Last updated: 11 July 2025

These Terms of Service ("Terms") govern your access to and use of the website, web application, and related services offered by ReclaimlyTax, Inc. ("**ReclaimlyTax," "we," "our," or "us"). By creating an account, clicking “I agree,” or otherwise using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity; in that case, "you" or "your" refers to that entity.

Important: ReclaimlyTax is not a law firm and does not provide legal advice. All tax‑related services are delivered in collaboration with independently licensed CPAs pursuant to applicable professional regulations.

1.  Definitions

• “Services” means the website, dashboards, audit questionnaires, document‑generation tools, e‑filing workflows, and any other products or services we make available.
• “Content” means text, data, files, documents, and other materials uploaded, entered, or otherwise provided by you.
• “Output” means refund estimates, draft tax forms, analytics, and other results generated by the Services.
• “Professional Partner” means any licensed CPA, attorney, or other regulated professional engaged by ReclaimlyTax to review or file tax claims on your behalf.
• “IRS” includes the United States Internal Revenue Service and any equivalent state or local revenue agency.

2.  Eligibility & Account Registration

You must be at least 18 years old and legally able to form binding contracts. You agree to provide accurate, current, and complete information during registration and keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

3.  License & Restrictions

Subject to these Terms, we grant you a limited, non‑exclusive, non‑transferable, revocable license to access and use the Services solely for your internal business purposes. You may not:

1. Copy, modify, or create derivative works based on the Services.
2. Reverse‑engineer, decompile, or disassemble any part of the Services.
3. Use the Services to violate law or infringe third‑party rights.
4. Interfere with security‑related features or bypass access controls.
5. Resell, sublicense, or provide the Services to third parties without our prior written consent.

4.  Your Responsibilities

• Accuracy of Information. You warrant that all Content you provide is accurate and complete to the best of your knowledge. Misstatements or omissions may affect refund eligibility and expose you to penalties.
• Authorization. You grant ReclaimlyTax and its Professional Partners a limited power of attorney to prepare, sign, and file tax forms or amended returns solely for the purpose of claiming applicable credits.
• Compliance. You remain solely responsible for maintaining adequate records and for complying with all applicable tax laws.

5.  Fees & Payment

5.1 Contingent Fee

Unless otherwise agreed in writing, our standard fee is 20 percent of the net cash benefit actually received by you from each tax credit claim we file. No upfront payment is required.

5.2 Subscription Fees

Optional monitoring or analytics features may carry recurring fees disclosed at checkout. Subscription fees are billed in advance and are non‑refundable unless required by law.

5.3 Payment Method

You authorize us to debit fees via ACH, credit card, or invoice upon receipt of refund proceeds. If the IRS applies refunds to back taxes or other liabilities, our fee is still due within 30 days of the IRS notice date.

6.  Refund Estimates & Disclaimers

All refund estimates are non‑binding projections based on the information you provide. The IRS and state agencies make final determinations; actual refunds may differ. We do not guarantee that any claim will be accepted or any refund issued.

7.  Intellectual Property

ReclaimlyTax retains all right, title, and interest in the Services and related intellectual property. These Terms grant no ownership rights to you. You retain ownership of your Content. By submitting Content, you grant us and our Professional Partners a worldwide, royalty‑free license to use, reproduce, and modify the Content solely to provide the Services.

8.  Confidentiality

We will not disclose your confidential information except (a) to provide the Services; (b) as required by law or court order; or (c) with your written consent. “Confidential information” excludes information that is or becomes public other than through breach of this section.

9.  Data Privacy

Our collection and use of personal data is governed by our Privacy Policy. By using the Services, you consent to the processing described therein.

10.  Term & Termination

These Terms begin when you create an account and continue until terminated. You may terminate at any time by closing your account and paying all outstanding fees. We may suspend or terminate your access if you breach these Terms, fail to pay fees, or engage in unlawful conduct. Sections 5–14 survive termination.

11.  Warranties & Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement. We do not warrant that the Services will be uninterrupted, secure, or error‑free.

12.  Limitation of Liability

To the maximum extent permitted by law, ReclaimlyTax’s total liability arising out of or related to the Services will not exceed the total fees paid or payable by you to us in the twelve months preceding the event giving rise to liability. In no event will ReclaimlyTax be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or data, even if advised of the possibility.

Some jurisdictions do not allow limitations on implied warranties or certain damages; in such cases, the above limitations apply to the greatest extent permitted by law.

13.  Indemnification

You agree to indemnify and hold ReclaimlyTax, its officers, directors, employees, and Professional Partners harmless from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of your: (a) violation of these Terms, (b) inaccurate or incomplete Content, or (c) violation of applicable laws.

14.  Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Delaware, excluding its conflict‑of‑law rules. Any dispute arising under these Terms will be resolved through binding arbitration in San Francisco, California, under the Commercial Arbitration Rules of the American Arbitration Association. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

15.  Miscellaneous

• Entire Agreement. These Terms and the Privacy Policy constitute the entire agreement between the parties and supersede all prior agreements.
• Amendments. We may modify these Terms by posting an updated version on our site. Material changes will be effective 30 days after posting. Continued use after that date constitutes acceptance.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Waiver & Severability. Failure to enforce a provision is not a waiver. If any provision is held invalid, the remaining provisions will remain in force.
• Notices. Legal notices must be emailed to legal@reclaimlytax.com and sent by certified mail to our registered address.

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