules and regulations and bona fide document retention policies; provided, in the event the terms of such agreement conflict with the terms of these Terms of Service, these Terms of Service will supersede and govern in all respects.
Each Tax Adviser User understands that Picnic Tax representatives or other parties may access your Picnic Tax account and usage information and may review and use such account and usage information as it deems appropriate, including as reasonably needed to investigate complaints, to provide services to Tax Adviser User, and to verify information Tax Adviser User has provided.
Tax Adviser Users will be required to provide their payment method details to Picnic Tax. Users, and not Picnic Tax, will be responsible for paying the Job Price owed to Picnic Tax, a pre-determined portion of which is paid to Tax Adviser User as provided prior to the time of acceptance, subject to these Terms of Service. Picnic Tax is not obligated to pay Tax Adviser User for User’s failure to pay for Tax Adviser Services.
Fees, Payment of Picnic Tax and Tax Adviser Users, and Cancellation
The price for each Job and use of the Services (the “Job Price”) is determined based upon the complete and accurate information provided by All Users, and communicated to User and Tax Adviser User prior to work acceptance by User and Tax Adviser User. Fees may be required to be or, even if not required, may be paid immediately by User upon acceptance, and to the extent not so required or not paid up-front, then User will pay for each Job and use of these Services, in the amount stated by the Job Price, once the Tax Adviser User has provided deliverables and marked the Job Complete.
The Job Price is subject to change, including following completion of the work, depending on several factors, including but not limited to, (i) the Tax Adviser User reasonably requests a price increase based on unforeseeable circumstances within the return, (ii) the return requires more work than previously anticipated based on new information provided by Tax Adviser User after the Job Price, (iii) the information provided by Tax Adviser User prior to the Job Price was incorrect or incomplete, or (iv) if a price increase becomes necessary in order to incentivize the Tax Adviser User to accept the Job.
The contract with Tax Adviser Users will only be made via the Terms of Service via the Site. To the extent not charged upfront by the Site or the Service, when a Job is marked as completed by the Tax Adviser User, or when a Tax Adviser User has submitted a tax filing to the Site ready for the User’s execution (in each case, a “Completion”), the User is responsible for any unpaid portion of the payment owed to Picnic Tax, a portion of which is paid to the Tax Adviser User to cover its fees for the Job. Picnic Tax will have no responsibility for the Completion of such work.
Fees Are Paid To Picnic Tax. The User will pay to Picnic Tax the full fee (excluding any IRS or state filing fees, which are not paid to Picnic Tax and don’t run through the platform), and then Picnic Tax sends the Tax Adviser User’s portion thereof to the Tax Adviser User upon Completion of the Job. The fees paid to Picnic Tax that are not due and owing to the Tax Adviser User are charged to support the Site and the Service. Picnic Tax does not provide tax preparation or advising services and does not charge for such services. Fees are paid to Picnic Tax, a portion of which pays the Tax Adviser User’s portion of the total fees, following collection from the Users of the full payment amount by Picnic Tax via its billing platform are transferred directly to the Tax Adviser User’s payment account, less any associated fees, including service and processing fees.
Tax Adviser Users Shall Receive Payment Only Through The Service For All User Transactions. Tax Adviser Users shall only receive payment through the Service for all transactions related to that User. Tax Adviser Users may not solicit any work or payment from a User outside of the Service, whether before, during or after acceptance or termination of a Job with such User. Payment by a User to Tax Adviser User made outside of the Service constitutes a breach of these Terms of Service. Tax Adviser User shall be liable to Picnic Tax, and agrees to pay to Picnic Tax, all fees as reasonably determined by Picnic Tax based on the fees that would have been collected by Picnic Tax but for the foregoing breach or any other work solicited or payments collected from a User by Tax Adviser User outside of the Service in violation of these Terms, or, in the sole discretion of Picnic Tax, a fee equal to three times the applicable Subscription Fee. Tax Adviser User agrees to provide all records and documentation requested by Picnic Tax in connection with charges. Tax Adviser User acknowledges and agrees that the foregoing, and the exercise thereof by Picnic Tax, will not waive or limit Picnic Tax’s right to assert any other legal or equitable remedy in the event Tax Adviser User breaches the foregoing restriction.
Tax Advisor User Subscription Fees. Tax Adviser Users agree to pay all applicable fees, including, without limitation, the subscription fee, and to be bound by all cancellation, refund and other policies, as set forth on our Pricing Page. By registering for the Service, Tax Adviser Users agree that all payment terms presented to Tax Adviser User by Picnic Tax during registration are deemed part of these Terms.
The subscription fee may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By using Picnic Tax’s service, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, by emailing email@example.com, any Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings. If you terminate the Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE, BY EMAILING ACCOUNTANT@PICNICTAX.COM,OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, PICNIC TAX WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
Cancellation Policy. If a User ordered, agreed to, and paid for Services, but thereafter canceled its use of these Services (“Cancellation Request”), such User may be eligible for a full or partial refund of the Job Price and fees paid less any Cancellation Fee to the extent provided herein. All Cancellation Requests will be evaluated at the time of receipt by Picnic Tax, and must be communicated in writing, via email, to info@Picnictax.com User’s eligibility for and amount of its refund (“Cancellation Fee”) will differ depending when its Cancellation Request is received by Picnic Tax.
If User’s Cancellation Request is received by us before the Tax Adviser User has accepted the request for Services, the User will receive a full refund to the extent fees have been paid, and will not be charged a Cancellation Fee.
If User’s Cancellation Request is received by Us after the Tax Adviser User has accepted the User’s request, but prior to the Tax Adviser User submitting the Completed work on the Site for the User’s review, the User will be charged a Cancellation Fee in an amount equaling seventy-five percent (75%) of the total Job Price.
If User’s Cancellation Request is received by Us after the Tax Adviser User has submitted the Completed work on the Site for the User’s review, the Cancellation Request will be denied, and the User will be charged for 100% of the total Job Price.
The User may submit disputes over payment to info@Picnictax.com provided that he or she adheres to the other conditions set forth herein.
Following the Completion and completed filing of a User’s tax return by Tax Adviser User with the applicable authorities, Tax Adviser User will not be required to engage in any further Tax Adviser Services or other work on behalf of such User, provided that if there are any audits, examinations or other communications related to such filing, the Tax Adviser User will (i) notify Picnic Tax and such User to the extent it becomes aware of any such audits, examinations or other communications and (ii) use its best efforts to cooperate and comply with any reasonable requests made by User or such authorities in connection therewith,
Termination by Picnic Tax. . We may terminate our relationship pursuant to these Terms or terminate or suspend your right to use the Site at any time for any or no reason by providing you with written or email notice of such termination to the physical or email address you have provided us. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal, and injunctive redress. When terminating your account, we may delete the account and all the information in it. You have no ownership rights to your account.
Termination by you. You may terminate these Terms by completely and permanently ceasing to use the Site (provided that there are no outstanding Services or requests ordered under your password or account) and by closing any account you have opened on Picnic Tax. If you attempt to terminate these Terms while there are still outstanding Services or requests ordered under your password or account, these Terms shall not terminate until such Services or requests have been performed, paid for, or otherwise canceled as permitted under these Terms of Service
If a Tax Adviser User cancels a Job, the Site generally notifies User and makes User’s request for a Job available for another Tax Adviser User to select. However, we cannot guarantee that a canceled appointment will be selected by another Tax Adviser User and will be rescheduled or that the Job will be completed.
Tax Filing Process
The Tax Adviser User engaged will notify User upon Completion and provide User with copies of such for User’s review and approval via the Site. Thereafter, User will be required to provide electronic signature to the Tax Adviser User, to indicate that User has reviewed and accepted the documents provided by its Tax Adviser User, as well as to grant or execute any authorizations that your Tax Adviser User may require, in order to electronically file the tax documents with the appropriate federal and/or state taxing authority.
USER IS SOLELY RESPONSIBLE FOR ANY DELAY, PENALTY, LATE-FILING, OR OTHER CONSEQUENCE CAUSED BY ITS FAILURE TO PROMPTLY APPROVE AND EXECUTE ANY SUCH DOCUMENTS.
After User signs and accepts its tax return and authorizations, User will forward, via the Site, its signed documents to the Tax Adviser User who has prepared the return, where it will be converted to and stored in the appropriate format, as determined in the sole discretion of the Tax Adviser User, to be transmitted to the applicable federal and/or state taxing authority, if any, outside of the Site and the Service.
User is solely responsible for verifying the status of the return to confirm that it has been filed with, received, and accepted by the applicable taxing authority and for taking appropriate alternative actions, if necessary, for filing it manually in the event that the taxing authority rejects your electronically filed return (e.g., if taxpayer name and social security number do not match). User is responsible for examining the tax return for any factual errors before the electronic or paper filing.
Picnic Tax and/or the Tax Adviser User may store and maintain information that User provides in relation to use of the Services or Tax Adviser Services. User may choose to save its tax return data file on the device or method of its choosing. If User saves tax return data file on its device, User understands that the data may be deleted by Picnic Tax, at anytime and at Picnic Tax’s discretion. It is therefore strongly recommended that User frequently back-up and save the tax return data. User may always print and retain a copy of its tax returns for its records.
User understands and agrees that e-filing may not be available in some states or applicable to some returns. Some states may require User to e-file your federal and state tax returns at the same time. User further understands and agrees that we cannot and do not guarantee the performance of the Internet or any third party or third-party system or service or that, once transmitted, the applicable revenue authority will receive, accept, or process User’s tax return (e.g., due to failures of the Internet or of the taxing authority computer systems or networks, due to User entering incorrect contact or identifying information, or any other reason beyond our control).
Picnic Tax’s sole responsibility with respect to e-filing tax returns is limited to using commercially reasonable efforts to facilitate the transmission of User’s tax return(s) using the Site to the applicable Tax Adviser User prior to commencement of any filing.
THE IRS REQUIRES THE TAX ADVISER USER TO NOTIFY IT IN CONNECTION WITH THE ELECTRONIC FILING OF USER’S TAX RETURN OF THE INTERNET PROTOCOL ADDRESS OF THE MOBILE DEVICE OR WEBSITE FROM WHICH THE RETURN ORIGINATED AND WHETHER THE EMAIL ADDRESS OF THE PERSON ELECTRONICALLY FILING THE RETURN HAS BEEN COLLECTED. BY USING THE SERVICES TO PREPARE AND SUBMIT YOUR TAX RETURN, YOU CONSENT TO THE DISCLOSURE TO THE IRS AND ANY OTHER TAX OR REVENUE AUTHORITY OF ALL INFORMATION RELATING TO USER’S USE OF SUCH ELECTRONIC FILING SERVICES.
If User does not qualify for electronic filing or chooses to paper file, User can create a copy of its completed return by printing your return and mailing it to the proper taxing authority. If User utilizes this option, User must notify Us, in writing to support@Picnictax.com, and notify in writing the applicable Tax Adviser User.
IF THE APPLICABLE TAX ADVISER USER DOES NOT RECEIVE USER’S SIGNED AND APPROVED TAX DOCUMENTS, INCLUDING ANY AUTHORIZATIONS, OR A WRITTEN NOTIFICATION FROM USER EXPLAINING WHY USER IS WITHHOLDING APPROVAL OF SUCH, WITHIN 72 HOURS OF THE TAX ADVISER USER SENDING THE DOCUMENTS, USER WILL BE DEEMED TO HAVE CHOSEN TO FILE THE DOCUMENTS ON ITS OWN, TO HAVE ACCEPTED THE DOCUMENTS, AND TO BE SATISFIED WITH THE SERVICES RENDERED, IN WHICH CASE NEITHER PICNIC TAX NOR THE TAX ADVISER USER SHALL HAVE ANY FURTHER OBLIGATIONS TO USER. IF THE FOREGOING OCCURS, USER WILL BE CHARGED FOR THE SERVICES PROVIDED TO USER TO THE EXTENT NOT ALREADY CHARGED.
Promotional Codes and Credits.
Picnic Tax may, in its sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to a Tax Adviser User’s services, subject to the following terms and any additional terms that Picnic Tax establishes on a per promotional code basis (“Promo Codes”). Certain specific terms govern Tax Adviser Users and payment.
Use of Promo Codes Does Not Imply a Tax Preparer-Client Relationship. From time to time, Users may have access to discounts supplied by Picnic Tax which, in part, use Picnic Tax’s funds to pay for a portion of the fees paid by Users to Tax Adviser Users. The use of such coupons does not imply any Tax Preparer-client relationship between Picnic Tax and the Tax Adviser Users where a coupon is used for any paid billings from a User.
Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner.
Promo codes may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Picnic Tax. Promo Codes have no cash value and may expire or be disabled by Picnic Tax at any time, for any reason, prior to use. Picnic Tax reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by any User in the event that Picnic Tax determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms.
Payment and Transactions.
Payment Process. Payment will be processed as specified by and via the Site upon acceptance of a Job by the User and the Tax Adviser User. When a Job is marked as completed by the Tax Adviser User, or when a Tax Adviser User has submitted a tax filing to the Site ready for the User’s execution (in each case, a “Completion”), Picnic Tax will require payment by the User to the extent any amounts due and owing for the Job have not been paid already. To the extent not already paid upfront, which Picnic Tax reserves the right to do in any case or as a permanent policy, the User must then pay the agreed-upon amount or request changes. If the User has taken no action after 10 days, Picnic Tax will have the right to charge the User’s credit card, bank account, or PayPal account for the full remaining amount of the agreed-upon fee or undisputed invoice, including applicable service or processing fees. The User may submit disputes over payment to info@Picnictax.com provided that he or she adheres to the other conditions set forth herein.
Responsibility for Payment. User is responsible for all fees, including taxes, service, and processing fees, associated with its use of the Service. By using the Service, User agrees to pay Picnic Tax the amount required when the User agrees to accept having a Job be processed and completed by a Tax Adviser User, and the associated service and processing fees, unless you dispute the invoice by sending an email to info@Picnictax.com and adhere to the other conditions set forth herein. User is responsible for providing us with a valid means of payment by credit card, PayPal account, or other approved methods of payment for fees that User authorizes Picnic Tax to satisfy.
Picnic Tax’s Responsibility. Picnic Tax agrees to present User with the amount the User will be charged, including the Job Price, either by notification of the charges on the Site before User hits “submit” or “purchase” or similar function on the Site, and Picnic Tax may provide at its discretion an email confirmation of such charges, provided the User has provided to Picnic Tax a working email address. Picnic Tax will, upon completion of payment by the User and Completion (defined below) of the Job by the applicable Tax Adviser User, pay the Tax Adviser User its portion of the fee, less service or processing fees, if any.
Payment Authorization. By agreeing to these terms, User is giving Picnic Tax permission to charge its on-file credit card, PayPal account, or other approved methods of payment for fees that User authorizes Picnic Tax to satisfy. User authorizes Picnic Tax to charge the full amount owed either before or following the Completion of any Job to any Tax Adviser User will endeavor to Complete, will Complete or has Completed via the Service, regardless of any dissatisfaction with the performance or final product delivered by the Tax Adviser User, in which case User is required to submit disputes to firstname.lastname@example.org in accordance with these Terms of Service. By placing your credit card or PayPal account on file with Picnic Tax or our third party payment processor, User acknowledges and agrees that the payment terms set forth in these Terms of Service shall apply.
No Tax Responsibility
User acknowledges and agrees that it understands state and federal recordkeeping requirements, including those of the Internal Revenue Service (“IRS”) and applicable state agencies, and agrees to comply with those requirements and that as between User and Picnic Tax, Picnic Tax has no responsibility in this regard. The User and the Tax Adviser User are solely responsible for the content of any tax filing submitted to any federal or state authority, and the Tax Adviser User will make the actual filing of any tax return and payment of any tax filing fees charged by the IRS or such state authority, and Picnic Tax will have no responsibility for such content, the timeliness of such filings. The User and the Tax Adviser User agree that the filing of tax returns and the payment of fees charged by the IRS or state agencies will not be transmitted via the Site or the Service. User acknowledges that any understated tax, and any penalty, interest or other related fee or cost imposed by any tax authority is User’s responsibility, and that we have no responsibility in that regard.
User acknowledges that we are not liable for any loss due to any financial or personal decision you take related to its use of our services or the Tax Adviser Services, any loss due to inaccurate information that we receive from User or any third party related to User’s use of our services, any delay in filing User’s tax returns, any loss due to the actions or omissions of any other User or Tax Adviser User, and any loss due to User’s inability to access or use its ID or Password, or any loss due to an authorized use of any User’s or Tax Adviser User’s accounts.
All Users may be subject to an extensive vetting process before they can register for and during their use of the Site, including but not limited to a verification of identity, using third party services as appropriate (“Identity Checks”). Although Picnic Tax may perform Identity Checks, Picnic Tax is not required to do so and cannot confirm that All Users are who they claim to be. Picnic Tax cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the Site
When interacting with All Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Picnic Tax will not be liable for any false or misleading statements made by All Users of the Site.
Indemnity and Release
You agree to release, indemnify and hold Picnic Tax, its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all liability, losses, damages, expenses (including reasonable attorneys’ fees), rights, claims, actions of any kind or injury (including death) (collectively, “Losses”) arising out of or relating to your use of the Service, any User Content which you supply to Picnic Tax, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any Losses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PICNIC TAX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
PICNIC TAX MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
THE SERVICE ACTS AS A PLATFORM FOR USERS TO IDENTIFY FINANCIAL OPPORTUNITIES AND CONNECT WITH TAX ADVISER USERS WHO CAN ASSIST YOU WITH TAX MATTERS. THERE ARE RISKS THAT USERS ASSUME WHEN DEALING WITH TAX ADVISER USERS. USER AGREES THAT, WHILE PICNIC TAX MAKES EFFORTS TO CONDUCT ONGOING DILIGENCE ON ITS TAX ADVISER USERS, PICNIC TAX DOES NOT CONTROL THE TAX ADVISER USERS AND IS NOT RESPONSIBLE FOR THE EFFECTIVENESS OF THEIR SERVICES. PICNIC TAX DOES NOT VET THE SPECIFIC ADVICE PROVIDED BY TAX ADVISER USERS TO THEIR CLIENTS. AS A RESULT, PICNIC TAX DOES NOT GUARANTEE OR ENDORSE THE AUTHENTICITY, QUALITY, SAFETY, OR LEGALITY OF ANY SPECIFIC TRANSACTION. ADDITIONALLY, PICNIC TAX CANNOT GUARANTEE THE ABILITY OR INTENT OF TAX ADVISER USERS TO FULFILL THEIR OBLIGATIONS IN ANY SPECIFIC TRANSACTION. USER MUST MAKE ITS OWN INDEPENDENT DETERMINATION REGARDING THE STATEMENTS OR THE REPRESENTATIONS OF THE TAX ADVISER USER AND THE TAX ADVISER USER’S ABILITY TO DELIVER THE SERVICES THEY PURPORT TO OFFER. WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY OF WORK TO BE PERFORMED, THE DISCRETION EXERCISED BY TAX ADVISER USERS, THE ADVICE GIVEN BY TAX ADVISER USERS, THE COMPLETENESS OR ACCURACY OF ANY WORK PERFORMED OR SUBMITTED BY THE TAX ADVISER USERS, OR THE ACCURACY, BENEFIT, COST, COMPLETENESS, TIMELINESS OR OTHER DETERMINATION WITH RESPECT TO ANY CONTENT IN ANY TAX FILINGS, OR IN ANY TAX ELECTIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PICNIC TAX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PICNIC TAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL PICNIC TAX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID PICNIC TAX IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration:
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
By using the Services, you agree that all disputes, no matter how described, pleaded, or styled, between you and us (including our affiliates and any past or present affiliates, officers, or employees), including, but not limited to, any dispute relating to any aspect of your use of the Services or any act or omission by us (“Claim”), shall first be resolved by informal discussions between you and us. If the Claim is not resolved, both we and you irrevocably waive our rights to a trial by jury and agree instead to submit all Claims to binding, confidential, individual arbitration before a single, neutral arbitrator under the Federal Arbitration Act (“FAA”) conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (“AAA Rules”) and in accordance with the AAA Consumer Due Process Protocol and the terms of this “Disputes” provision. A copy of the applicable AAA Rules and forms may be obtained directly from the AAA at www.adr.org or 800-778-7879. Nothing in this Disputes provision prohibits you from filing a complaint with the any applicable governmental regulatory agency. In addition, we both retain our right to seek relief in a small claims court for Claims within the scope of that court’s jurisdiction. You and Picnic Tax hereby further agree as follows:
- The FAA (including all its procedural and substantive provisions) and related federal decisional law shall govern this Agreement to the fullest extent possible;
- Except for our right to seek relief in a small claims court as provided in this Disputes provision, neither of us shall file an action in any court against the other, and any such action filed in violation of this Disputes provision shall be dismissed in favor of arbitration. We both recognize that such a breach of this Agreement will cause the other damage including, but not limited to, attorneys’ fees and costs incurred in compelling arbitration, which the breaching party will be liable to pay;
- Except as specifically required by applicable law, the fact of and all aspects of the arbitration and the underlying Claim shall remain strictly confidential by both of us, our representatives, the arbitrator, and the AAA;
- You agree that your personal financial information is confidential and unique to you and that you do not want to have such information revealed to others in a class or mass action lawsuit and you agree that individual resolution of your Claim will occur more quickly than if your Claim were combined with others. You agree not to combine or consolidate any Claim(s) with those of other Picnic Tax Users, such as in a class or mass action, or to have any Claim(s) be arbitrated or litigated jointly or consolidated with any other person’s claims—you affirm that your Claims must be resolved in a single case only involving you. Further you agree that the arbitrator shall have no authority to join or consolidate claims by more than one person. You may opt out of this single-case affirmation/provision by delivering (via certified mail, return receipt) a written statement to that effect to the attention of Picnic Tax at 58 West 12th Street, New York, NY 10011 within 30 days of your first use of the Services;
- Only the arbitrator is authorized to make determinations as to the scope, enforceability, validity, and effect of this Disputes provision. However, any issue concerning the validity of the single-case affirmation/provision in the preceding paragraph must be decided by a court, and an arbitrator does not have authority to consider the validity of the single-case affirmation/provision. If for any reason the single-case affirmation/provision is found to be unenforceable, any putative class action may only be heard in court on a non-jury basis and may not be arbitrated under this Disputes provision;
- If any part of this Disputes provision is found to be invalid or unenforceable, then we both agree that such specific part or parts shall be of no force and effect and shall be severed, but the remainder of the Disputes provision and these Terms of Service shall continue in full force and effect. This Disputes provision will survive the termination of your relationship with Picnic Tax;
- If arbitration occurs, it shall be conducted in New York, NY;
- The arbitrator shall have the power to award any remedy that directly benefits you or us (provided the remedy would be available from a court under the law of the applicable jurisdiction) but not the power to award relief for the benefit of anyone not a party to these Terms. The arbitrator’s award shall be final and binding on both of us, but subject to review in accordance with the FAA. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction;
- If you initiate arbitration, you will be responsible for paying a portion of the AAA filing fee at the time the Claim is filed in an amount equal to $200 or the applicable filing fee of any court in the district in which you reside, whichever fee is less. Each of us shall bear our own costs and expenses associated with our attorneys, experts, and witnesses, unless the arbitrator determines otherwise in strict accordance with the applicable law;
- This Disputes provision shall not be modified except by written agreement signed by both of us. Notwithstanding, if the AAA requests the waiver of any provision in this Disputes provision in order for the Claim to remain before the AAA under the AAA Rules, such provision(s) may be waived unilaterally by the party against whom the Claim is asserted, but such waiver shall be in writing and executed by the party against whom the Claim is asserted (if the Claim is against us, the waiver must be signed by an authorized officer of Picnic Tax) and specifically identify the provision or provisions being waived. Any such waiver shall not waive or affect any other portion of the Disputes provision.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, Picnic Tax agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Services, you may reject any such change by sending Picnic Tax written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Picnic Tax, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Picnic Tax believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Picnic Tax may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Picnic Tax may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Picnic Tax will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other User in connection with the Service and Picnic Tax will have no liability or responsibility with respect thereto. Picnic Tax reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Service.
These Terms of Service constitute the entire agreement between you and Picnic Tax and govern your use of the Service, superseding any prior agreements between you and Picnic Tax with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Picnic Tax agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York City, New York. The failure of Picnic Tax to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Picnic Tax, but Picnic Tax may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
Notice for California Users
Under California Civil Code Section 1789.3, Users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at 58 West 12th Street, New York, NY 10011.
Questions? Concerns? Suggestions?
Please contact us at email@example.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.
YOU AGREE THAT THESE TERMS ARE ENFORCEABLE LIKE A WRITTEN AGREEMENT EXECUTED BY YOU. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE SERVICES, YOU CONSENT TO THESE TERMS.