1. Introduction
1.1. These Annual Compliance Services Terms of Service (these “Annual Compliance Terms”) outline the obligations and rights between Tailor Brands and its affiliates (“Tailor Brands”, “we”, “our”, “us”) and you and your legal entity (where applicable) as our customer (“you”, “your”) regarding our annual state compliance services and annual federal compliance services, as set forth below (collectively, the “Annual Compliance Services”). All Annual Compliance Services are made available and administered through Tailor Brand’s proprietary AI-powered platform operated by or on behalf of Tailor Brands or one of its affiliates (the “Platform”). All use of the Platform shall be subject to the Platform terms of use available at https://www.tailorbrands.com/tos (the “General Terms”, and collectively with these Annual Compliance Terms, the “Agreement”) and you hereby agree and acknowledge your acceptance of the General Terms. In the event of any conflict between the General Terms and these Annual Compliance Terms, the terms of these Annual Compliance Terms shall govern but solely with respect to the Annual Compliance Services. For clarity, the Annual Compliance Services constitute part of the Services as defined in the General Terms.
1.2. For purposes of these Annual Compliance Terms, “you” refers to you as the user of the Annual Compliance Services. If the individual accepting these Annual Compliance Terms is acting on behalf of an entity, such individual represents and warrants that they have the right, power and authority to act on behalf of and bind such entity.
1.3. The Annual Compliance Services may be sold as a standalone product or bundled with other Tailor Brands services, products, and/or packages at our sole discretion. The other Tailor Brands services, products and/or packages may be subject to additional terms and conditions and your use of such other services, products and/or packages will be subject to such additional terms and conditions as are made available on the Platform.
1.4. For any queries or further details, please contact our support team at [email protected].
2. Description and Scope of Annual Compliance Services
2.1. The Annual Compliance Services include the preparation and filing of necessary documents required by the relevant federal and state authorities to help keep your legal entity in compliance. Annual Compliance Service options include the submission of relevant reports (as offered by Tailor Brands) to state authorities, or updates in relation to reports, where and as applicable (the “Annual State Compliance Service”), based on the information provided by you or otherwise available in our records, and the submission of federal reports to federal authorities (as offered by Tailor Brands), such as reports to the Financial Crimes Enforcement Network (FinCEN), or updates in relation to such reports, where and as applicable (the “Annual Federal Compliance Service”). The prices for such services are determined on a case-by-case basis and are subject to change.
2.2. To provide you with the Annual State Compliance Service and/or the Annual Federal Compliance Service, we may collect (or our business partners may collect) relevant information to prepare the reports on your behalf. We may contact you, at our discretion, to review, update, and approve certain information, and to timely pay any applicable state or federal fees as instructed by us. You must promptly provide accurate and up-to-date information to us, obtain all third-party consents where needed, and inform us regarding any changes or updates without undue delay. You acknowledge, agree, and consent to our signing paperwork, electronically or in writing, in your name and on your behalf, or in our name (including our personnel), at our sole discretion, as the ‘submitter’ of the report or under a similar title, as applicable.
2.3. In certain cases, we may require additional information from you in order to provide the Annual Compliance Services, such as an EIN number (if not purchased through our Platform), your business’s NAICS code, main business activities, and other relevant information necessary for completing compliance obligations. You hereby agree that in such cases, your prompt response is required in order to complete required filing to the state. Failure by you to provide the required information on time may result in failure to provide the Annual Compliance Services, and be subject to penalties and late fees which shall be your sole responsibility.
2.4. In certain cases, we may use publicly available information about you that we already have on record in order to provide the Annual Compliance Services. You hereby agree in such cases, we have the right to use such publicly available information which may be revised by you upon your review.
3. User Responsibilities, Certification, and Authorization
3.1. You confirm that all information provided by you to Tailor Brands for the purpose of the Annual Compliance Services is accurate, complete, and up-to-date. You authorize Tailor Brands to use this information to prepare and file your reports or other relevant compliance documents as required by federal, state, county, or local regulations, within the scope of the Annual Compliance Services. It is your sole responsibility to promptly notify us of any changes to your business information. Failure to do so may result in non-compliance with filing requirements and may subject you to penalties, fees, or other administrative issues.
3.2. By using our Annual Compliance Services, you certify that Tailor Brands is authorized to request access to your accounts on your behalf or on behalf of your legal entity. In certain states, a declaration may be required to access the relevant account, stating: “I hereby certify the account from which I am requesting access is my account, an authorized account for an employee of this entity, or the account of an authorized third-party preparer for the entity”. You hereby authorize us to make such declarations on your behalf, to sign where necessary, and to act as your authorized third-party representative to complete the Annual Compliance Services.
4. Fees, Additional Costs, and State Charges
4.1. You agree that Tailor Brands may charge you for any state fees, filing fees, or other fees required for providing the Annual Compliance Services. These may include, but are not limited to, penalties, late fees, and additional costs incurred due to delays or inaccuracies in the information you provide. You acknowledge that fees may be subject to change by the state or relevant authorities due to changes in tax laws, legal obligations, or other regulatory requirements. Unless otherwise noted, the fees may include various mandatory or applicable federal and state administrative charges, and other transactional costs incurred on your behalf. All payments and fees under these Annual Compliance Terms are non-refundable (other than subject to Section 6.2) and non-cancellable, to the maximum extent permitted by law.
4.2. In the event of late filing due to delays in the information provided by you or other circumstances beyond our control, you may incur additional fees and penalties imposed by the relevant authorities. You agree to cover these extra fees and penalties. Moreover, governmental fees, including but not limited to state filing fees, taxes, and other charges, may change due to the tax and legal obligations applicable to your legal entity. You are responsible for any such changes in fees that may occur during the provision of our services. You hereby further agree that we will charge you for any late filing fees, penalties, reinstatement fees and such other fees (including processing fees), required for the provision of the Annual Compliance Services.
5. Disclaimers
5.1. While our Annual Compliance Services aim to assist you in meeting your compliance obligations, we do not guarantee that your legal entity will be compliant with all applicable regulations. Compliance requirements may change, and it is your responsibility to stay informed of and adhere to all such requirements. Tailor Brands is not responsible for any penalties, fines, or damages resulting from non-compliance, whether due to reliance on the Annual Compliance Services provided or otherwise.
5.2. You are responsible for ensuring that all information provided to Tailor Brands is accurate, complete, and up-to-date. Tailor Brands shall not be liable for any penalties, fees, or other costs incurred due to non-compliance resulting from inaccurate or incomplete information provided by you or delays in updating such information.
6. Cancellation and Termination
6.1. You may cancel the Annual Compliance Services at any time through your Platform account or by sending an email [email protected]. Upon cancellation by you, we shall cease providing the Annual Compliance Services immediately.
6.2. Tailor Brands reserves the right to terminate your access to the Annual Compliance Services at any time at our sole discretion. Where required by applicable state law, our termination will be subject to prior written notice. Reasons for termination may include your breach of this Agreement, non-payment or other unlawful or harmful activity by you. In the event of termination by us, as your sole remedy, and provided that you have complied with the terms and conditions herein, we will refund any prepaid fees specifically related to the Annual Compliance Services.
7. Amendments
7.1. From time to time, we may update these Annual Compliance Terms. We will send you an email message or post a notice on the Platform, thirty (30) days before our updated Annual Compliance Terms take effect, unless the update includes non-material changes (non-material changes will be effective immediately and without a notice), and except in urgent situations such as preventing fraud, compliance with applicable law, or addressing security and operability issues (which will be effective as soon as required, at our sole discretion). If you object to any changes, you may terminate your use of the Annual Compliance Services, in accordance with the terms of these Annual Compliance Terms. By continuing to use the Annual Compliance Services after the updated Annual Compliance Terms take effect, you signify your agreement to the updated Annual Compliance Terms, unless applicable law requires us otherwise.
Last Updated: December 1, 2024
Effective as of: January 1, 2025
Terms of Service until December 31, 2024
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