6. Responsibility for User-Generated Content Posted on or Through this Site, You are responsible for User-Generated Content that you provide to the Site. The term “User-Generated Content” refers to all of the Content that you post on or through this Site using the user interface and related tools we make available to you. You, not SRBC, are entirely responsible for all User-Generated Content that you post, and we will rely on such User-Generated content in providing reports, evaluations, summaries and other work product (collectively, “Deliverables”) to you. Therefore, it is extremely important that you confirm the accuracy of all User-Generated Content you post to the Site. You should also insure that all User-Generated Content you post to the Site does not violate any obligation of confidentiality which is applicable to you, or the rights of others. Because we do not control the User-Generated Content posted on or through this Site, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of that User-Generated Content. We are not liable for any loss or damage of any kind you claim was incurred as a result of the use of any User-Generated Content posted, transmitted or otherwise made available on or through this Site.
You own User-Generated Content, but we may use it in order to provide the Deliverables. You own the copyright in any original User-Generated Content you post. We do not claim any copyrights in User-Generated Content. However, by using this Site you are granting us and our affiliates, vendors, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sub-licensees) to use, copy, modify, remove, and retain User-Generated Content you post in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same, in all cases, for purposes of providing the Deliverables to you. For this reason, we ask that you not post any User-Generated Content that you do not wish to license to us, including any confidential information or product ideas. This specifically applies to confidential and sensitive information concerning your employees, such as social security numbers, addresses, telephone numbers, e-mail addresses, ages and related biographical information. We will never request you to post such confidential and sensitive information about you or your employees, and you hereby indemnify and hold SRBC harmless from and against all costs, claims, expenses, costs of investigation, compliance and other expenses (including without limitation attorney’s fees) incurred by us or our employees, agents successors and assigns arising from or relating to your posting of any such confidential or sensitive information.
7. Trademarks. The SRBC names and logos, all product and service names, all custom graphics, all button icons, and all trademarks, service marks and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of SRB Capital, LLC (the “SRBC Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use the SRBC Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Site without the prior written permission of such owners. The use or misuse of the SRBC Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.
8. Your Obligations. In consideration of your use of this Site, you agree that to the extent you provide Personal Information to SRBC it will be true, accurate, current, and complete and that you will update all Personal Information as necessary. If you submit an application for an estimate through the Site, you agree that it and any supporting contents will be true, accurate, current, and complete. You agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, malware, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited. We reserve all rights and remedies available to us.
9. Disclaimers. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON, OR PROMOTED THROUGHTHIS SITE. THIS SITE AND ALL OF ITS CONTENT (INCLUDING USER-GENERATED CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS ORWARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SRBC, ITS AFFILIATES, AND ITS SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE ORPROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SRBC, ITS AFFILIATES, AND ITS SERVICE PROVIDERS AND LICENSORS DISCLAIM ALLREPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OF THIS SITE IS ACCURATE, COMPLETE ORCURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION ORERROR.
WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL ORPART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR ANY PRODUCT, SERVICE OR OTHER DELIVERABLES PROVIDED BY SRBC. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.
IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID ORUNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASEDPARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN DOLLARS ($10.00).
12. Modification and Discontinuation. We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.
13. Not Professional Advice. This Site and the Deliverables generated by us using this Site do not constitute tax advice, legal advice, financial advice or other professional advice. You must consult your relevant professional advisor with respect to all or any portion of the Deliverables and your qualification for ERTC and other governmental programs and incentives. At no time is an attorney-client relationship or any other special relationship created between you and SRBC or any employee or other person associated with SRBC, and any information you provide to us is not protected by accountant or tax professional – client privilege. SRBC makes no representations or warranties as to the accuracy of any of the Deliverables. The Deliverables are intended to support your ERTC application and/or your other application for governmental programs or incentives, after careful consideration, confirmation and seeking suitable and complete advice from all relevant professionals who you engage separately from SRBC. All of the Deliverables are for information purposes only, and they are not guaranteed to be correct, complete or up-to-date.
Terms of Service:
The following Terms of Service govern the provision of the Deliverables and all related services by SRBC to you in the event that you elect to purchase such Deliverables and services after completing an application for an estimate.
1. User Name and Password. You must open an account with us to use the services provided through this Site. During the registration process, we will ask you for a contact name and other personal information and will issue you a unique user name and password. You are responsible to safeguard the confidentiality of your user name and password. If you misplace your user name and password, you may request your user name and/or request a password reset using the security questions answered by you during the registration process. You will provide us with an e-mail or mobile phone number for purposes of authenticating your identity for such purposes. In doing so, you hereby grant us permission to send you text messages and/or e-mails to such e-mail address and/or mobile phone numbers for such purposes. You are fully-responsible for all activity that occurs under your account, including access to such information by persons to whom you have granted access to your account access credentials. We reserve the right to suspend or terminate the account of any user who provides inaccurate, untrue or incomplete information, or who fails to comply with the account registration requirements.
3. Fees and Charges. Our compensation for providing deliverables, consisting of a Compliance Report based on User-Generated Content submitted by you, will be a percentage of the calculated ERC Refund, as outlined in your Engagement Letter. Such compensation shall be payable by submitting a debit card/credit card authorization, Paypal account authorization or other electronic payment authorized by us, prior to our delivery of the final Report. By submitting such payment information, you authorize us, or our designated third-party provider, to charge your debit card, credit card or other authorized payment method for the entire amount of the fees and charges incurred in connection with your use of the services provided by us. You agree to pay all charges incurred by users of your credit card, debit card or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with our services at the prices then in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to such purchases, transactions or other monetary transaction interactions, in addition to our stated fees and charges. Our payment dialogue will generate a confirmation e-mail evidencing your successful payment of our fees and charges. Such e-mail will constitute your receipt for payment confirmation purposes.
If we cannot collect applicable fees and charges due to credit limits on your credit card or for any other reason, or if you authorize electronic payment, and we cannot collect amounts due to insufficient funds in your account or any other reason, you must pay the amount due immediately in order to receive the Deliverables. We are not obligated to provide any Deliverables until we have received full payment of fees and charges from you.
4. Partial Refunds. After you have received your Compliance Report and submitted your correctly-completed ERTC application to the applicable governmental authorities, in the event that your completed, successfully-submitted application does not result in at least five hundred dollars ($500) per employee in ERTC or comparable governmental incentives, we will, upon application by you using our then-current application and validation procedures, refund to you, the entire amount of the compensation paid by you and actually received by us. Refunds will generally be processed and paid within ninety (90) days of receipt of your refund application, together with all supporting documentation requested by us, through our then-current application and validation procedures. We will not be refund any amounts ON ACCOUNT OF your failure to qualify for ERTC or similar governmental incentives based on invalid, incorrect or incomplete User-Generated Content.
5. Computational Errors. In the event that our Deliverables contain computational errors or other errors or omissions based on our interpretation of User-Generated Content, we will, upon notice from you, exercise reasonable efforts to address and resolve those errors at no additional charge to you. In the event that your application is not successful on account of such computational errors, we will not refund your consideration relative to such application. Instead, we will exercise reasonable efforts to provide you with corrected Deliverables so that you may re-apply.
6. Records Retention. We will retain all User-Generated Content, calculations and related materials used by us in preparing the Deliverables for a period of four calendar years from and after our production of a final Compliance Report to you. You should retain all records relating to User-Generated Content submitted to us by you which is associated with your application (including pertinent governmental orders impacting your business). Current governmental regulations require you to maintain complete records associated with your ERTC application for a period of four years from and after submission of such application. Upon the expiration of the above-referenced four-year retention period, we will generate an e-mail notice to the e-mail address that you provided during the registration process for purposes of notifying you of our intention to delete such records from our file system. Upon receipt of such notice, you may request archival copies of such information by providing your user name and password to us, and complying with our then-applicable records request procedures. We will be permitted to delete all such information from our system within two additional months after delivery of such notice (whether or not you request copies of such records).
7. Disclaimers. You assume full responsibility for the use of the Deliverables to achieve your intended purposes and for verifying the results obtained from use of the Deliverables. We disclaim any warranty that the functions underlying the Deliverables will meet your requirements or that the Deliverables will be uninterrupted or error free. Your use of the Deliverables is at your sole risk. The Deliverables are provided “as is” and “as available” without warranties of any kind. SRBC does not represent or warrant that the Deliverables are accurate, complete, reliable, current or error-free. While SRBC will make calculations based on your User-Generated Content as accurately and precisely as possible, it is your responsibility to check for accuracy. SRBC is not your accountant, tax advisor, lawyer or other professional advisor. It is recommended that you consult a tax professional to verify your entitlement to ERTC or other governmental subsidies and in connection with your submission of any application to same to any applicable governmental authorities.
You provide us your data at your own risk and consent to have it processed by us for purposes of producing the Deliverables in the United States. We have implemented commercially-reasonable technical and organizational measures designed to secure your personal information (currently, TLS encryption) from accidental loss and from unauthorized access, use alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You agree that you provide your personal information and other data provided to us at your own risk.
Effective Date of these Terms of Service: March 1st, 2021