Terms and Conditions
Last Modified: October 26, 2022
1. Subscriber Terms
Welcome to the ProClient Subscriber Terms. This is an agreement (“Agreement”) between Ultimate Tax Service, Inc. dba ProClient (“ProClient"), the owner and operator of the website https://www.proclient.com and the ProClient software, mobile application, application, components, and any associated services offered (collectively the “Platform”) and you (“you”, “your”, or “Subscriber”), a Subscriber of the Platform. In addition to the services offered to Users, the Platform may assist Subscribers with document management, marketing, billing, and scheduling and associated tax preparations services as offered by us.
PLEASE BE AWARE THAT THERE ARE CLASS ACTION AND ARBITRATION PROVISIONS CONTAINED IN THIS AGREEMENT.
In addition to this Agreement, all Subscribers must agree to the ProClient User Terms (“User Terms”). Where this Agreement and the User Terms directly conflict, this Agreement shall control. Where any capitalized terms are undefined in this Agreement, they shall have the meanings as set forth in the ProClient User Terms.
Throughout this Agreement, the words “ProClient,” “us,” “we,” and “our,” refer to our company, ProClient, as is appropriate in the context of the use of the words.
2. Subscriber Accounts
A Subscriber may create an account as permitted under this Agreement and Subscriber may also create an account on behalf of Subscriber’s business or organization. Subscriber shall be required to designate any Authorized Users (defined below) that it has permitted to access the Platform. The Platform may also allow Subscriber to provide access to its Authorized Users that will use the Platform services. Subscriber agrees that it is solely responsible for all actions of any authorized user using the Platform and agrees that all Authorized Users shall comply and agree with the User Terms. Subscriber shall indemnify ProClient for any damages arising from an Authorized User’s use of the Platform or any Authorized User’s User Content stored on the Platform.
The Platform is software that assists the facilitation of services between Subscribers and users. In making the Platform available, ProClient does not act as a tax preparer, payment processor, financial or tax advisor, or money transmitter and does not guarantee any results from your use of the Platform. . You may use the Platform solely as permitted and provided for by ProClient and in compliance with all applicable laws. Use of the Platform is solely for your own internal commercial purposes and that of your Authorized Users. Please be aware that all portions of the Platform are offered on an “as is” basis and ProClient makes no representations or warranties regarding any portion of the Platform. ProClient reserves the right to modify, change, and/or discontinue any and all portions of the Platform at any time and may also remove or add features or functionality to any subscription levels at its sole discretion. Nothing in this Agreement obligates ProClient to make any previously available feature on the Platform available to Subscriber or offer any types of compatibility or versioning. If you breach this Agreement, your access to use our Platform may be terminated at our discretion. Additionally, we may revoke your access to our Platform if we believe that your actions may harm us, our business interests, or any third-party rights. Failure by us to revoke your access does not act as a waiver of your conduct.
4. Access and License
After properly subscribing to the Platform, we shall grant you a personal, non-transferable, non-assignable, limited, fully revocable right to access the Platform as permitted by us and in accordance with this Agreement. Where you download any mobile application or software to access the Platform, we grant you a personal, non-transferable, non-assignable, limited, fully revocable license to use and access the Platform. All rights not explicitly granted are reserved for ProClient. If you breach this Agreement, your access or license to use our Platform may be terminated at our discretion. Additionally, we may revoke your access to our Platform if we believe that your actions may harm us, our business interests, or any third-party rights. Failure by us to revoke your access does not act as a waiver of your conduct.
5. Subscriber Responsibilities
6. Authorized Users
Please be aware that Subscriber is solely responsible for any interactions with any users that it has authorized or interacts with through the Platform (“Authorized Users”) through the Platform. Subscriber shall be solely responsible for resolving any issues regarding any Authorized Users and ensuring proper access controls related to any Authorized Users. THE SUBSCRIBER AGREES TO HOLD PROCLIENT FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF SUBSCRIBER’S ACCESS TO OR INTERACTIONS WITH ANY OF ITS AUTHORIZED USERS. PROCLIENT IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY AUTHORIZED USER, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY OTHER PARTY ENCOUNTERED ON THE PLATFORM INCLUDING ANY AUTHORIZED USER. Subscriber is solely responsible to any Authorized User for any opinions, advice, or information communicated through the Platform. Any agreements entered into between Subscriber and any party (including any Authorized User) are solely between the parties and ProClient is not a party to such agreements. Subscriber shall indemnify and hold harmless ProClient from any claims related to any Authorized Users in accordance with this Agreement. Please be aware that any agreements entered into between an Authorized User and any Subscriber may not abridge any contractual rights of ProClient as set forth within this Agreement or the MSA. Subscriber is solely responsible for resolving any issues with any Authorized Users.
7. Subscriber User Content
Any User Content submitted by a Subscriber, shall be defined as “Subscriber User Content” and shall be subject to all User Content licenses and obligations set forth within this Agreement and the User Terms. Subscriber is solely responsible for any Subscriber User Content submitted to the Platform. Subscriber represents and warrants the following: (1) Subscriber owns or has properly licensed all Subscriber User Content provided; (2) the Subscriber User Content does not and will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; (3) the Subscriber User Content offered does not violate any US state or federal laws or any third party agreements; and (4) Subscriber has the absolute right to grant to ProClient, all rights, licenses and privileges granted to or vested in
8. ProClient under this Agreement.
Monitoring Subscriber User Content
ProClient shall have the right, but not the obligation, to monitor all Subscriber User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, ProClient shall have the right, but not the obligation, to remove or disable access to any Subscriber User Content at its sole discretion.
9. Subscriber User Content Storage
ProClient at its discretion may offer reasonable amounts of storage for any User Content (including Subscriber User Content) submitted by Subscriber or its Authorized Users. Where any User Content exceeds our storage capacity limits, we reserve the right to charge Subscriber for such excess storage or terminate this Agreement at our discretion. Please be aware that we have no obligation to offer any storage of any User Content and may change our policies related to User Content storage limits at our discretion. We reserve the right to discontinue storage or modify any pricing, services, policies, or terms related to User Content storage on our Platform (at any time). Please be aware that we make no guarantees about any User Content stored on the Platform and Subscriber releases us from all liability related to any User Content stored on the Platform. Specifically, we do not guarantee that User Content will remain available, secure, accessible, or complete and some or all of User Content may be deleted. ProClient shall have no obligation to keep or make available any User Content after a termination of Subscriber’s subscription to the Platform and shall have no obligation to assist in migrating such User Content.
10. Subscriber Payments
Subscriber agrees to pay for all costs, fees, and taxes listed when purchasing access to the Platform including any recurring subscription fees. Where Subscriber has properly paid for a subscription, we shall grant Subscriber access to the ProClient Platform. In addition, Subscriber agrees to timely pay any and all fees as charged. Subscriber may upgrade or downgrade its subscription at any time, or as provided in the MSA. ProClient uses a third party payment processor and where applicable, Subscriber must agree to our third party payment processors’ terms and conditions for processing payments. We reserve the right to change our third party payment processor at our discretion. All prices are listed in the currency as stated at the time of purchase. All information that you provide in connection with a payment or transaction must be accurate, complete, and current. Where Subscriber has failed to pay or where payments are overdue, ProClient may suspend or terminate Subscriber’s access to the paid portions of the Platform, without liability to us.
11. Automatic Payment and Renewal
When a Subscriber has subscribed to the Platform, Subscriber’s payment information shall be logged for Subscriber’s convenience. IF SUBSCRIBER’S ACCOUNT HAS BEEN SET UP FOR AUTOMATIC BILLING, PROCLIENT MAY CHARGE SUBSCRIBER AUTOMATICALLY AND ON A RECURRING BASIS, UNLESS SUBSCRIBER NOTIFIES US THAT SUBSCRIBER WANTS TO CANCEL SUBSCRIBER’S AUTOMATIC PAYMENT VIA SUBSCRIBER’S ACCOUNT DASHBOARD, OR AS OTHERWISE PROVIDED IN THE MSA. ADDITIONALLY, SUBSCRIBER AUTHORIZES US TO BILL SUBSCRIBER ON A RECURRING BASIS AND AGREES THAT SUBSCRIBER’S SELECTED SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS (OF THE SAME LENGTH AS SUBSCRIBER’S INITIAL SUBSCRIPTION) UNTIL WE ARE NOTIFIED OTHERWISE. SUBSCRIBER AGREES THAT NO ADDITIONAL CONSENT IS REQUIRED BY SUBSCRIBER TO CHARGE SUBSCRIBER’S PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS FOR THE SUBSCRIPTION SELECTED.
12. Refunds for Subscription
We want Subscribers to be satisfied with their subscription; however, ProClient cannot offer any refunds at this time. If you feel that you are entitled to a refund for any reason, please contact us.
Where ProClient does not charge Subscriber taxes for any payments, Subscriber agrees to pay any and all applicable taxes. Subscriber agrees that ProClient cannot and will not provide Subscriber with any tax advice, any such questions should be directed to Subscriber’s tax attorney or other tax professional. Subscriber agrees to comply with any reasonable requests related to Subscriber’s tax information or tax status.
14. Free Trials
ProClient may offer the Platform on a free trial basis. ProClient reserves the right to discontinue or modify any free trials at any time and without liability. Where Subscriber has signed up for a free trial, Subscriber agrees at the expiration of Subscriber’s free trial Subscriber may be automatically charged for any additional usage of the Platform in accordance with ProClient’s then current pricing.
15. Subscriber Account Holds
From time to time, ProClient may place a hold (“Hold”) on a Subscriber’s account. Some of the reasons that we may place a Hold on Subscriber’s account include but are not limited to the following: (1) if we have reason that Subscriber’s actions have violated this Agreement, the User Terms or the MSA, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of our payment processors or due to delayed payment; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If Subscriber has questions about a Hold we may have placed on Subscriber’s account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend Subscriber’s access to the Platform while such Hold is in place.
16. Subscriber Support
ProClient may offer Subscribers standard support, in accordance with ProClient’s internal policies, when accessing, troubleshooting, or using the Platform. Support for the Platform is offered on an as available basis and where a Subscriber requires any support, Subscriber should contact ProClient at email@example.com. Please be aware that ProClient reserves the right to charge for any excess support required by Subscriber that is in excess of the standard support offered by ProClient.
17.Third Party Software or Integrations
ProClient may offer third party integrations or software (“Third Party Software”) at its discretion. Where a Third Party Software is made available through the Platform, ProClient does not warrant or endorse any such Third Party Software. Subscriber uses any Third Party Software solely at their own risk. All such Third Party Software are controlled by third parties and such third parties are solely responsible for any claims or offerings made available through such Third Party Software. Subscriber may be required to purchase an additional subscription or otherwise pay for access to any Third Party Software from the entity that makes such Third Party Software available. Any issues with the transmission, processing, or storage of any Subscriber User Content by any Third Party Software is solely to be resolved by and between you and any entity owning such Third Party Software. ProClient will not be responsible for any connectivity issues related to any Third Party Software and the Platform. Any Third Party Software is subject to the terms and conditions of the owner of such Third Party Software.
THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER PROCLIENT, NOR ANY OF OUR EMPLOYEES, DIRECTORS, MEMBERS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY ASSOCIATED SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. PROCLIENT DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. PROCLIENT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. PROCLIENT DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND PROCLIENT SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
19. Limitation of Liability
IN NO EVENT SHALL PROCLIENT, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PROCLIENT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY PROCLIENT’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, MEMBERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED, YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED UNITED STATES DOLLARS, WHICHEVER IS GREATER.
You agree to defend, indemnify and hold harmless ProClient, its officers, directors, employees, members, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
- your use of and access to the ProClient Platform;
- the actions or claims of any Authorized Users;
- your violation of any term of this Agreement; or
- your violation of any third-party right, including without limitation any copyright, property, or contractual right.
This defense and indemnification obligation will survive this Agreement and your use of the ProClient Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
21. Choice of Law
This Agreement shall be governed by the laws in force in the state of Iowa. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.
Any dispute relating in any way to this Agreement or your use of the Platform shall be submitted to binding arbitration in Muscatine, IA. Any and all disputes arising out of or relating to this Agreement, including fraud in the inducement, whether in contract or tort, law or equity, shall be resolved by ﬁnal arbitration before one (1) arbitrator in accordance with the then applicable Comprehensive Rules of Judicial Arbitration and Mediation Implementation Services, Inc., such rules may be found at https://www.jamsadr.com/. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Any claim or cause of action arising out of, related to or connected with the Subscriber Terms must be ﬁled within one (1) year after such claim or cause of action arose or be forever banned. The dispute resolution procedures in this section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, conﬁdential information, or trade secrets such remedies abovementioned requiring injunctive relief shall be heard in a court of competent jurisdiction located within Muscatine County, IA.
You may opt-out of this dispute resolution provision by notifying ProClient within 30 days of the date on which you entered into this Agreement or purchased a subscription, whichever is earlier. You must do so by writing to Ultimate Tax Service, Inc. 1500 Plaza Pl., Muscatine, IA 52761, attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with ProClient through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Muscatine County, IA.
23. Class Action Waiver
You and ProClient agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with ProClient are deemed to conflict with each other’s operation, ProClient shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
26. Assignment and Survival
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Disclaimer, User Content, Access, Payment, Indemnification, Class Action, and Arbitration sections.
27. Entire Agreement and Notices
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.
29. Electronic Communications
The communications between you and ProClient use electronic means, whether you visit the Platform or send ProClient e-mails, or whether ProClient posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from ProClient in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that ProClient provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
30. Platform Issues
If you have any questions, issues, or have trouble accessing or using the Platform, please contact us through the Platform or by email at firstname.lastname@example.org.
We may terminate this Agreement, if: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm ProClient, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so. Please be aware that upon termination of your account, access to all or portions of our Platform may be become immediately disabled and any Subscriber User Content stored on the Platform may become inaccessible or deleted and we shall have no liability to you in regards to any retention of your Subscriber User Content.
32. Termination of Subscription
Subscriber may terminate a portion or cancel its entire subscription at any time via Subscriber’s ProClient dashboard or contacting us at email@example.com. Please be aware that upon termination of Subscriber’s account, access to all or portions of our Platform may be immediately disabled to Subscriber and its Authorized Users, and any User Content stored may not be retained. We may terminate Subscriber’s subscription if we determine that: (1) Subscriber has violated any applicable laws while using our Platform; (2) if Subscriber has violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of Subscriber’s past, current, or future actions may legally harm ProClient, our business interests or a third party, at our discretion.