Terms of Service | 1099-Prep

By accessing or using the 1099-prep.com site, including any applets, software, and content contained therein, you understand and agree that use of the Site is entirely at your own risk. THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS OR USE, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE. SPECIFICALLY, TO THE EXTENT PERMITTED BY LAW, 1099-PREP LLC, MARCUM LLP, MARCUM TECHNOLOGY LLC AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES AND LICENSORS (collectively “MARCUM”) DO NOT WARRANT OR REPRESENT AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, TIMELINESS, RELIABILITY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES, AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED, WHETHER DIRECTLY OR INDIRECTLY, BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER THEORY OF LIABILITY OR CAUSE OF ACTION.

NEITHER MARCUM NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, LICENSORS, SITE CO-BRANDING PROVIDERS OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO USE OF OR ACCESS TO SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY OR REPRESENTATION. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, MARCUM’S AND THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, ASSIGNS, AFFILIATES, SITE CO-BRANDING PROVIDERS AND CONTENT, SERVICE OR OTHER PROVIDERS’ RESPECTIVE LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH STATE LAW.

MARCUM is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing at this Site and is the copyright owner or licensee of the content and/or information on this Site including, but not limited to, any screens appearing at this Site. You may not download and/or save a copy of any of the screens except as otherwise provided in these Terms of Service, for any purpose. However, you may print a copy of the information on this Site for your personal use or records. If you make other use of this Site, except as otherwise provided in these Terms of Service, you may violate copyright and other laws of the United States, other countries, as well as applicable state and local laws and may be subject to penalties and fines. Marcum does not grant any license, consent or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Site. Marcum Technology reserves the right, in its sole discretion, to change any content or information on this Site and may, at any time, revise or delete features or other content or information without prior notice. Clicking on certain links within this Site might direct you to other sites for which Marcum assumes no responsibility or liability of any kind for the content, availability or otherwise. (See “Links from and to this Site” below.) The content presented at this Site may vary depending upon your browser limitations.

User Conduct On the Site. While using the Site, you may not: restrict or inhibit any other user from accessing, using or enjoying the Site; or post or transmit or permit to be posted or transmitted any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil or criminal liability, or otherwise violate any federal, state, local, national, foreign or other law, rule or regulation including, without limitation, the U.S. or other export control laws and regulations; or post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Marcum) or engage in spamming, phishing, flooding or similar conduct; or post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component; or post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or upload, post, publish, transmit, reproduce, disclose or distribute in any way, information, software or other material obtained through the Site which is protected by copyright or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rightholder; or upload, post, publish, reproduce, transmit, disclose or distribute in any way any component of the Site itself or derivative works with respect thereto, as the Site is copyrighted as a collective work under U.S. copyright laws.

Marcum has no obligation to monitor the Site. However, you acknowledge and agree that Marcum and its affiliates have the right to monitor the Site electronically or otherwise from time to time at its discretion and to use or disclose any information as necessary or appropriate consistent with any law, rule, regulation or other governmental request, to operate the Site properly, or to protect itself or its customers. Marcum reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Service. Unless otherwise indicated for a particular communication, any communications or material of any kind that you e-mail, post or otherwise transmit through this Site, including data, questions, comments or suggestions (“your Communications”) will be treated as non- confidential and non-proprietary. In addition, Marcum and its affiliates are free to use any information, ideas, concepts, know-how, methodologies, tools or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing or other promotional product or services using the foregoing without compensation, royalties or any other remuneration to you.

Failure to Comply With Terms and Conditions and Termination. You understand, acknowledge and agree that Marcum may terminate your password or account or deny you access to or use of all or part of the Site without prior notice if Marcum believes or suspects you are or may be engaging in any conduct or activities that Marcum in its sole discretion believes may violate any of the terms and conditions, or the rights of Marcum, or is otherwise inappropriate for continued access. You understand, acknowledge and agree that Marcum may in its sole discretion deny you access or use through Marcum to any materials stored on the Internet, or to access third party services, merchandise or information on the Internet through Marcum and Marcum shall have no obligation or responsibility to notify any third-party providers of services, merchandise or information nor any responsibility for any consequences resulting from lack of notification. You agree to indemnify, defend and hold harmless Marcum and their respective affiliates, employees, agents and representatives from and against any and all losses, damages, claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or relating to in any way from your (or users of your account) access to or use of the Site or the placement or transmission of any message, information, software or other materials through the Site by you or users of your account or related to any violation of these Terms of Service by you or users of your account.

Links from and to this Site. You acknowledge and agree that neither Marcum nor any of its site co- branding providers have responsibility or liability for the accuracy, completeness or availability of information provided by linked sites. Links to external sites do not constitute an endorsement by Marcum or its site co-branding providers of the sponsors of such sites or the content, products, advertising or other materials presented on such sites. Information in any web pages or sites that are linked to Marcum’s Site comes from a variety of sources. Some of this information comes from official Marcum licensees, but much of it comes from unofficial or unaffiliated organizations and individuals, both internal and external to Marcum. Marcum does not author, edit, or monitor these unofficial pages or links. You understand, acknowledge and agree that Marcum, its employee, agents, affiliates or representatives and their Site co-branding Providers shall not be responsible or liable, directly or indirectly, for any liability, damage, losses or claims caused or alleged to be caused by, arising from or relating to access to, use of or reliance on any such content, goods or services on such external sites or resources.

Other Information. Marcum takes reasonable and appropriate measures, including encryption, to ensure that your personal information is disclosed only to those specified by you. However, the Internet is an open system and Marcum cannot and do not represent, warrant or otherwise ensure or guarantee that any personal or other information you have entered is secure or that it will not be intercepted by others and decrypted. If you wish to make purchases through the Site, you may be asked by the merchant or information or service provider from which you are making the purchase to supply certain information, including credit card or other payment mechanism or personal or other information. You agree to release and to not hold Marcum liable for any losses, liabilities, claims or damages of any sort incurred as a result of any such dealings with any merchant or information or service provider through the Site. You agree that all personal or other information you provide any merchant or information or service provider through the Site for purposes of making purchases will be accurate, complete and current. The merchants and information and service providers offering merchandise, information and services through the Site set their own prices and may change prices or institute new prices at any time. You agree to pay all charges incurred by you or users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You also will be responsible and liable for paying any applicable taxes relating to purchases through the Site.

Technology Tools. Marcum may use, provide or otherwise make available internet-based or other Technology Tools, including Marcum’s or its Licensors proprietary software, collaboration tools, databases, portals and platforms, spreadsheets, hosted web-based, data analytics, internet, cloud, visualization or other tools, all related documentation and any modifications, derivatives or enhancements to them (collectively “Technology Tools”). If Technology Tools are provided or otherwise made available, use and access is subject to and must be in accordance with these terms, any applicable licensor or other third party terms, conditions and/or end user license agreement. Access to or use of Technology Tools is solely for your internal use and benefit only and solely in connection with and during the term of this agreement. Technology Tools are provided on an “as is” and “as available” basis without any express or implied warranties of any kind. Marcum does not represent or warrant that Technology Tools or any content therein will be uninterrupted or error free or that it will provide useful, timely, reliable, satisfactory, accurate or specific information or results. Technology Tools are subject to change without notice and Marcum may change the functionality or availability of, or suspend or discontinue the offerings, content, information or access to, all or any portion of Technology Tools at any time without notice. Technology Tools and related materials (including underlying technology, user interface, algorithm, process, functionality etc.), are Marcum’s confidential and proprietary information and, as between the parties, Marcum is and shall remain the sole owner of all rights, title and interests therein and thereto (excluding your Confidential Information you place in the Technology Tools).

Support Provided. Marcum makes reasonable attempts to reply to customer inquiries for technical assistance and other support in a timely fashion but provides no assurance or Service Level Agreement regarding response or resolution timeline. Marcum conducts all support assistance via e-mail and, while in extreme circumstances may assist users via phone or other means, is not obligated to do so. As a user of 1099-Prep.com, you are solely responsible and liable for the accurate completion and submission of all forms, and as such Marcum support representatives cannot and will not provide any guidance regarding tax law. This includes, but is not limited to, questions concerning which boxes should or must be completed for a form beyond the required field indicators present in the application. Furthermore, Marcum reserves the right, in its discretion and without prior notice, to withdraw support in situations where the scope of the questions being asked or problems experienced extend beyond the functionality of 1099-Prep: for instance, all users are required to have a basic working knowledge of a web browser and a basic knowledge of the operating system they are using, or Marcum reserves the right to request users to involve an IT professional at the user’s own expense in order to continue troubleshooting, including in cases where the Marcum support staff believe the problem to be a function of the user’s computing environment.

1099-Prep and the Technology Tools are not intended to be your permanent records, and you are responsible for making and separately maintaining copies of any records stored on 1099-Prep or Technology Tools that you may need. Access to Technology Tools terminates upon expiration, completion or termination of this agreement. Marcum will, in its discretion, make data and records that are directly connected with this agreement available via Technology Tools or 1099-Prep. You are responsible for separately maintaining copies of any relevant data and records made available through 1099-Prep or Technology Tools that you may need.

Any access credentials issued to any User of 1099-Prep or Technology Tools (“User”) must not be shared. You shall not (and shall not allow any User to) misappropriate, infringe, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, processes, formulae, methodologies, or other information or interfere with Marcum’s rights in Marcum’s Technology, or otherwise use or access Marcum’s Technology other than expressly permitted herein.

IRS Circular 230 Notice. In connection with the 1099-Prep site, nothing in Marcum’s communications with you (including, but not limited to, any emails, site content, attachments, enclosures or other accompanying materials) relating to any federal tax transaction or matter are considered to be “covered opinions” as described in Circular 230.

You acknowledge, understand and agree that, by submitting forms for filing via the 1099-Prep site and Service, you expressly consent to and authorize 1099-Prep to print and mail copies of submitted forms to the applicable recipients and that this is the default feature and functionality. If you do not want these forms printed and mailed to applicable recipients, , you must navigate to the cart and unselect the option that reads ‘Mail copies to Recipients’ when submitting the forms for filing to send recipients copies.

Miscellaneous. These Terms of Service and the relationship contemplated hereunder shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. You and Marcum agree to submit to the personal and exclusive jurisdiction of the courts located within the State of New York. The failure of Marcum to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.