Terms & Conditions

TERMS AND CONDITIONS FOR USAGE OF REFERRAL PORTAL

THESE TERMS AND CONDITIONS FOR USAGE OF THE CTAX REFERRAL PORTAL (these “Terms and Conditions”) are established by Community Tax, LLC, an Illinois limited liability company (“CT”), and all users (each, a “PARTNER”) of Community Tax’s online referral portal (“Referral Portal”). CT and PARTNER agree as follows on the terms and conditions of usage of the Referral Portal.

Referral Program, Generally The parties acknowledge that PARTNER provides services to clients who may need professional assistance with the orderly and efficient resolution of historical tax debt (generally, “Tax Resolution Services”) and that CT is in the business of providing Tax Resolution Services through its Community Tax brand. PARTNER agrees to promote and to refer its clients as prospects (each client referred to CT to be referred to herein generically as a “Prospect” and collectively as “Prospects”) for Tax Resolution Services to CT in return for a Referral Fee (as defined below) based on service fees actually collected by CT from such Prospects for Tax Resolution Services as set forth below (the “Referral Program”). CT agrees to provide Tax Resolution Services requested by such Prospects. Referrals shall be made by way of a mutually agreed upon referral process, consistent with these Terms and Conditions.
Representations and Warranties PARTNER represents and warrants that it is, and intends to be, fully responsible for its own business conduct, as well as for the conduct, activities and compensation of any of its employees, representatives, and agents who are associated or involved with the PARTNER’s pre-referral relationship with clients referred as Prospects to CT (collectively, “Partner Agents”) and that PARTNER’s and any and all Partner Agents’ respective actions and omissions under the Referral Program shall be done in a manner compliant with applicable laws and regulatory requirements. CT represents and warrants that it is, and intends to be, fully responsible for its own business conduct. The parties acknowledge that CT may require, at its discretion, that Partner Agents execute a separate referral agreement as a condition of participation in the Referral Program.
Confidentiality From time to time during the term of this Referral Program, either party (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”) information about its business affairs, products, services, confidential intellectual property, trade secrets, clients, customers, or other proprietary information (“Confidential Information”). Confidential Information shall not include information that: (i) is or becomes generally available to and known by the public; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third- party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known to, or in the possession of, the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; or (iv) is required to be disclosed under applicable laws or regulations. The Receiving Party shall (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care or standard established by law; and (B) not use Confidential Information for any purpose other than to exercise its rights or perform is obligations in conjunction with the Referral Program. The Receiving Party shall be responsible for any breach of this Section 3 caused by any of its employees, representatives, and agents. The provisions of this Section 3 shall survive termination or expiration of this Referral Program.
Appropriate Safeguards as to Customer Information Both parties shall maintain commercially reasonable physical, electronic, and procedural controls and safeguards to protect all Customer Information sent and/or received pursuant to this Referral Program from unwarranted disclosure. These controls include, but are not limited to, the maintenance of appropriate safeguards to restrict access to the Customer Information received by the Disclosing or Receiving Party’s employees, agents or service providers who need such information to carry out the purposes for which the client and prospect information was disclosed. For purposes of this Section, "Customer Information" shall mean any record containing non-public personal information as defined in 16 C.F.R. Section 313.3(n) about a Customer, or Prospect, whether in paper, electronic or other form, that is disclosed or made available to a party to this Referral Program. PARTNER acknowledges and agrees that CT may require PARTNER to secure additional consents from Prospects as to information sharing between the parties to this referral arrangement in the event of Prospect is enrolled in services with CT.
Independent Relationship No provision of these Terms and Conditions is intended to create nor shall be deemed or construed to create any relationship between CT and PARTNER other than that of independent entities contracting with one another hereunder solely for the purpose of effecting the Referral Program. CT and PARTNER are not and shall not be deemed for any purpose to be agents, joint venturers, or partners. None of these parties is authorized to act as agent for the other, to take any action or make any representation in the name of the other, or to represent that it has the power or authority to do so.
Term These Terms and Conditions shall be effective as of their acceptance by Partner in accessing the Referral Portal and shall continue until either party terminates this referral relationship by delivering not less than thirty (30) days prior written notice to the other party. Either party may terminate this referral relationship immediately upon written notice to the other party in the event of a material breach of these Terms and Conditions.
WARRANTIES AND REPRESENTATIONS.
1. NEITHER PARTNER NOR CT MAKES ANY EXPRESS OR IMPLIED WARRANTY, TO THE EXTENT PERMISSIBLE BY LAW, OTHER THAN THE WARRANTIES EXPRESSED IN THIS TERMS AND CONDITIONS, IF ANY, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. PARTNER represents and warrants that, as to each Prospect referred by PARTNER (i) the Prospect is not currently threatening, or in, a legal dispute with PARTNER; (ii) the Prospect’s client relationship with PARTNER was consensually entered into by each such client with full understanding of his/her/their obligations under the applicable service contract; (iii) the Prospect has provided express written consent to be contacted for commercial purposes by CT in compliance with applicable law; (iv) that such express written consent for contact is kept and maintained by PARTNER in an orderly manner, and will be made available to CT upon request, for a period of at least three (3) years; (v) the referral transmission to CT contains information about the Prospect as provided by the prospect; and (vi) the information about Prospect is, to Partner’s knowledge, accurate. PARTNER represents and warrants that any and all lead generation, initial contact, enrollment, and the manner of referral of clients referred to CT as Prospects under this referral relationship has been performed in a manner compliant with applicable laws and regulatory requirements. The parties acknowledge that PARTNER may perform services for clients prior to and after referring them to CT as prospects.
3. CT represents and warrants that prospects referred to CT under this Referral Program will be solicited in a manner compliant with applicable laws and regulatory requirements. CT represents and warrants that the prospect’s client relationship with CT will be consensually entered into by each such client with full understanding of his/her/their obligations under the applicable service contract. To the extent CT and its affiliates perform services for such referred prospects as clients, CT warrants and represents that these services will be done in a competent and compliant manner.
4. In no event shall CT and/or its agents, officers, directors, members, employees, attorneys, licensors, licensees, subsidiaries, affiliates, independent contractors, consultants, outsourced workers, interns, and/or suppliers be liable to PARTNER for any indirect or direct lost profits, or other incidental, consequential, or special damages, even if advised of the prospect of such damages. In no event shall PARTNER and/or its agents, officers, directors, members, employees, attorneys, licensors, licensees, subsidiaries, affiliates, independent contractors, consultants, outsourced workers, interns, and/or suppliers be liable to CT for any indirect or direct lost profits, or other incidental, consequential, or special damages, even if advised of the prospect of such damages.
Indemnity PARTNER shall indemnify, defend, and hold harmless CT, its corporate parents, and its affiliates and each of their officers, directors, employees, agents, and representatives, from and against any and all losses and reasonable costs resulting from claims or demands asserted by a third party arising out of, related to, or in connection with any act or omission of PARTNER, or its employees, officers, directors, agents or representatives, or any of them, pursuant to PARTNER’s pre- referral relationship with a Prospect or pursuant to the actual mechanics of referral of such clients as Prospects to CT under this Referral Program (including, without limitation, claims or demands asserted on the basis of, or related to, conduct that represents the breach of any warranty and/or representation by PARTNER in these Terms and Conditions. CT shall indemnify, defend, and hold harmless PARTNER and its affiliates and each of their officers, directors, employees, agents, and representatives, from and against any and all losses and reasonable costs resulting from claims or demands asserted by a third party arising out of, related to, or in connection with any act or omission of CT or its employees, officers, directors, agents or representatives, or any of them pursuant to the post-referral solicitation and servicing of Prospects as CT clients under this Referral Program (including, without limitation, claims or demands asserted on the basis of or related to conduct that represents the breach of any warranty and/or representation by CT in these Terms and Conditions).
Limitation of Liability.In no event shall PARTNER and/or its agents, officers, directors, members, employees, attorneys, licensors, licensees, subsidiaries, affiliates, independent contractors, consultants, outsourced workers, interns, and/or suppliers be liable to CT for any indirect or direct lost profits, or other incidental, consequential, or special damages, even if advised of the possibility or likelihood of such damages. In no event shall CT and/or its agents, officers, directors, members, employees, attorneys, licensors, licensees, subsidiaries, affiliates, independent contractors, consultants, outsourced workers, interns, and/or suppliers be liable to PARTNER for any indirect or direct lost profits, or other incidental, consequential, or special damages, even if advised of the possibility or likelihood of such damages. Except for causes of action arising from a breach of sections 3, 4 or 7, of this Agreement for which the parties shall be entitled to all damages available by law and all remedies available in equity, CT’s or PARTNER’s total cumulative liability hereunder, from all causes of action of any kind, including without limitation contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or otherwise, shall not exceed the total fees collected by the Non-breaching Party under this Agreement during the twelve (12) months prior to the filing of any such action, unless such liability is the result of fraud, gross negligence or willful misconduct.
Dispute Resolution The parties agreed to first attempt to resolve any dispute first by informal negotiation and then formal mediation under the auspices of the American Arbitration Association. In the event informal negotiation then formal AAA mediation is deemed unsuccessful by either party, the matter shall be arbitrated. Any controversy, dispute or claim arising out of or relating to these Terms and Conditions shall then be resolved through final, conclusive and binding arbitration by one arbitrator in accordance with the then applicable Commercial Arbitration Rules of the American Arbitration Association in Wilmington, Delaware, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In any arbitration the parties shall be responsible for their own costs and expenses of arbitration, including their own attorneys’ fees. This arbitration provision shall be enforceable in any court having jurisdiction thereof.
Referral Fees through Revenue Sharing.
1. Referral Fee on Actual Net Collections from Prospects through Referral Program
  1. CT shall pay to PARTNER an amount equal to ten percent (10%) of all fees actually collected by CT from clients successfully referred by PARTNER as Prospects, net subsequent refunds, chargebacks, clawbacks, discounts, and the like, for Tax Resolution Services (the “Net Revenue”). The ten percent (10%) share of Net Revenue shall be the “Referral Fee.” The parties agree that “Tax Resolution Services” shall mean all services delivered by CT as to a Prospect’s historical tax debt including tax preparation fees associated with the compliance requirements of resolving such debt. The parties further agree that Net Revenue shall not include fees subsequently received by CT from Prospect for services not related to the resolution of historical tax debt.
  2. In the event that the referral relationship between the parties is terminated for any reason, CT shall pay the Referral Fee on all Net Revenue actually collected as of the date of this relationship’s termination, consistent with the terms below.
2. Manner of Disbursement and Reconciliation.
  1. CT shall provide PARTNER with access to a rolling accounting of all Prospects successfully referred by PARTNER under this referral relationship, the Net Revenue collected by CT from such Prospects, and the Referral Fee due to PARTNER. This accounting shall be updated no later than the fifteenth day following the month in which Net Revenue is received by CT and Referral Fees shall be disbursed to PARTNER no later than the thirtieth day following the month in which Net Revenue is received by CT.
  2. Any fees to be refunded by CT to referred clients shall be reflected in the manner of a proportional credit against referral fees outstanding to PARTNER from CT, unless no such fees are outstanding between the parties, in which case, such repayment of the referral shall be made by PARTNER to CT no later than the fifteenth (15) day following the end of the month in which the obligation to refund arose.
Miscellaneous. These Terms and Conditions encompasses the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, unless superseded by a subsequent version of these Terms and Condition, which PARTNER shall have due notice of and be able to accept or deny. Denial of revised terms and conditions shall constitute a termination of the referral relationship. These Terms and Conditions shall be governed in all respects by the laws of the State of Delaware. The exclusive jurisdiction for any claim or controversy arising out of or in relation to these Terms and Conditions shall be in the state and federal courts of Delaware. Each party hereby waives trial by jury in any action, proceeding, or claim arising out of or in relation to these Terms and Conditions. Each party hereby waives the right to assert any claims against the other party as a representative or member in any class action, except where such waiver is prohibited by law. If any provision of these Terms and Conditions are deemed illegal, invalid, or unenforceable, such provision shall be fully severable. The waiver by either party of any breach of these Terms and Conditions shall not be construed as a waiver of any subsequent breach. The failure by either party to exercise any right hereunder shall not operate as a waiver of such right, and all rights and remedies provided for herein are cumulative. Neither party shall assign any of its rights or obligations under this referral relationship without the prior written consent of the other party; provided however, PARTNER acknowledges that CT may use third party contractors to perform the Services. Subject to the foregoing, these Terms and Conditions shall be binding upon the parties and their respective successors and assigns. Any attempted assignment in violation of this Section 12 shall be of no force or effect.