1. Acceptance of These Terms

These Terms of Use (this “Agreement”) are between you and S-Corp.Biz LLC, a Colorado limited liability company (“s-corp.biz,” “we,” “our,” or “us”). They apply when you visit s-corp.biz, create an account in our software at clients.s-corp.biz (the “App”), or sign up for any of our plans, add-ons, or services. The website and the App together are the “Site.”

You become a client (“Client,” “you,” or “your”) when you create an account in the App, including a free account, or when you sign up and pay for any plan or service. By doing either, you agree to this Agreement. If you do not agree, do not create an account or purchase our services.

This Agreement covers every plan we offer, from our self-led software plan, s-corp.biz Lite, through our full-service advisory plans. Some sections apply only to certain plans; those sections say so in their titles.

You may also be bound by other agreements with s-corp.biz if you sign up for certain services. Those agreements apply to those services only. If another agreement conflicts with this Agreement, the other agreement controls for that service only.

If you have questions about this Agreement, contact us at sales@s-corp.biz or reach out to any s-corp.biz representative you are working with.

2. General Information

Eligibility

s-corp.biz is a subscription-based Site that provides tax software, tax advisory, and accounting services. Every Client may use the parts of the Site and the services included in the plan they have. Some features are available only on certain plans.

Age and Capacity

Anyone 18 or older is welcome to view the Site and ask about our services. To become a Client, you must be 18 or older and able to enter into a binding contract. Minors may not become Clients.

Changes to This Agreement

We may change this Agreement from time to time, including adding or changing fees, removing certain rights, or requiring more information from you to keep receiving services. We will notify you of changes by email (to the address on your account), through the App, or by mail, and we will post the updated Agreement on the Site with a new “Last updated” date. Changes take effect on the date stated in the notice, or, if no date is stated, when the updated Agreement is posted. If you keep using the Site or our services after a change takes effect, you accept the updated Agreement. Price increases follow the separate notice period in Section 10.

Financial and Personal Information

To use our services, you will submit information about you, your business, your business partners (if any), and other sensitive matters. This may include confidential financial information. For example, to prepare returns on our advisory plans, we require your Social Security number (“SSN”), your entity’s employer identification number (“EIN”), and information about your income and deductions. s-corp.biz uses commercially reasonable measures to keep your information confidential, but we cannot guarantee that information you submit will remain confidential.

Privacy

Our Privacy Policy explains how we collect, use, and protect your information, and is part of this Agreement.

3. Our Plans and Add-Ons

We offer the plans, add-ons, and one-time services below. Current prices are listed on our Subscriptions page. All of our services, under this Agreement or any other agreement with us, are collectively the “Services.”

Total Tax and Integrated Tax & Accounting are our “Advisory Plans.” Each Advisory Plan includes everything in s-corp.biz Lite, so an Advisory Plan Client does not also pay for s-corp.biz Lite.

We may rename a plan, add-on, or service without changing this Agreement. A new name does not change the terms that apply to it. If we change what a plan includes, Section 11 applies.

4. s-corp.biz Lite and Free Accounts

This section applies to Free Accounts and to s-corp.biz Lite. It also applies to the software features included in each Advisory Plan.

What s-corp.biz Lite Includes

While your s-corp.biz Lite subscription is active and paid, you may use:

• The App, including on-demand tax estimates you run yourself;
• Integrations that connect the App to your accounting software (currently QuickBooks);
• Our library of S corporation tax strategies, with calculators and document templates to implement them;
• A Google Drive folder for your business, set up with copies of our strategy templates (see “Your Document Folder” below);
• Guided preparation of IRS Form 2553 for self-filing (see Section 8); and
• Other self-service tools we add to the plan from time to time.

Free Accounts

A Free Account gives you limited access to the App at no charge. We choose which features are available on a Free Account and may change them at any time.

Self-Led Software; No CPA Engagement

s-corp.biz Lite and Free Accounts are software only. They do not include an assigned tax advisor, meetings, review of your information by a CPA, or preparation or filing of any tax return. Using the App does not create an accountant-client relationship between you and s-corp.biz or any of our CPAs. Information in the App, including tax estimates, strategy guides, calculators, and templates, is general information and is not tax, legal, or accounting advice for your specific situation.

You decide whether a strategy fits your situation and whether you qualify for it. You are responsible for implementing it correctly, including signing and keeping any agreements, keeping records, and reporting it properly on your tax returns. We recommend you review any strategy with your own tax preparer, and any legal document with your own attorney, before relying on it.

Your Tax Preparer and Filings

s-corp.biz Lite is designed to work alongside the tax preparer you already have. It does not prepare or file any tax return. You and your tax preparer remain responsible for filing all returns and making all tax payments, including estimated payments, on time.

Tax Estimates

Tax estimates in the App are calculated only from the information you enter or connect, such as data imported from your accounting software. They are only as accurate as that information. They may not reflect your total tax due, especially if you or any other owner has income from other sources. You are responsible for reviewing estimates and deciding what to pay.

Your Document Folder

When you subscribe to s-corp.biz Lite, we create a Google Drive folder for your business and share it with the email address on your account. We copy our strategy templates into it and may add more over time. While your subscription is active, you can view, edit, and upload documents in the folder. Google’s own terms also apply to your use of Google Drive.

When your s-corp.biz Lite subscription ends, we will change your access to read-only for 30 days. During that time you can view and download your documents, but you cannot edit them or upload new ones. After those 30 days, we may remove your access and delete the folder and its contents at any time, without further notice. Download anything you want to keep within those 30 days.

Templates and Content

Our strategy guides, calculators, and templates are owned by s-corp.biz. You may use them, and change your copies, for your own business and personal tax planning. You may not resell, publish, or share them with anyone outside your business, other than your own tax, legal, and financial advisors. Templates are prepared for a specific tax year. Tax laws and amounts change often, so do not reuse a template from a prior year without confirming it is still current.

One Business per Subscription

Each s-corp.biz Lite subscription covers one business, identified by its EIN. It is not transferable to another business.

Billing and Cancellation

s-corp.biz Lite is billed monthly in advance. You can cancel at any time in the App, and you keep access until the end of the billing period you have already paid for. Section 10 explains billing, cancellation, and refunds.

Moving to an Advisory Plan

If you move from s-corp.biz Lite to an Advisory Plan, your s-corp.biz Lite subscription ends and your Advisory Plan pricing applies instead. No credit is given for s-corp.biz Lite fees already paid.

5. Total Tax Plan

This section applies to Total Tax and, through Section 6, to Integrated Tax & Accounting.

What Total Tax Includes

Access to Total Tax begins when you pay your first fee and continues while your monthly fee is paid in full. While your Total Tax subscription is active, s-corp.biz will provide:

• Everything in s-corp.biz Lite (Section 4).
• An assigned tax advisor. We may change your advisor at our discretion, as long as the replacement has similar qualifications.
• Quarterly meetings (each a “Quarterly Meeting”) to review your tax situation. If you cannot attend, we will reschedule. If your advisor cannot attend, another representative may attend instead or we will reschedule. A missed meeting, for any reason, is not grounds for a discount or refund. You must have paid for the month in which a meeting is scheduled; if you cancel first, the meeting is cancelled too.
• Quarterly tax estimates. We will prepare income or loss estimates and review them with you at the Quarterly Meeting, as long as you submit trial balances or financial statements for the correct period at least two weeks before the meeting, or you are on Integrated Tax & Accounting.
• An annual federal business return. One federal income tax return (Form 1120-S, 1120, or 1065) for your business entity each tax year.
• Annual state business returns. Up to three (3) state income tax returns for your business entity each tax year.
• Annual personal returns for one owner. One federal individual income tax return (Form 1040) and up to three (3) state individual income tax returns for one owner each tax year, including a joint return with that owner’s spouse.
• Audit consulting. General consulting if a return we prepared and filed is audited, as long as your subscription is active and paid both when you receive the audit notice and when the consulting is provided. Consulting does not include preparing responses to a taxing authority or representing you before one (see Sections 9 and 12).

One Business per Subscription

Each subscription covers one entity that reports its income to the IRS, identified by the EIN you give us. Each entity must pay its own monthly fee. Subscriptions are not transferable to another entity.

Accurate Information

We can only do our job correctly if you give us accurate information. If you do not, your estimated payment amounts, tax filings, and anything else we prepare from that information will be inaccurate.

Reviewing Returns

You are responsible for reviewing every tax return and form we send you for accuracy before approving it for filing.

Tax Estimates

Tax estimates cover one owner as part of the plan price. Estimates for each additional owner require the Additional Owner Add-On. Estimates may not reflect an owner’s total tax due if that owner has income from sources other than the business we serve, in which case more estimated tax may be owed. We discuss and share estimates at the matching Quarterly Meeting with those who attend.

State Returns

Each state business return beyond three is an Additional State Return, charged per return. State returns and related e-file authorizations that you must sign will be signed electronically using a method we choose (currently DocuSign). We file state returns electronically where possible. If a state does not accept electronic filing, we may charge a $25 “print, package and mail” fee, or you may print and mail the return yourself at no charge.

Federal Returns

We file federal returns electronically. An officer or majority owner must electronically sign the e-file authorization before we submit the return. We will file business returns before the due date (generally March 15) if the officer signs at least one week before the due date. If the officer does not sign, or does not provide information we need to finish and file the return, we are not liable for penalties or interest for late filing. Late-filing penalties for S corporations and partnerships are charged per shareholder or partner, per month. If an electronically filed return is rejected and the reason cannot be fixed, you agree to print and mail the return yourself. We are not liable for late penalties on a rejected return that cannot be resubmitted before the deadline.

Other Services

Other services, such as the add-ons in Section 7, are available for an additional fee. If a service has its own agreement, that agreement governs it; if not, this Agreement does.

6. Integrated Tax & Accounting Plan

While your Integrated Tax & Accounting subscription is active and paid, s-corp.biz will provide:

• Everything in Total Tax (Section 5), except that Quarterly Meetings are replaced by monthly meetings with your tax advisor.
• Monthly bookkeeping. Each month, we will record the transactions you make available to us, up to 250 transactions per month, across up to five (5) business bank and credit card accounts, for one business location, class, or line of business. We record only transactions we know about, including cash transactions you tell us about; anything you do not disclose will not be recorded. We may ask you for more information about any transaction without enough detail to determine its proper accounting or tax treatment.
• Monthly financial statements. Each month, we will prepare a comparative income statement and balance sheet for management review. These statements are for management decision-making only and, unless we agree otherwise in writing, may not follow US generally accepted accounting principles (“US GAAP”).

Volume beyond these limits (more transactions, accounts, locations, classes, or lines of business), additional financial statements, and ad hoc analyses are not included. You may request them for an additional fee, and we will decide case by case whether to provide them.

7. Add-Ons and Payroll

Add-ons are billed monthly in addition to your plan, unless noted otherwise, and end when your plan ends.

Additional Owner Add-On

Requires an Advisory Plan. For each additional owner, we provide quarterly personal tax estimates, discussion of that owner’s personal tax strategy at your plan’s meetings, and one federal individual income tax return (Form 1040) with up to three (3) state individual income tax returns each tax year. The terms in Section 5 for estimates and returns apply to that owner.

Passive Income Add-On

Requires an Advisory Plan. Each Passive Income Add-On covers one rental property or other passive income activity; each additional property or activity requires its own add-on. For each covered property or activity, we include its income in your tax estimates and tax planning during the year, prepare depreciation schedules, and report it on the returns we prepare for you. The Passive Income Add-On includes year-end bookkeeping for up to 100 transactions per property or activity per year, but only if you give us those transactions separately from your other activity: either statements from a bank or credit card account used only for that property or activity, or a list of its income and expense transactions. We will not search personal or other business accounts to find them. If a property or activity has more than 100 transactions in a year, or its transactions are not provided separately, bookkeeping is not included. In that case, you must give us a complete summary of its income and expenses for the year, or buy a separate accounting add-on for that property (for example, a short-term rental or a multi-unit property). Cost segregation studies are performed by third parties for a separate fee.

Payroll

s-corp.biz does not run payroll. Payroll is run by a third-party payroll provider (currently Gusto). For Advisory Plan Clients, we will create your account with the provider and help configure it at no additional charge. For Integrated Tax & Accounting Clients, we will also connect the provider to your QuickBooks account so payroll and accounting stay in sync. To run payroll, you must subscribe to and pay the provider directly, under your own agreement with it. State payroll tax registration (such as withholding and unemployment insurance accounts) is not included in any plan; you may register yourself, or we can register for you for a one-time fee of $999 per state. Section 12 explains your responsibilities and the provider’s role.

Additional State Returns

Each state business return beyond the three included in an Advisory Plan is charged per return, as described in Section 5.

8. S-Corp Election (Form 2553)

Our S-Corp Election service prepares your S corporation election (IRS Form 2553) based solely on the information you provide. It comes in two options:

• Self-filing, included with s-corp.biz Lite and also sold on its own; and
• CPA-reviewed filing, sold on its own. It is not part of s-corp.biz Lite.

If you buy the S-Corp Election service on its own, you must use it within sixty (60) days of purchase. Fees are non-refundable if the service is not used within that time.

Self-Filing

The App will guide you through preparing Form 2553 from the information you enter. We do not verify that information, review it for completeness, or determine whether your business is eligible to elect S corporation status. You are solely responsible for the accuracy and completeness of the form and for meeting the IRS deadline.

The IRS does not accept electronic signatures on Form 2553. You must print the form, sign it by hand, scan it, and upload the signed copy. We will then send it to the IRS for you. Using any type of electronic signature will cause the IRS to reject your election. Sending the form for you is an administrative service only; it is not a review of the form.

CPA-Reviewed Filing

If you choose CPA-reviewed filing, we will prepare the form and an s-corp.biz CPA will review it for completeness and compliance with IRS filing requirements, based on the information you provide. You must then print and sign the form by hand and return a scanned copy with original signatures by email or through the Site. After we receive it, we will file the form for you.

Late Elections

If you are making a late election, you must use CPA-reviewed filing. We do not offer late elections through self-filing, including through s-corp.biz Lite.

Filing Deadlines

S corporation elections are subject to strict IRS deadlines. You must return the signed form by the deadline we give you to leave enough time for filing. If we receive the signed form after that deadline, you may need to make a late election and purchase additional services to prepare a new form.

9. Out-of-Scope Services

The following services are not included in any plan, including any general or unlimited consulting that comes with a plan, and are not available as add-ons:

• International tax. Any international tax matter, including foreign income reporting, foreign tax credits, tax treaty analysis, FBAR/FinCEN filings, FATCA compliance, controlled foreign corporation (CFC) reporting, and any other cross-border tax issue.
• Mergers and acquisitions. Tax advice, structuring, due diligence, or compliance for mergers, acquisitions, dispositions, reorganizations, or any other change of ownership.
• Sales and use tax. Registration, nexus analysis, return preparation, compliance, or consulting of any kind.
• Payroll and payroll tax. Running payroll, payroll tax return preparation, payroll tax deposits, payroll tax compliance, or resolving payroll tax issues with any taxing authority. Payroll is run by a third-party payroll provider under your own agreement with it. Payroll account setup and state payroll registration are described in Section 7.
• Forms 1099. Preparing, filing, or distributing any Form 1099 (including 1099-NEC, 1099-MISC, and 1099-INT) for your business.
• Formal audit representation and tax litigation. Representation before any taxing authority, including IRS audit defense, appeals, penalty abatement proceedings, and Tax Court. Advisory Plans include general audit consulting (Section 5) and the third-party audit protection described in Section 12.

We may be able to refer you to a qualified professional for any of these. We are not responsible for services provided by anyone we refer you to.

10. Fees, Billing, and Cancellation

Setup Fees

Advisory Plans and some other Services have a one-time setup fee, due before we begin work. s-corp.biz Lite has no setup fee. Current fees are listed on our Subscriptions page or in the quote you accept.

Automatic Monthly Billing

Your subscription starts when you first pay and renews automatically every month until you cancel. Each plan and add-on may have its own monthly fee, so you may see more than one charge (for example, one for your plan and one for the Passive Income Add-On). You authorize us to charge your payment method on file each month, at the then-current price, without further approval, until you cancel or change your payment method. A change you request will not affect charges submitted before we could reasonably act on it, typically three business days.

How to Cancel

• s-corp.biz Lite: cancel at any time in the App.
• Advisory Plans and add-ons: contact us by email or phone and ask to cancel.

If you cancel s-corp.biz Lite, your subscription will not renew, and you keep access until the end of the billing period you have already paid for. Cancellations of Advisory Plans and add-ons take effect immediately, and no further Services are provided after cancellation, regardless of when in the billing month you cancel.

No Refunds

All fees are earned in full when paid. We do not give refunds or prorated credits for cancelled subscriptions, partial months, or unused Services.

Price Increases

We may raise our prices with at least thirty (30) days’ notice by email or through the App. If you do not cancel before the notice period ends, the new price applies from then on.

Failed Payments

If a payment fails, we may suspend your Services until your billing information is updated. If payment is not made, we may end your Services. If your Services end for non-payment, you are responsible for filing all tax forms and paying all taxes on time, and you release us from liability for any damages that result.

Your Documents After Cancellation

You may download returns, financial statements, and other documents we prepare while you are a Client. We may charge a fee for copies requested after your subscription ends. Section 4 describes what happens to s-corp.biz Lite document folders after cancellation.

11. Using the Site and Your Account

Changes to Services and Features

We may change or discontinue any part of the Site or the Services at any time, including:

• the types and number of returns we file, and whether we submit paper forms;
• features, tools, templates, and integrations in the App;
• what is included in each plan, including Free Accounts;
• how long forms and data we prepare remain available to you; and
• the equipment or software you need to use the Site.

We may also ask you for more information at any time to provide or improve the Services.

Your Account

You agree to (a) give accurate, current, and complete information about you and your business when you register and whenever we ask (“Registration Data”); (b) keep your login credentials secure, and take responsibility for anything done by anyone you share them with; (c) keep your Registration Data and other information you give us up to date; and (d) take full responsibility for all activity on your account. If you believe your account has been compromised, contact us immediately.

Acceptable Use

You may use the App only for your own business and personal tax planning. You may not copy, resell, or share access to the App; scrape or extract its content in bulk; reverse engineer it; interfere with its security or operation; or use it for anything unlawful.

Termination by s-corp.biz

We may end this Agreement, or any Service, at any time. We may immediately end your access if you breach this Agreement or if we consider your conduct unacceptable, in our sole discretion. When we end your access, we may stop providing Services, require you to stop using the Site, delete content or information you have posted or given us, and block your access, with or without notice. We may also have to end Services if they become illegal under federal law or the laws of your state.

Termination by You

You may end your relationship with s-corp.biz at any time by cancelling as described in Section 10.

12. Third-Party Services

Audit Protection (Advisory Plans Only)

For Advisory Plan Clients whose returns we prepare, we purchase audit protection from a third-party provider (currently Protection Plus, taxprotectionplus.com). We will provide consulting if you are audited by the IRS or your state taxing authority. s-corp.biz is not a law firm and will not formally represent you. Audit protection does not cover errors caused by inaccurate information you gave us. Our liability for audit protection is limited to the amount of protection the provider offers. Audit protection and audit consulting are for active Advisory Plan Clients only and end when your subscription ends. They are not included with s-corp.biz Lite or Free Accounts.

Payroll Provider

Payroll processing is provided by a third-party payroll provider (currently Gusto), not by s-corp.biz. s-corp.biz does not process payroll, does not charge for payroll, and is not a party to your agreement with the payroll provider. We may create and configure your account with the provider as described in Section 7, but you subscribe to, pay for, and run payroll directly with the provider. s-corp.biz is not a human resources company, law firm, or payroll provider, and has no liability for payroll processing, payroll tax deposits or filings, or any errors, penalties, or interest related to payroll. You are responsible for complying with all laws on paying employees and contractors, and on employee benefits such as paid time off, sick pay, and unemployment insurance. If there is a problem with payroll, you must resolve it directly with the payroll provider. We may receive referral fees from the payroll provider.

Connected Accounts

The App can connect to third-party services you use, such as QuickBooks. When you connect one, you authorize us to access and use data from it to provide the Services. That service’s own terms govern your use of it. We are not responsible for the accuracy, availability, or security of data held by a third-party service, or for changes it makes that affect the App.

Google Drive

We use Google Drive to share documents with you. Your use of Google Drive is subject to Google’s terms. We are not responsible for outages or changes to Google Drive.

Other Third Parties

We may recommend other third-party products or professionals. We are not responsible for their products or services, and your use of them is at your own risk.

13. Security, Uptime, and Your Data

The internet is not a fully secure environment, and service interruptions can happen for reasons beyond our control. We take reasonable precautions against loss or theft of data, but we are not responsible for data lost or stolen while being transmitted over the internet. We aim to keep the Site available 24 hours a day, 7 days a week, but it may be unavailable at any time for any reason, including routine maintenance. You are responsible for keeping copies of any data you upload and for downloading anything we prepare for you that you want to keep.

14. Warranties, Disclaimers, and Limitation of Liability

Use at Your Own Risk

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. IN NO EVENT WILL S-CORP.BIZ OR ITS MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE SERVICES.

Information You Provide and Decisions You Make

S-CORP.BIZ IS NOT LIABLE FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OF, ANY INFORMATION, ESTIMATE, FORM, OR DOCUMENT THAT IS BASED ON INFORMATION YOU PROVIDED OR CONNECTED. YOU WARRANT THAT ALL INFORMATION YOU SUBMIT TO S-CORP.BIZ IS ACCURATE. FOR S-CORP.BIZ LITE AND FREE ACCOUNTS, S-CORP.BIZ IS NOT LIABLE FOR ANY TAX, PENALTY, INTEREST, OR OTHER LOSS RESULTING FROM STRATEGIES YOU IMPLEMENT, FORMS YOU PREPARE, OR PAYMENTS YOU MAKE OR DO NOT MAKE USING THE APP.

As-Is Basis

THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN WARRANTIES THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

Limitation of Liability

S-CORP.BIZ’S TOTAL LIABILITY TO YOU FOR ANY CAUSE, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO $500.

State Law Limitations

SOME STATES DO NOT ALLOW LIMITS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THOSE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. Penalties and Interest

We are not responsible for penalties you incur because of errors or omissions on tax returns we prepare, unless the penalties are due solely to our gross negligence or willful misconduct. In that case, our liability is limited to the penalties incurred, up to the limit in Section 14. We are not liable for interest you incur for any reason, including errors or omissions on returns we prepare.

We are also not liable to pay you interest if you overpaid your taxes for any reason, including our negligence or misconduct. This includes interest you could have earned while waiting for a refund of the overpayment.

You are responsible for making sure your tax returns are filed on time. We will send you copies of returns we prepare for your review, but we will not file them until you confirm in writing that you want them filed and we respond that we will file them. If you do not tell us in writing to file a return, we are not responsible for filing it, and you are responsible for filing it on time. We file returns only when we have explicitly agreed in writing to do so and have received the authorizations we need from you.

We prepare and file extensions, returns, and other tax forms based on the information we have at the time of filing. We are not responsible for penalties or interest you incur if you underpay, or for interest you could have earned if you overpay, because:

• we did not have accurate information from you;
• the facts the filing was based on changed;
• we received new information that changes which extension or form should have been filed; or
• we received new information that requires a filed extension or form to be amended.

16. Miscellaneous

Waiver

If we waive a breach of any part of this Agreement, that does not waive any later breach.

Severability

If a court of competent jurisdiction holds any provision of this Agreement invalid, the rest of this Agreement remains in full force and effect.

Governing Law; Venue and Jurisdiction

The laws of the State of Colorado, without regard to conflict-of-laws principles, govern this Agreement and any dispute between you and s-corp.biz or its affiliates. You agree to bring any action only in the state or federal courts located in Denver, Colorado. You consent to venue and jurisdiction in those courts and waive any defense of lack of personal jurisdiction or inconvenient forum.

Attorney Fees

If either party brings an action to enforce this Agreement or to recover damages for its breach, the prevailing party may recover all reasonable costs incurred in connection with the action, including reasonable attorney fees.

Indemnity

You agree to indemnify and hold harmless s-corp.biz, its subsidiaries and affiliates, and each of their managers, officers, agents, contractors, partners, and employees from any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorney fees, arising from: your use of the Site or the Services; your conduct in connection with them or with other users; your violation of this Agreement, any law, or anyone’s rights; your use of third-party services we recommend; and our use of information you provide.

Successors and Assigns

This Agreement binds and benefits the parties and their successors and assigns.

Entire Agreement

This Agreement, our Privacy Policy, and any separate agreement for a specific Service are the entire agreement between you and s-corp.biz about the Services, and replace any earlier versions of these terms.