Platform Terms of Service (TOS)

PLEASE READ THESE Platform Terms of Services (“Platform TOS” or “TOS”) carefully.

These Platform TOS form (or are a part of) your “Agreement” with Scriba Tax AI LLC (“Scriba” or “we” or “us”) and apply to all access and use of our platform, software, and related tools and information (collectively, the “Platform Services”).

If you have executed a Customer Onboarding Form with us, that document and these TOS form your Agreement with us, in addition to any other applicable documents referenced in that Customer Onboarding Form.

If you are a third-party tax preparer or representative of a Scriba customer, you agree that your access and use of the Platform Services are subject to these TOS and are being used solely to support that customer.

Scriba is willing to permit you to access and use the Platform Services only if you accept all the terms and conditions contained in these TOS. If you execute a Customer Onboarding Form, click on an “I accept” button, or use the Platform Services, you are indicating that you understand and agree to these TOS. If you are accepting these TOS on behalf of a company or other legal entity, you represent that you have the authority to bind that company or other legal entity to the terms of these TOS, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all the terms and conditions of these TOS, then Scriba is unwilling to permit you to use the Platform Services.

1. Use of Platform Services

‍Subject to your compliance with the Agreement, Scriba hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform Services in accordance with our documentation and policies. Scriba owns all right, title, and interest in and to the Platform Services, including all intellectual property rights therein. You will not acquire any rights or licenses in the Platform Services or in any Scriba intellectual property rights on account of these TOS. You hereby authorize Scriba and grant Scriba all rights necessary to provide the Platform Services as contemplated under the Agreement. You expressly authorize Scriba to access and use all information you provide to us (or otherwise gathered about you) to facilitate our performance of the Platform Services, including provision and distribution of such information to your designated tax preparer, and to improve our Platform Services through artificial intelligence and machine learning.

2. No Legal or Regulated Advice

‍‍You agree that the Platform Services do not provide or include any legal or investment advice, professionally regulated service or filing, or tax, estate or investment planning advice. The Platform Services are designed to gather information and assemble information to assist in tax preparation and filings; the Platform Services, and outputs from such Platform Services, need to be validated and confirmed by you and reviewed, processed, and finalized by your designated tax preparer.

3. Feedback

‍If you provide Scriba with feedback, comments, and suggestions for improvements to the Platform Services (collectively, “Feedback”), you acknowledge and agree that all Feedback will be the sole and exclusive property of Scriba, and Scriba shall be entitled to the unrestricted use and dissemination of the Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

4. Data Rights

Subject to applicable laws and regulations, Scriba may: (i) compile aggregated and/or de-identified information in connection with providing the Platform Services, provided that such information cannot reasonably be used to identify you (“Aggregated and/or De-Identified Data”); and (ii) use such Aggregated and/or De-Identified Data for any lawful purposes, including platform and service improvements. Scriba may also use information and data relating to you for training and improving the Platform Services, including algorithms and models relating to the Platform Services, and you agree and acknowledge that Scriba solely and exclusively owns such algorithms, models, and improvements thereto.  The foregoing shall not apply to your tax return information we receive in connection with our Tax Prep Services unless you provide additional optional authorizations as may be requested in connection with the Tax Prep Services .

5. Record Keeping Access

‍By providing or uploading any information or documentation to the Platform Services, you hereby consent to Scriba analyzing, accessing, using, and disclosing such information and documentation as needed to provide you (and your tax preparer) with the Platform Services. You are solely responsible for the accuracy and completeness of your tax records and information. You represent that all the information you provide to Scriba is true and accurate and that you have the right to share the information with Scriba and grant Scriba the right to use such information as contemplated by the Agreement. Scriba has no duty to keep or maintain any of your information or documentation, or keep such information or documentation accurate, uncorrupted, or error-free. Accordingly, you have the sole responsibility for ensuring you retain and maintain in your possession all your financial and non-financial information, data, and records.

6. Term

‍The Agreement will remain in effect until terminated. You may terminate the Agreement at any time by notifying Scriba that you no longer desire to use the Platform Services. Scriba may terminate the Agreement with or without notice, at any time and for any reason. The Agreement will automatically terminate without notice if you breach any term of the Agreement. Any fees identified on a Customer Onboarding Form are subject to change for subsequent tax years at Scriba’s sole discretion. You may terminate if you do not agree to such fee change by providing Scriba timely notice of such termination in accordance with the Platform Services functions and features.

7. Disclaimer and Indemnification

‍The Platform Services and related data, information, and content generated by the Platform Services may contain errors or omission and are provided “AS IS” and “AS AVAILABLE”. Be sure to validate all data, information, and content before relying on it. You will indemnify Scriba for any reliance on such information or your failure to validate such data, information, or content. SCRIBA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Scriba makes no representations or warranties regarding the accuracy or suitability of the Platform Services or related information or content for your or any intended requirements or purposes.

8. Fees

‍You will timely pay the applicable fees identified on the Customer Onboarding Form (or published by us on the Platform Services if not otherwise stated). Fees are subject to change by us for future tax years.

9. Confidentiality and Privacy

“Confidential Information” means: (a) the Platform Services, including any Feedback that you provide to Scriba; (b) any Scriba business or technical information that is disclosed to you in connection with the Agreement, including, but not limited to, any information relating to Scriba’s plans, designs, costs, prices, finances, marketing plans, personnel, or research and development; and (c) your confidential or personal information provided to us by you. Confidential Information excludes any information that: (i) is or becomes generally known to the public other than as a result of your breach of the Agreement; (ii) is rightfully known at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed; or (iv) is rightfully obtained from a third party, who has the right to disclose it and who discloses it without restrictions on use or disclosure. You will maintain all of our Confidential Information in strict confidence and will not disclose our Confidential Information to any third party or use it for any purpose other than to receive the Platform Services or as expressly contemplated in the Agreement. We will use commercially reasonable efforts to maintain all of your Confidential Information in confidence and will not disclose your Confidential Information to any third party other than as necessary to perform our obligations (e.g., disclosures to your designated tax preparer) or exercise our rights under the Agreement.

Your privacy is very important to us. Please review our Privacy Policy (which can be found at scriba.tax/privacy-policy to understand how we collect, use, and share your personal information with others.

10. Limitation of Liability

‍IN NO EVENT WILL SCRIBA (OR ITS AFFILIATES, SUBCONTRACTORS, OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE USE OR PERFORMANCE OF THE PLATFORM SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; SCRIBA’S (AND ITS AFFILIATES’, SUBCONTRACTORS’, AND LICENSORS’) AGGREGATE LIABILITY RELATING TO THE PLATFORM SERVICES, THESE TOS, OR THE AGREEMENT (OR ANY RELIANCE ON THE PLATFORM SERVICES AND RELATED INFORMATION) WILL NOT EXCEED THE AMOUNTS PAID TO SCRIBA DURING THE THEN CURRENT YEAR RELATING TO THE LIABILITY (OR $100 IF NOT OTHERWISE SPECIFIED). THESE LIMITATIONS OF LIABILITY APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND MAY NOT BE APPLICABLE TO CUSTOMERS IN ALL STATES UNDER APPLICABLE LAW OR IN CONNECTION WITH PROVEN WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

11. General

‍The Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to or application of its conflicts of law rules or principles. Any legal action or proceeding arising under the Agreement will be brought exclusively in the federal or state courts located in Austin, Texas and each of you and Scriba irrevocably consents to the personal jurisdiction and venue therein, and WAIVE ANY RIGHTS TO A JURY TRIAL, to the extent permitted by law. You may not assign the Agreement or any rights granted hereunder, by operation of law or otherwise, without Scriba’s prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. The failure by Scriba to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification, or amendment of any provision of the Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of the Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible (or revised to comply with law) and the other provisions will remain in full force and effect. The Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings, or communications between the parties, oral or written, regarding its subject matter. These TOS may be updated from time to time by Scriba as published on Scriba’s website at www.scriba.tax , and such updates will be binding on you for any subsequent tax years.