Effective: July 26, 2021
Thank you for selecting LZ Tax, which is a dba of Purely Solutions, LLC, a wholly owned subsidiary of LegalZoom.com, Inc. (“LegalZoom”), (“LZ Tax,” “us,” or “we”) to provide you with tax and accounting products and services.
This document explains the rights and responsibilities between you and LZ Tax and is a contract between LZ Tax and you. These terms govern all products and services provided to you by LZ Tax, including products and services that you may purchase in the future.
If you are purchasing on behalf of an entity, you represent and warrant that you have the authority to enter into contracts on the entity’s behalf and that you have the authority to take binding actions related to the entity’s tax obligations. When we refer to “you” in these terms, this includes the entity that you are purchasing on behalf of.
These terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. These terms also limit the remedies available to you in the event of a dispute as described in the Arbitration Terms, contained in Section 19 of these terms.
Please read these sections carefully, as they impact your rights.
1. About LZ Tax’s Products and Services
LZ Tax provides tax advice, tax preparation and filing assistance, as well as auxiliary products and services. Our services will not include an audit, review, examination or other form of attestation.
While we want to provide you with the best possible products and services, it is important that you understand that LZ Tax is not a CPA firm and is not registered with the State Board of Accountancy in any state. We are not financial advisors. We are also not a law firm and cannot provide advice regarding any legal matters or questions of law. If you would like financial or legal advice, we recommend that you consult with a qualified professional.
The products and services we provide are based on the current tax law, as we understand it. We are not responsible for future changes in the law that may affect the products or services that we have already provided. While we may attempt to advise you of such changes, we are under no obligation to do so.
2. Who is Eligible for Services from LZ Tax
In order to ensure that we can best serve your needs, LZ Tax’s services are limited to entities and individuals meeting the following criteria (the “Eligibility Requirements”).
LZ Tax’s entity services are only available to entities that:
a. Were formed using LegalZoom;
b. Are based in the United States and do not have any foreign tax obligations and who do not have any United States Federal or State foreign tax filing requirements;
c. Have fewer than ten (10) K-1 recipients;
d. Have annual revenues of less than ten (10) million dollars; and
e. Are not part of any of the following industries: Alcohol manufacturing or sales, cannabis, family offices, financial institutions, governments, insurance, not-for-profit organizations, non-governmental organizations, telecommunications, and tobacco.
LZ Tax’s individual tax return preparation services are only available for individuals if:
a. You are purchasing tax preparation services on behalf of yourself or another individual; at least one person on the tax return must be an owner or member of an entity that has purchased tax preparation services from LZ Tax for the same tax year; and
b. All individuals filing on the tax return must currently reside within the United States, and must have resided within the United States for the entire year that the tax return preparation will cover.
In the event that your circumstances change after purchasing our Services and you no longer meet these eligibility requirements (for example, if you relocate outside of the United States), please contact us immediately at (855) 787-1239 or email@example.com. LZ Tax reserves the right to terminate our Services for any customer that does not meet these eligibility requirements.
Further, LZ Tax reserves the right to refuse service for any reason, in our sole discretion.
3. Privacy and Confidentiality
a. Privacy with the status of “Married Filed Jointly”: If you purchased tax preparation services from us to prepare tax returns with the status of “married filed jointly,” then there is no expectation of privacy between spouses (as it relates to our Services). This means that we may share with either of you, without seeking consent from the other, the partial or completed returns, tax documents, and other information concerning the preparation of your tax returns.
b. Privileged Conversations: Certain communications involving tax advice are privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, you, your employees, or agents may be waiving this privilege. To protect this right to privileged communication, please consult with us or your attorney prior to disclosing any information about our tax advice.
Tax and Accounting Advice Terms
If you have purchased a product that includes the provision of tax advice, such as the Tax Advisory Plan, the following terms apply to you.
4. What’s Included Within the Scope of Your Advice Services
As part of your tax advice, you are entitled to receive advice regarding United States Federal and State tax matters related to the entity that you’ve purchased tax services on behalf of. Advice will be provided by a Tax Expert (usually a qualified Certified Public Accountant or an Enrolled Agent).
In providing you with advice, we rely on the information that you provide us and do not verify this information. You are responsible for providing us with accurate and complete information so that we can provide the most accurate advice possible.
Advice sessions may take place by phone, or when available, by videoconference. You are responsible for providing any equipment, such as a telephone or internet-connected device, needed to participate in your advice sessions. When available, you may also request advice online by submitting questions to LZ Tax through the MyAccount portal on legalzoom.com. Depending on your question we may either answer the question in writing or ask that you schedule an advice session.
Advice sessions can be scheduled via MyAccount on legalzoom.com. Advice sessions are generally available during LZ Tax’s regular business hours. We cannot, however, guarantee that advice sessions will be available on any particular day or at any particular time.
5. What’s Not Included Within the Scope of Your Advice Services
LZ Tax does not provide, and advice services do not include, any legal or investment advice, estate or investment planning, or other areas of advice other than tax and filing advice. We also do not provide advice regarding fundraising, Securities and Exchange Commission (“SEC”) documentation, or Initial Public Offerings (“IPO”) processes. Other tax topics or situations may not be included as part of our advice services; this is determined solely at LZ Tax’s discretion. In the event that LZ Tax determines that we are unable to provide you with your requested advice, your sole remedy will be to terminate our Services and seek a refund in accordance with our cancellation policy described in Section 14 below and LegalZoom’s Satisfaction Guarantee.
Tax Experts may provide suggestions and recommendations regarding tax saving strategies. Following these suggestions and recommendations is entirely up to you. LZ Tax will not perform any actions on your behalf.
Any advice provided through our advice services does not include a guarantee that you will not be audited by a taxing authority.
6. Quarterly Tax Estimates
If you have purchased a package that includes an entitlement to Quarterly Tax Estimates, you are entitled to receive advice about whether you are required to make a payment and/or filing in connection with Quarterly Tax Estimate obligations for both Federal and one State. The scope of this advice does not include the completion by LZ Tax of any forms or vouchers that may be required in connection with the filing.
In order to receive this advice, you must provide LZ Tax with all requested information and documentation no later than fourteen (14) days before the deadline for the filing of your Quarterly Tax Estimates. If we have not received all of the requested information and documentation by this deadline, you will waive your right to receive advice regarding Quarterly Tax Estimates for that quarter. This waiver does not impact your right to receive Quarterly Tax Estimates for the remainder of your subscription.
LZ Tax’s advice will rely on the information provided by you regarding your business and tax situation. If the information you provide is inaccurate or incomplete, you may owe additional taxes and penalties to the relevant taxation authority. LZ Tax will not be liable for any taxes or penalties that result from your failure to provide complete and accurate information to us.
It will be your responsibility to act on this advice, including timely making any required payments or filings. If you fail to make the recommended payments or filings, you may owe additional taxes and penalties to the relevant taxation authority. LZ Tax will not be liable for any taxes or penalties that result from your failure to timely follow LZ Tax’s advice regarding your Quarterly Tax Estimate obligations.
Despite making Quarterly Tax Estimate payments, it is possible that when your annual income tax returns are prepared it is determined that you over- or under-paid your taxes through these filings. In providing you with Quarterly Tax Estimates, LZ Tax makes no guarantees regarding your year-end tax obligations, and will not be responsible for any additional tax payments that may be owed due to underpayment of your Quarterly Tax Estimate payments.
Annual Tax Return Preparation Terms
If you have purchased annual tax return preparation from LZ Tax, the following terms apply to you.
7. LZ Tax’s Responsibilities in Connection with Annual Tax Return Preparation
LZ Tax is honored that you have selected us to prepare your annual tax returns. We agree to the following responsibilities in connection with our preparation of your returns:
a. We will answer your questions regarding your Federal and State annual income tax returns. You will be able to schedule appointments with a Tax Expert to discuss issues related to your Federal and State annual income tax returns. The limitations discussed in Section 5 of these Terms will apply to this advice.
b. We will prepare your Federal and State annual income tax returns. We will prepare the Federal and State annual income tax returns for the tax year that you have purchased income tax preparation for. Depending on the package you have purchased, you may be required to purchase additional annual income tax return preparation if you wish us to prepare returns for more than one State.
c. We may file any required extensions for your Federal and State annual income tax returns. Provided that you purchased your product prior to February 15 of the calendar year when LZ Tax will be preparing your returnsIf your tax return is not finalized at least 30 days before the relevant tax deadline for any tax year that you have purchased tax return preparation services from LZ Tax, we will file any required extensions on your behalf unless you instruct us not to. We will file this extension if your tax return is not finalized at least 30 days before the filing deadline. Before we file an extension for you, we will notify you by email and will provide you with an opportunity to make any outstanding tax payments in connection with the extension filing. We will not, however, be able to advise you on how much of a tax payment you should make, or how much you might owe.
We will also file an extension on your behalf for the year following the last tax year that you have purchased tax return preparation from LZ Tax. We will automatically make this filing unless you instruct us not to do so, or unless you purchase a tax return preparation from us for the subsequent tax year. The cancelling your subscription that includes preparation of annual tax returns will be considered as instructions from you not to file any further extensions on your behalf.
If your purchase of a product entitling you to have annual income tax returns prepared during the calendar year of your purchase after February 15, you will be solely responsible for filing any required extensions. Failure to timely file an extension for the filing of annual income tax returns may result in additional taxes and penalties. Should this occur, you will be solely responsible for paying these additional costs.
d. An LZ Tax Expert will sign your income tax returns as the tax preparer. IRS rules require that an LZ Tax Expert sign your income tax returns as the tax preparer. All returns prepared using our tax preparation services must be signed by the Tax Expert responsible for the preparation.
e. We will ensure that your income tax returns are prepared by qualified tax preparers. Your tax returns will be reviewed by a Tax Expert prior to completion. To ensure the best possible services, more than one Tax Expert, or other LZ Tax employees or contractors, may assist in the collection, processing, and review of your documents and your tax returns.
f. We will make required disclosures to you and taxation authorities. Federal law and certain state laws impose obligations on tax return preparers, such as LZ Tax, when a position reported on a tax return or claim for refund does not meet certain standards regarding levels of confidence. Non-compliance with these requirements can result in penalties for both you and LZ Tax. To avoid exposure to these penalties, it may be necessary in some cases to make certain disclosures to you and/or in the tax return concerning positions taken on the return that don’t meet these standards. Accordingly, we will discuss tax positions that may increase the risk of exposure to penalties and any recommended disclosures with you before completing the preparation of the return.
g. We will use commercially reasonable efforts to electronically file your tax returns. If we cannot electronically file your tax returns you agree to manually print and sign the tax returns and mail the returns directly to the respective tax authorities.
LZ Tax’s responsibilities regarding your annual income tax return filings end when either your e-filed tax returns are sent and accepted by the tax authority or we deliver to you a copy of completed returns for you to paper file. If you have purchased tax preparation on a fixed fee basis, our tax preparation engagement will end at the same time as our responsibilities. Nothing in this section modifies or changes the termination and cancellation rights that are explained in Section 14 below.
8. What LZ Tax Is Not Responsible for in Connection with Tax Return Preparation
LZ Tax is committed to providing you with the best possible tax return preparation services. There are, however, certain limitations to our services that you should be aware of:
a. We rely on the information you provide. When we prepare tax returns for you, we will perform our work using the information that you provide us, without verification by us. Our work does not include any procedures designed to discover defalcations or other irregularities, should any exist.
b. We do not review prior tax year returns. We are not responsible for identifying items that may affect previously filed tax returns.
c. We will not represent you in the event of an audit. Returns that we prepare may be selected for review by the taxing authorities. In the event of an audit, we will not represent you. You should be aware that if your tax returns are subject to an audit, you may be requested to produce documents, records, or other evidence to substantiate the items of income and deduction shown on the tax return. You should also know that any proposed adjustments by the examining agent are subject to certain rights of appeal.
d. We are not responsible for fees or costs incurred as a result of late-filed taxes. If you purchase tax preparation services less than thirty days before the deadline for you to file your taxes, LZ Tax will not be responsible for any fees or costs connected to any late filing of your taxes. Similarly, if your taxes are filed late because of delays caused by your failure to timely provide LZ Tax with required information, LZ will likewise not be responsible for any fees or costs connected to any late filing of your taxes.
9. Your Responsibilities in Connection with Tax Return Preparation
When you purchase our tax return preparation services, you agree to certain responsibilities related to these services. In the event that you fail to meet these responsibilities, LZ Tax reserves the right to terminate our services or to request that you pay additional fees. Your responsibilities are as follows:
a. Your use of our services must be lawful. You may not purchase our services in order to file income tax returns under false pretenses or in violation of applicable local, state, or federal law.
b. You must carefully review your prepared returns. Prior to authorizing us to file your returns, or filing your returns yourself, you will review the contents of your prepared returns. You are responsible for the content of all tax returns prepared by LZ Tax.
c. You will timely respond to our requests. You will provide all information that we request from you in a timely manner, and in all instances will provide all requested information by any deadline that is set in connection with your purchased services. If requested, you will also provide any additional clarification or documentation.
d. You will ensure that the information you provide to us is accurate, up-to-date, and complete.
e. You will provide us with complete information. In order for us to prepare accurate returns, it is important that you disclose all relevant facts that could affect your tax returns. This includes, but is not limited to, the timely disclosure of any reportable virtual currency transactions and all bartering transactions.
f. You will tell us about any reportable transactions or tax strategies. The IRS requires you to file certain disclosure statements regarding tax strategies and reportable transactions. Failure to disclose any of these transactions can result in significant penalties being imposed on you. When providing information to us, please verify and disclose if you were involved in a tax strategy or reportable transaction.
g. You will obtain the consent and approval of any joint filers on your returns. You will also ensure that any joint filer will receive a copy of, review, and approve any completed tax returns as complete and accurate. If you are filing returns with “married filing jointly” filing status, both spouses will be LZ Tax customers and subject to the terms of this Agreement.
h. You will maintain all required documentation to support your tax returns. You should retain all the documents, cancelled checks, and other data that form the basis of income and deductions. If you have provided original records to LZ Tax, we will return the original records upon completion of preparing your taxes, and it is your responsibility to retain and protect these original records for possible future use.
Additionally, certain deductions require strict documentation, such as travel and entertainment expenses, and expenses for business usage of automobiles, computers, and cell phones. If you are audited by the IRS, you may be asked for this documentation. In preparing your tax returns, we rely on your representation that you have complied with the documentation requirements and that you will maintain all documentation necessary to prove the accuracy and completeness of your returns to a taxing authority.
i. You will file your tax returns by mail if necessary. In the rare event that we cannot electronically transmit your tax return, you will be responsible for manually printing and signing the returns and mailing the return directly to the respective tax authority. You are responsible for ensuring your tax return is mailed in a timely manner. You will be responsible for paying for the postage or any other delivery costs connected with mailing your returns.
10. Foreign Account Reporting
The United States imposes reporting requirements with respect to persons having certain direct and indirect interests in a foreign bank account or other foreign financial assets. Failure to comply with these reporting requirements may result in substantial civil and criminal penalties. You are responsible for informing us of all foreign assets and we may determine that you are not eligible for our tax return services based on your situation with such foreign assets. If we prepare your individual income tax return, you will be responsible for filing any required foreign tax returns or required foreign account reporting, including FBAR Form 114. You, and not LZ Tax, assume all liability for any penalties associated with the failure to file, or untimely filing, of any of these forms.
11. Scope of Services
If you have purchased a product that includes having LZ Tax assist you with preparing an S-Corporation Election form to the IRS, your purchase includes the preparation of IRS Form 2553, including any attached statement that may be required. Once prepared, you will be provided with a copy of the prepared form and, if applicable, the attached statement.
In preparing your IRS Form 2553 and any attached statement, LZ Tax will rely on the information that you have previously provided to LegalZoom.com and LZ Tax. It is your responsibility to print the completed documents, ensure that the information contained on the documents is accurate, that all parties sign as necessary, and mail the documents to the IRS in a timely manner.
Fees, Payments, Cancellation and Termination
12. How and When Payments for Fixed Fee Products and Services Will be Collected
If you purchase a fixed fee product or service, like some of our tax preparation services, you will be charged in full at the time of your purchase. All payments connected to LZ Tax’s services will be collected by LegalZoom on LZ Tax’s behalf.
13. How and When Payments for Subscription Fee Products and Services Will be Collected
If you purchased a subscription product or service, you will be charged either monthly or annually, depending on the package you selected at the time of purchase. The length of time between when your subscription starts and when it renews (your “Subscription Term”) may be either a month or a year, depending on the option that you selected at the time of purchase.
By choosing a subscription product or service, you agree that LZ Tax and/or LegalZoom may store one or more payment methods for your account and you are authorizing LegalZoom to charge these payment methods on behalf of LZ Tax as explained in these terms. We may obtain automatic updates for any expiring credit cards you have provided.
Even if you do not use our products or services, you are responsible for paying the full cost of your subscription until you cancel your subscription or until it is otherwise terminated. How to cancel your subscription is explained in Section 14, How and When Services and Subscriptions can be Terminated or Cancelled.
a. Initial Subscription Term
Your Subscription Term begins as soon as your initial payment is processed. The date that your initial payment is processed will be considered your “Billing Date” and will be used to determine when your future payments are due.
If you have chosen to purchase an annual subscription that is paid monthly, you will continue to be billed monthly at the cost agreed to at the time of purchase for the entire year of your initial Subscription Term.
b. Auto-Renewal of your Subscription
Monthly Subscriptions: If you selected a monthly subscription, your subscription automatically renews each month without notice until you cancel.
Annual Subscriptions: If you selected an annual subscription, your subscription automatically renews each year. You may be sent a reminder email before your subscription renews. Unless required by law in the state where you reside, we are not obligated to provide this notice. If you do not receive a renewal reminder, or we fail to send a renewal reminder, you will still be required to pay for your subscription if you do not cancel the subscription prior to its renewal.
If you have purchased an annual subscription that is paid annually, (referred to as an “Annual plan, prepaid”), you will be responsible for paying the entire annual subscription cost when your subscription renews.
If you have purchased an annual subscription that is paid on a monthly basis, (referred to as an “Annual plan, paid monthly”), you will be responsible for paying all twelve monthly payments once your subscription has renewed. Your first monthly payment will be collected at the time of your subscription renewal.
c. Changes in the Cost of your Subscription
The cost of your subscription will be the same as the cost at the time of purchase, unless adjusted by LZ Tax. In the event of an adjustment, we will notify you in writing in advance of charging the new subscription cost. If you do not cancel your subscription prior to your next Subscription Term, you will be deemed to have accepted the adjusted fees for all future renewals.
d. Changes in your Billing Date
Unless you cancel your subscription, you will be automatically charged for the cost of your subscription on your Billing Date. If your purchase date is on the 29th through the 31st day of any month, your Billing Date for any payments due that in months with fewer days will fall on the last day of the month.
We may adjust your Billing Date and are not required to tell you in advance if we make an adjustment. If we adjust your Billing Date, this will be reflected by a charge to your account on a prorated basis according to the number of days that have passed since the Billing Date of your latest renewal charge.
e. Changes in your Subscription Term
LZ Tax offers subscriptions of various lengths. To the extent permitted by law, we may increase or decrease the length of your subscription term at our discretion by notifying you of the new subscription term at least 30 days before the beginning of your new subscription term. If you do not cancel your subscription, you will be deemed to have accepted the new subscription term moving forward.
14. How and When Services and Subscriptions can be Terminated or Cancelled
a. How and When You Can Terminate or Cancel Services or Subscriptions
You may examine these terms for ten days after you have received them. If during this period you decide that you are not satisfied with the terms, you may get a refund on any payments you have made, and these terms will be void.
If you have purchased a subscription from LZ Tax, you may cancel this subscription at any time by calling us at (855) 787-1239. You may also cancel online by logging into your LegalZoom.com account and cancelling in the “My Account” portal. After you have cancelled, your Subscription will remain active until the end of the then-current period.
You may also cancel or terminate your services or subscription in accordance with LegalZoom’s Satisfaction Guarantee.
b. How and When LZ Tax Can Terminate, Change, or Cancel Services or Subscriptions
We may cancel your subscription or stop providing you with products or services if you:
- Fail to pay as required and your payment is more than 15 days late;
- Fail to satisfy all Eligibility Requirements;
- Fail to provide us with information that we requested in a timely manner;
- Refuse to cooperate with our reasonable requests made to you;
- Refuse to permit any disclosure that we determine is reasonably required; or
- Misrepresent any facts or provided false documentation.
If we do not cancel your subscription or stop providing you with products and services after an event that could cause us to do so happens, we reserve our right to cancel your subscription or stop providing you with products and services in the future.
We may also cancel your subscription or stop providing you products or services, including imposing limits on features and services, or restricting access to all or part of your subscription, if:
- We need to do so in order to comply with any applicable professional standards, applicable laws or regulations; or
- We suspend or discontinue offering the subscription, product, or service.
We also may cancel your subscription or stop providing you products or services for any other reason, including for reasons not listed in this section.
You have the right to cancel your membership, if while exercising our rights we materially decrease the benefits of your subscription.
15. Payment Obligations and Refund Rights in the Event of Cancellation
If you cancel your order, you are only entitled to a refund as outlined in LegalZoom’s Satisfaction Guarantee. For subscriptions, you will not be entitled to a refund of payments made for any prior subscription period, even if you did not use the Services during prior subscription periods.
If LZ Tax cancels your order, your sole remedy will be a refund of the order for a fixed fee product, or a refund of any fees paid for the current subscription term.
16. Abandoned Orders
Other than as required by applicable law, you will have no right to cancel, request a cash refund or obtain store credit for any undelivered Quarterly Tax Estimate advice or Annual tax return preparation after the final date allowed for making a timely filing has passed , unless LZ Tax is at fault. You understand that even absent completing the filing, we are out of pocket time and money for undertaking the work and, at the time of purchase, both parties fully intend to complete the order. Abandoned orders will result in liquidated damages equal to the amount paid to LZ Tax for reimbursement of our commitment to service this order.
17. Indemnification and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF LZ TAX AND ITS AFFILIATES FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, LZ TAX AND ITS AFFILIATES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT. THE ABOVE LIMITATIONS APPLY EVEN IF LZ TAX AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF LZ TAX AND ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold LZ Tax and its affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). LZ Tax reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by LZ Tax in the defense of any Claims.
YOU UNDERSTAND THAT LZ TAX WILL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND IS NOT RESPONSIBLE FOR DISALLOWED DEDUCTIONS, OR THE INCLUSION OF ADDITIONAL UNREPORTED INCOME OR RESULTING TAXES, PENALTIES OR INTEREST.
LZ TAX SHALL NOT BE LIABLE FOR LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR RETURN, DELAY IN PREPARING YOUR TAX RETURN, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO LZ TAX, ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON.
LZ Tax will not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action.
18. Disclaimer of Warranties
YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LZ TAX AND ITS AFFILIATES, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
LZ TAX AND ITS AFFILIATES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
19. DISPUTE RESOLUTION BY BINDING ARBITRATION
(a) LZ Tax and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:
- claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;
- claims that arose before these or any prior agreements between LZ Tax and you (including, but not limited to, claims relating to advertising);
- claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
- claims that may arise after the termination of this Agreement.
For the purposes of these Arbitration Terms, references to "LZ Tax," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, employers, business partners, shareholders, members, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under this Agreement or any prior agreements between us.
Notwithstanding the foregoing, either party may bring an individual action in small claims court. These Arbitration Terms do not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and LZ Tax are each waiving the right to a trial by jury or to participate in a class action. These Arbitration Terms will survive termination of this Agreement.
(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute ("Notice") to the other party. A Notice to LZ Tax should be addressed to: Notice of Dispute, General Counsel, LegalZoom.com, Inc., 101 North Brand Blvd., 11th Floor, Glendale, CA 91203 (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If LZ Tax and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or LZ Tax may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by LZ Tax or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or LZ Tax is entitled.
You may download or copy a form to initiate arbitration from the American Arbitration Association (“the AAA”) website at www.adr.org.
(c) After LZ Tax receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than $75,000. (Currently, the filing fee for consumer-initiated arbitrations is $200, but this is subject to change by the arbitration provider. If you are unable to pay this fee, LZ Tax will pay it directly after receiving a written request at the Notice Address.) The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association, as modified by this Agreement, for all claims under $75,000, and the applicable rules as determined by the AAA for all claims of or above $75,000, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the Arbitration Terms. All issues are for the arbitrator to decide, except that issues relating to the scope, enforceability, and interpretation of the arbitration provision and the scope, enforceability, and interpretation of paragraph (f) are for the court to decide. Unless LZ Tax and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your contact address. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If you choose to proceed either in person or by telephone, we may choose to respond only by telephone or submission. If your claim exceeds $10,000, the AAA Rules will determine whether you have a right to a hearing. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which LZ Tax was a party. Except as otherwise provided for herein, LZ Tax will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. In such case, you agree to reimburse LZ Tax for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. In addition, if you initiate an arbitration in which you seek relief valued at more than $75,000 (excluding attorney’s fees and expenses), the payment of these fees will be governed by the AAA rules.
(d) For claims under $75,000, if, after finding in your favor in any respect on the merits of your claim, the arbitrator issues you an award that is greater than the value of LZ Tax's last written settlement offer made before an arbitrator was selected, then LZ Tax will:
- pay you either the amount of the award or $2,000 ("the alternative payment"), whichever is greater; and
- pay your attorney, if any, the amount of attorney's fees, and reimburse any expenses (including expert witness fees and costs), that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration (the "attorney's payment").
If LZ Tax did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney's fees, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney's fees at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. In assessing whether an award that includes attorney’s fees or expenses is greater than the value of LZ Tax’s last written settlement offer, the arbitrator shall include in his or her calculations only the value of any attorney’s fees or expenses you reasonably incurred in connection with the arbitration proceeding before LZ Tax’s settlement offer.
(e) The right to attorney's fees and expenses discussed in paragraph (d) supplements any right to attorney's fees and expenses you may have under applicable law. Thus, if you would be entitled to a larger amount under applicable law, this provision does not preclude the arbitrator from awarding you that amount. However, you may not recover duplicative awards of attorney's fees or costs. Although under some laws LZ Tax may have a right to an award of attorney's fees and expenses if it prevails in an arbitration proceeding, LZ Tax will not seek such an award for claims under $75,000.
(f) The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND LZ TAX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. Further, unless both you and LZ Tax agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither you nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(g) If the amount in dispute exceeds $75,000 or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal.
Other Important Details
You may not assign your rights under these terms to any other person or entity else without LZ Tax’s written permission. To request permission to assign your rights, please email firstname.lastname@example.org. Any assignment made without our written permission will be void.
We may assign our rights under these terms to other individuals or entities at our sole discretion.
21. Non-Certified Public Accountant (“CPA”) Owner Notice Requirement
LZ Tax employs professionals who hold CPA licenses, as well as professionals who are not licensed CPAs. Depending on the nature of the Services being provided, non-CPA professionals may be involved in providing certain services.
22. Use of Subcontractors
There may be times when we choose to engage the help of other companies and people, including independent contractors and affiliates of LZ Tax (collectively “Subcontractors”). We may engage Subcontractors without asking for your consent. However, before we engage any Subcontractors to provide services to you, we will ensure that the Subcontractor has agreed to be bound by the material terms of the Agreement.
If we engage any Subcontractors to assist with providing services to you, we will remain responsible for the services you receive and that we will supervise the work of the Subcontractor to ensure the work they perform meets the applicable professional standards. Additionally, this Agreement will continue to apply to services provided by any Subcontractors.
23. Changes to our Products, Services, and These Terms
We reserve the right in our sole and absolute discretion to make changes to how we operate and provide our products and services, including adding new products services, modifying existing services, or suspending, discontinuing, or terminating your access to any or all portions of our services.
We also reserve the right to modify these terms, in our sole discretion, at any time, and the modifications will be effective when posted our website or when we notify you by other means. It is important that you review these terms whenever we modify them because your continued use of our products or services indicates your agreement to the modifications.
24. Ownership of Work Papers
We may produce internal documentation to substantiate our services (the “Work Papers”). Any Work Papers prepared pursuant to this Agreement are the property of LZ Tax. Such Work Papers constitute confidential, proprietary, and trade secret information, and will be retained by us in accordance with our policies and procedures and all applicable laws.
25. Governing Law
These terms are governed by the laws of the State of California, excluding conflicts of law provisions.
If any portion of these terms are found to be void, invalid, or otherwise unenforceable in whole or in part, for any reason whatsoever, that portion of the terms will be amended to the minimum extent required to make the provision enforceable and the remaining portions of these terms shall remain in full force and effect.
27. Entire Agreement
This Agreement sets forth the entire agreement between us and supersedes all prior agreements, negotiations, or understandings, whether oral or written