Terms of Service

Last Updated: 11/7/24

1. Introduction

Welcome to Collective! Your use of Collective services, including the services Collective makes available through this website and all related websites, mobile sites, data files, visualizations and applications that link to these terms of service (the “Site”) and all software or services offered by Collective in connection with any of those (the “Services”) are governed by these terms of service (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Collective” refer to Collective Hub, Inc.

By accessing or using the Services or any materials included in or with the Services, you hereby agree to be bound by these Terms. If you are using the Services on behalf of an entity, you agree to these Terms on behalf of both yourself and the entity you represent.” IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES. YOU REPRESENT AND WARRANT THAT: (I) BY USING OR REGISTERING FOR THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT; (II) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER AND TO BIND THAT ENTITY TO THESE TERMS; AND (III) YOU ARE NOT BARRED FROM USING THE SERVICES AND HAVE ALL RIGHTS, LICENSES AND AUTHORITY TO USE THE SERVICES.

You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Collective or any of its affiliates regarding future functionality or features.

SUBSCRIPTIONS PURCHASED THROUGH COLLECTIVE WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION PERIOD AT COLLECTIVE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 7 BELOW. SOME SERVICES ENABLED THROUGH THE SITE, SUCH AS THE REGISTERED AGENT SERVICES, AND ANY ADDITIONAL SERVICE PROVIDERS YOU CONTRACTED DIRECTLY WITH, ARE SUBJECT TO AUTOMATIC RENEWALS PURSUANT TO A SEPARATE AGREEMENT YOU MAY HAVE IN PLACE WITH THE APPLICABLE SERVICE PROVIDER. PLEASE READ THESE AGREEMENTS CAREFULLY, AS SERVICES WILL AUTOMATICALLY RENEW UNLESS YOU OPT OUT OR TERMINATE SUCH SERVICES IN ACCORDANCE WITH THIS AGREEMENT.

ARBITRATION NOTICE: PLEASE BE AWARE THAT SECTION 16 OF THIS AGREEMENT, BELOW, CONTAINS TERMS GOVERNING HOW CLAIMS BETWEEN US, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. THIS SECTION CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

CERTAIN FEATURES OF THE SERVICES MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR SEPARATE AGREEMENTS, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

2. Description of Services

(a) Formation Service  

As part of our Services, we provide you with online self-help tools and materials to facilitate the formation of a U.S. business entity and registering for an employer identification number, along with the preparation, execution, filing, and storage of your own legal documents and related information in connection therewith (“Formation Service”).

     (i) Name Searches. As part of the Formation Service, we can help you search for the availability of an entity name (“Name Search”). You understand and agree that we cannot guarantee the availability of your desired entity name, that our Name Search is limited to publicly available sources, and that you are ultimately responsible in all respects for determining the availability, non-infringement, and appropriateness of your desired entity name. You understand and agree that acceptance of your desired entity name by the relevant Secretary of State in connection with a filing does not necessarily mean that such entity name does not infringe on an existing trademark or copyright. Consult with a trademark attorney to determine the availability and suitability of your desired entity name for trademark purposes.

     (ii) Selecting a Corporate Entity. Our Formation Service enables users to form certain types of business entities, such as limited liability companies (LLCs) and professional limited liability companies (PLLCs), subject to applicable state requirements. Unless otherwise specified by you, all new entities formed via Collective shall be treated as “disregarded entities” and follow the default status provided under the applicable state of formation. You are solely responsible for obtaining any advisors and advice, including tax advice and how much to initially contribute to your entity, and performing all research and diligence necessary or advisable with respect to the formation of the entity. You acknowledge and agree that the Formation Service is merely designed to assist you in preparing and filing those documents necessary to form an entity, and you authorize Collective and its third-party service providers to perform such services. 

     (iii) Subsequent Establishments. Our Formation Service includes the establishment and registration of an initial single-member LLC or PLLC entity during the onboarding process in one state only. Any additional and/or subsequent entity formations, foreign registrations, re-domestications, employer registrations, changes of registered agent, name changes, “doing business as (dba)” registrations, amendments etc. may incur additional fees that will be passed on to you.

     (iv) Prior Formations and Elections. Collective is not responsible or liable for any prior corporate entities, partnerships, joint ventures, or sole proprietorships you may have formed previously, any elections previously made or taken, or any other act or omission made by you prior to, or independent of, your use of the Formation Services. If your company was formed as an LLC, PLLC, partnership, joint venture or sole proprietorship, or elected S Corp status, prior to using the Formation Services, you represent and warrant that such entity, as applicable, is in good standing with relevant government entities, has filed all documents, applications and forms necessary to legally form and maintain such corporate entity, and has at all times complied with all applicable laws. We may, as a courtesy, provide notifications and suggestions related to any entity you may have previously formed. The Formation Services are currently limited to assistance with entity formation, and S corporation election for existing LLCs or PLLCs. You understand and agree that S corporation election services are only available on a state-by-state basis and may not be available in every state.

     (v) Annual Compliance Forms. Collective’s Formation Service does not include facilitating the preparation and filing of annual compliance forms that may be required by state or local jurisdictions in order to remain in good standing with such jurisdiction. While we may provide periodic notifications reminding you to file such forms as well as the amounts of any applicable fees, such notifications are made solely as a courtesy, and Collective undertakes no obligation to provide any such notifications or at any particular frequency. You agree that you are solely responsible for filing such forms in a timely manner as may be required by relevant jurisdictions, along with any applicable fees due. 

‍(b) Document Materials 

As part of the Services, Collective provides guides, information, and documentation related to starting and running a business. Such materials may include a standard set of legal forms prepared by our partners. All documents and other materials available through the Services, including any descriptions, information, legal forms and other help resources (collectively, the “Document Materials”) are for informational and educational purposes only; they are not guaranteed to be correct, complete or up-to-date. We do not review the Document Materials or any information you input for accuracy or legal sufficiency. You understand that the Document Materials are not customized to your particular needs and you should consult with a licensed attorney, financial advisor, or accountant for additional guidance.

(c) S Corporation Election 

Collective’s services provide tools to facilitate the S corporation tax election process by assisting with preparation of required forms and documents. You acknowledge and agree that our S corporation election services are limited to facilitating the election process and do not include any analysis or advice on the availability or advisability of S corporation tax treatment. You are solely responsible for deciding whether to elect S corporation status and ensuring eligibility for such treatment, including any impact on ownership or tax obligations for a spouse. Collective accepts no responsibility or liability for your S corporation election or any resulting tax obligations.

     (i) Salaries and Wages for S Corporation Shareholders. Collective may provide a general salary range for S corporation shareholder compensation; however, you are solely responsible for determining that the salary or wage paid to shareholders, including any spousal shareholders, is reasonable based on specific duties, contributions, and industry standards applicable to your business. Collective does not guarantee that any salary range provided will meet the “reasonable compensation” standard set by the Internal Revenue Service (IRS) for S corporation shareholders. If the IRS reclassifies distributions as wages due to inadequate or unreasonable compensation, you, your spouse (if applicable), and your S corporation may incur additional taxes, penalties, and interest. Collective disclaims any liability for tax assessments, penalties, or fees resulting from IRS reclassification of shareholder distributions. By using Collective’s services, you accept full responsibility for setting shareholder compensation and any resulting tax liabilities. Given the IRS’s strict scrutiny of S corporation shareholder compensation, Collective strongly recommends consulting a qualified tax advisor to verify that the salary you set aligns with IRS guidelines for reasonable compensation based on your specific role, industry, and contributions.

     (ii) Disclaimer of S Corp Tax Benefits and Liability. COLLECTIVE MAKES NO GUARANTEE THAT ELECTING S CORPORATION STATUS WILL REDUCE YOUR TAX LIABILITY AND EXPRESSLY DISCLAIMS ANY WARRANTY OF PARTICULAR TAX RESULTS. Any references to potential S corporation tax savings in Collective’s marketing materials are based on general experience across members and industries and are illustrative only; they may not reflect savings applicable to your specific situation or spousal ownership considerations.

You are strongly encouraged to consult a tax professional or financial advisor to determine whether electing S corporation status is suitable for your business and how it may affect any spousal ownership. By using our services, you agree that any tax savings or financial benefits from S corporation status are not guaranteed, and Collective is not liable for any differences in tax liability resulting from your election. Additionally, you assume full responsibility for all tax obligations related to an S corporation election and agree to indemnify, defend, and hold harmless Collective, including its officers, directors, employees, and contractors, from any claims, losses, liabilities, penalties, or costs (including reasonable attorneys’ fees) arising from your election or related actions.

‍(d) Bookkeeping Services 

Collective’s Bookkeeping Services provide access to an embedded accounting and bookkeeping platform powered by Hurdlr, Inc., which enables recording and organizing financial transactions, categorizing income and expenses, reconciling bank and credit card accounts, and generating periodic financial statements for your business. The platform also includes an invoicing tool to assist you in creating and sending invoices to vendors and receiving payments. This invoicing tool is provided for your convenience and does not include management of accounts receivable or direct handling of funds on your behalf; you are responsible for tracking and collecting invoice payments. 

Collective has no obligation to provide Bookkeeping Services beyond those specified in these Terms or in a separate statement of work issued by Collective. UNDER NO CIRCUMSTANCES WILL BOOKKEEPING SERVICES INCLUDE, WITHOUT LIMITATION, FINANCIAL ADVISORY SERVICES, SALES TAX CALCULATIONS, PAYROLL PROCESSING, OR ORDER FULFILLMENT.

If you engage Collective for Bookkeeping Services, you agree to indemnify, defend, and hold harmless Collective, including its officers, directors, employees, contractors, and third-party service providers such as Hurdlr, Inc., from any damages, liabilities, or expenses (including reasonable attorneys’ fees) arising from your use of the Bookkeeping Services, except where caused by the gross negligence or willful misconduct of Collective or Hurdlr. 

     (i) Your Obligations.

          (1) Do Not Commingle Funds. You are responsible for keeping personal and business expenses separate and ensuring that all business expenses, such as meals, travel, and gifts, are supported by documentation required by tax authorities. If personal and business accounts are commingled, you must promptly notify Collective and ensure that all transactions recorded in your business’s books qualify as legitimate business expenses under Internal Revenue Code (IRC) Section 162. Failure to comply may lead to delays in service, inability to produce accurate periodic statements, or limitations on completing your tax return.

          (2) Cooperation and Access to Information. Collective’s ability to perform Bookkeeping Services depends on your cooperation. You agree to provide all necessary information and permissions, including (i) monthly statements for business bank and credit card accounts, which Collective will treat as confidential, (ii) timely responses to information requests on transactions to keep your records current, (iii) notification of changes in your finances, such as new bank accounts, business loans, asset sales, changes in health insurance premiums, or state unemployment insurance rates, and (iv) immediate updates on any major changes affecting your financial or tax situation, such as moving to a new state, changing your business address, or hiring employees.

          (3) Review of Financial Reports. You are responsible for the regular review of the monthly general ledger and financial reports available in your Account. You must notify Collective of any errors or discrepancies within 30 days of the report’s availability. Failure to do so may limit Collective’s ability to make timely corrections or adjustments and may impact the accuracy and completeness of any tax preparation services provided.

          (4) Quarterly Tax Estimates (QTEs) Disclaimer. You are generally required to make quarterly estimated tax payments to federal, state, and, in some cases, local tax authorities to avoid potential penalties for underpayment. Collective provides Quarterly Tax Estimates (QTEs) based on business transactions and financial data available through our bookkeeping services. These estimates are intended to assist you in making your quarterly tax payments but do not account for personal income, deductions, credits, or other financial data outside Collective’s access.

If prior-year tax information is available, Collective may, at its discretion, provide a safe harbor calculation for QTEs based on your previous year’s tax liability. However, this safe harbor calculation is not guaranteed and will only be provided if sufficient prior-year information is accessible.

Collective’s QTEs do not cover local taxes or additional tax liabilities in jurisdictions beyond your primary state of business registration unless specifically agreed upon. If your business operates in multiple jurisdictions, please inform Collective, as multi-state or local tax support may require additional services. We recommend consulting a tax professional to ensure all local and multi-state tax requirements are met.

By relying upon these estimates, you acknowledge that Collective provides QTEs based on available business-related information, and you are responsible for ensuring all tax obligations—including state and local requirements—are met. Collective is not liable for any penalties, interest, or liabilities resulting from underpayment of taxes due to incomplete information or tax issues not covered by our services.

     (ii) BOOKKEEPING SERVICES DISCLAIMER. ALL ADVICE AND INFORMATION MADE AVAILABLE BY COLLECTIVE IN CONNECTION WITH THE BOOKKEEPING SERVICES IS BASED ON THE INFORMATION YOU PROVIDE TO COLLECTIVE OR AUTHORIZE COLLECTIVE TO OBTAIN FROM YOUR BANKS AND OTHER THIRD PARTY PLATFORMS THAT SYNC DATA INTO OUR BOOKKEEPING SERVICES, AND THE BOOKKEEPING SERVICES CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST. WE WILL NOT AUDIT OR OTHERWISE VERIFY THE INFORMATION YOU SUBMIT, ALTHOUGH WE MAY ASK YOU FOR CLARIFICATION OF SOME OF THE INFORMATION. COLLECTIVE IS NOT RESPONSIBLE FOR ANY INFORMATION OR ADVICE GIVEN BASED ON ANY INACCURATE, UNTRUE, INCOMPLETE OR OUT-OF-DATE INFORMATION PROVIDED BY YOU. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTS AND OMISSIONS RELATED TO THE BOOKKEEPING SERVICES. SHOULD YOU NOT PROVIDE TIMELY AND ACCURATE INFORMATION, INCLUDING, BUT NOT LIMITED TO, KEEPING YOUR BOOKKEEPING IN ORDER, THEN WE MAY DISENGAGE SERVICES.

     (iii) No Guaranteed Results or Responses. Collective makes no representation or warranty that the Bookkeeping Services will be appropriate for your needs or suitable for your business. Collective does not guarantee and expressly disclaims any particular results. Since the Bookkeeping Services are based on the information you provide, Collective does not guarantee that services will be timely, accurate, current or complete. Although Collective may provide communication tools for you to connect with bookkeepers, it does not guarantee secure or immediate responses from its bookkeepers.

     (iv) Invoicing Tool Terms. Invoicing tools are powered by Hurdlr, Inc. to assist you in creating and sending invoices, with payment processing through Stripe or other third-party payment processors. This invoicing tool is provided as a convenience for managing invoicing needs, but Collective does not directly process payments or handle funds on your behalf.

          (1) Payment Processing. The invoicing tool integrates with Stripe and other third-party payment processors to facilitate vendor payments. Collective may set or control the fees related to Stripe payment processing within the invoicing tool, but Stripe is responsible for executing payment processing transactions. By using the invoicing tool, you agree to the terms and fees of Stripe or any other payment processor, including any processing fees or account requirements.

          (2) Data Security and Privacy. Collective and Hurdlr make commercially reasonable efforts to secure data used within the invoicing tool; however, data transferred through third-party payment processors, such as Stripe, is subject to those providers’ privacy practices. You and your vendors are responsible for understanding the privacy practices of any third-party providers used with the invoicing tool. Collective disclaims liability for security breaches, data loss, or unauthorized access occurring through third-party platforms.

          (3) Accuracy of Invoices and Payment Requests. You are responsible for the accuracy and completeness of invoice details and payment requests. Collective and Hurdlr do not verify the accuracy of these details, and errors may result in delayed or failed payments, for which neither Collective nor Hurdlr is responsible.

          (4) No Guarantee of Payment Receipt. The invoicing tool is provided as a convenience, but it does not guarantee payment from your vendors or customers, nor does it assume responsibility for unpaid invoices or collections. You are responsible for managing accounts receivable, following up on outstanding invoices, and resolving payment disputes directly.

          (5) Compliance with Applicable Laws. You are solely responsible for ensuring that all invoices and payments processed through the invoicing tool comply with local, state, and federal laws, including tax reporting and recordkeeping requirements. Collective disclaims liability for any legal issues arising from your use of the invoicing tool.

‍‍(e) Business Tax Services 

Collective’s Services include business tax return preparation and filing. Collective’s only obligations are as described in these Terms or in any separate statement of work. Participation in certain tax services may require acceptance of additional terms, which will be provided at the time of engagement.

     (i) Scope of Tax Services. Unless specified otherwise in a statement of work, our Tax Services are limited to preparing state and federal income tax returns for your business. IN NO EVENT WILL THE TAX SERVICES INCLUDE CONSULTATION ON ANY OTHER TAXATION ISSUES. COLLECTIVE MAKES NO COMMITMENT, AND HAS NO OBLIGATION, TO PROVIDE ANY ADVICE, INFORMATION, OR CONSULTATION REGARDING TAX MATTERS OUTSIDE THE SCOPE OF SERVICES SET FORTH IN THESE TERMS OR ANY STATEMENT OF WORK ISSUED BY COLLECTIVE. OUT-OF-SCOPE MATTERS INCLUDE, BUT ARE NOT LIMITED TO, FUTURE TAX PLANNING, RESEARCH AND DEVELOPMENT (R&D) CREDIT CONSULTATION, AND LOCAL, SALES, USE, FRANCHISE, EXCISE, OR GROSS RECEIPTS (B&O) TAXES. You agree to indemnify, defend, and hold harmless Collective and its agents from any damages, judgments, liabilities, losses, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from your use of the Tax Services, except in cases of gross negligence.

     (ii) TAX SERVICES DISCLAIMER. OUR WORK IN THE PREPARATION OF TAX RETURNS CANNOT BE RELIED UPON TO DISCOVER ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST. WE ASSUME YOU ARE PROPERLY AND TIMELY DISCHARGING ANY AND ALL OTHER TAX REPORTING OBLIGATIONS FOR WHICH YOU ARE RESPONSIBLE. IN THE EVENT YOU TERMINATE THE SERVICES PRIOR TO THE COMPLETION AND/OR FILING OF YOUR TAX RETURNS, COLLECTIVE SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO COMPLETING OR FILING YOUR TAX RETURNS. ALL ADVICE AND INFORMATION MADE AVAILABLE BY COLLECTIVE IN CONNECTION WITH THE TAX SERVICES IS BASED ON THE INFORMATION YOU PROVIDE TO COLLECTIVE. YOU UNDERSTAND THAT WE WILL NOT AUDIT OR OTHERWISE VERIFY THE INFORMATION YOU SUBMIT, ALTHOUGH WE MAY ASK YOU FOR CLARIFICATION OF SOME OF THE INFORMATION. COLLECTIVE IS NOT RESPONSIBLE FOR ANY INFORMATION OR ADVICE GIVEN BASED ON ANY INACCURATE, UNTRUE, INCOMPLETE OR OUT-OF-DATE INFORMATION PROVIDED BY YOU. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTS AND OMISSIONS RELATED TO THE TAX SERVICES.

     (iii) Limitations on Results and Responses. Collective makes no representation or warranty that the Tax Services will meet your specific needs or achieve particular outcomes. Since the performance of Tax Services depends on the information you provide, we do not guarantee that the Tax Services will be timely, accurate, current, or complete. While we may offer third-party tools to facilitate communication with our tax professionals, we cannot guarantee the security of these tools or guarantee timely responses from our team.

     (iv) State and Local Tax Obligations. As stated in our Terms, Collective’s Tax Services are limited to specific federal and primary state filings and do not include support for additional state and local tax obligations beyond the initial formation state (or primary state of registration).  

          (1) State Income Tax Filing Nexus. Businesses and individuals may have non-resident state income tax obligations in multiple states based on business activities, sales, property, or payroll in those states. You acknowledge and agree that Collective is not responsible for notifying you of any such requirements in states other than the primary state on record, or the state where we provided Formation Services if applicable. Collective is also not responsible for performing any analysis to determine whether nexus is established in additional states. Each state has its own requirements that may create nexus for income tax purposes. If we identify that nexus has been met, we may, at our discretion, assist in preparing additional state tax returns for an additional fee. You are solely responsible for informing Collective promptly if your business income or activities meet these nexus thresholds. Any tax liabilities, penalties, or interest resulting from unfiled or late-filed state or local tax returns are also your responsibility.     

          (2) State and Local Franchise, Excise, and Gross Receipts Taxes. In addition to income tax filings, businesses may be subject to various state or local franchise, excise, or gross receipts taxes. Collective does not prepare or file returns for franchise, excise, or gross receipts taxes on your behalf. While we may offer courtesy reminders for certain annual state fees or taxes, such as an annual minimum franchise tax, these notifications are not guaranteed, and Collective has no ongoing obligation to provide them. You are solely responsible for understanding and filing all franchise, excise, and gross receipts taxes as well as paying related fees and taxes.

          (3) State S Corporation Pass Through Entity Tax Election. Our Services do not include the filing of any state election for an S corporation to be taxed at the entity level. If your entity or a member of your entity elects to have your S corporation taxed at the entity level in any state, you must promptly notify Collective of this election. Please note that Collective reserves the right to deny or terminate your subscription to our Services if this election is made.

     (v) Authority to File Income Tax Extensions

In certain situations, it may be necessary or advisable to request an extension of your business tax filing deadline. This may result from unresolved issues, delays, or incomplete information received from you. Please note that filing for an extension may impact certain tax elections, extend the time for government agencies to examine your return, and affect potential penalties, interest, or other deadlines. Taxes owed remain due by the original deadline, regardless of any extension.

By accepting these terms, you provide Collective with written authorization to file federal and applicable state tax extensions on your behalf as deemed necessary, without needing additional consent for each request. In some cases, a physical or digital signature from you may be required on the application itself, such as for state tax extensions in certain jurisdictions or when specific forms require the taxpayer’s signature by regulation.

If you do not wish to have an extension filed on your behalf, please notify Collective in writing before the tax filing deadline. We will honor your request; however, you assume responsibility for any resulting late filing penalties or interest.

An extension allows additional time to file but does not extend the deadline for payment of taxes. You are responsible for making timely payments, and Collective is not liable for any penalties, interest, or liabilities arising from a missed payment deadline.You agree to provide all necessary information promptly to help avoid the need for extensions. If we determine an extension is in your best interest due to incomplete or delayed information, Collective may file the extension on your behalf unless you have opted out. 

     (vi) Standard of Care in Tax Return Preparation. Collective’s tax preparers exercise the standard of care expected of a reasonable tax return preparer in similar engagements. They will only sign returns where there is a reasonable belief in substantial authority or a reasonable basis for the tax positions taken, with required disclosures made under the IRC. If you request a tax position that Collective deems contrary to published guidance, frivolous, or intended to evade tax, we will be unable to complete your return. Additionally, if you are unwilling to disclose required information or if the lack of disclosure prevents us from signing, we will not complete your return.

     (vii) Recordkeeping and Reliance on Information. ‍You are solely responsible for fully disclosing all income and reportable tax transactions, as failure to do so may lead to penalties and additional liabilities. Collective holds no liability for undisclosed income or transactions. When tax law is unclear, or if tax authority interpretations differ, Collective’s agents will use their best professional judgment in selecting positions to align with applicable standards, although any resulting penalties remain your responsibility. You agree to review all tax returns, reports, and related documents carefully before signing or relying on them. You also acknowledge that it is your responsibility to comply with federal and state recordkeeping requirements, as Collective is not responsible for maintaining these records on your behalf.     

     (viii) Arguable Positions and Disclosure Requirements. When tax law allows for multiple interpretations, Collective will explain potential positions that align with professional standards and sign the return based on your selected position, provided it meets our understanding of tax guidelines, including the Code, Revenue Rulings, and other relevant guidance. Should the IRS or other authorities later contest this position, any additional taxes, penalties, interest, or professional fees will be your responsibility.

     (ix) Result Limitations and Error Correction. While Collective is committed to accuracy, we do not guarantee specific results. If you discover a clerical, data entry, or calculation error in your business tax return, we will correct it and, upon request, file an amended return, provided Collective originally prepared the return. Errors eligible for correction must not arise from incomplete or inaccurate information provided by you or from decisions made against our guidance. This correction guarantee does not cover disagreements with tax authorities or extend to individual shareholder personal returns prepared by third-party partners. Any penalties or interest related to individual shareholder filings are also excluded, as these are the shareholder’s responsibility. If an error in Collective’s preparation services results in penalties and/or interest charges from the IRS that would not have otherwise occurred, and you submit documented proof of payment to the IRS or state agency, we will reimburse you for those penalties and/or interest, up to a maximum of $10,000.

     (x) Substantiating Documentation. You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Collective’s records are not a substitute for your own, and you should retain all documents required to support reported income, credits, deductions, and other return information, as required by applicable tax laws and regulations. You represent that you can produce such documentation, if necessary, in response to any tax authority examination or inquiry. You are solely responsible for any additional tax, penalties, interest, and professional fees resulting from disallowed deductions due to inadequate documentation. You further acknowledge and agree that you understand and will comply with state and federal recordkeeping requirements, including those of the IRS, and that Collective has no responsibility for maintaining these records on your behalf.

     (xi) Limitations on Audit Support. While Collective does not provide direct representation in communications with governmental agencies or tax authorities, we are here to support you with general guidance if your tax return is selected for examination or if you receive a tax notice. For returns prepared by Collective, we can offer helpful resources, such as answers to frequently asked questions and links to relevant IRS materials, to assist you in addressing inquiries. However, please note that we do not assume power of attorney or represent you before any governmental agency or tax authority. Collective is not liable for any penalties, interest, or additional tax assessments resulting from tax authority notices or audits. As the taxpayer, you are responsible for meeting all tax authority deadlines and requirements.

‍(f) Payroll Software – Powered by Gusto  

Our platform includes access to Gusto, Inc.’s (“Gusto”) embedded payroll calculation, payment, and related tax reporting services (collectively, “Gusto Payroll Service”), provided directly to you by Gusto. Collective provides access to the Gusto Payroll Service through our platform for your convenience, but we do not provide or perform any functions of the Gusto Payroll Service. Gusto provides payroll services, including: (i) employee onboarding and human resources management; (ii) calculating payroll and associated liabilities on behalf of your company; (iii) processing payments, on behalf of your company to Individual Users; (iv) withholding, filing, and remitting payroll tax payments and filings; (v) remitting wage garnishments to local, state, or federal agencies; and (vi) access to third-party benefits providers. (See the Gusto Terms linked below for a full description of the Gusto Payroll Service.) “Individual User(s)” means your company’s eligible employees and independent contractors as that term is used in the Gusto Terms.

     (i) Use of the Gusto Payroll Service. Use of the embedded Gusto Payroll Service is subject to (a) your enablement of the Gusto Payroll Services, in accordance with Gusto’s Embedded Payroll Terms of Service, currently located at https://flows.gusto.com/terms (the “Gusto Terms”); (b) Gusto’s agreement to provide you with the Gusto Payroll Service; and (c) your acceptance of the Gusto Terms, as may be updated by Gusto from time to time. As Gusto is a separate entity from Collective, Collective cannot control and is not responsible for the actions, errors, or omissions by Gusto or its partners in connection with the Gusto Payroll Service, and Gusto’s liability for any such actions, errors, or omissions are governed by the Gusto Terms. In accordance with the Gusto Terms, you understand and agree that Collective may share information about you with Gusto to enable the provision of Gusto Payroll Service. You understand and agree that if termination of your account or the Services with Collective is not a termination of your account on the Gusto Payroll Service. Should you wish to terminate the Gusto Payroll Service, it is your sole responsibility to terminate such account or subscriptions in accordance with any agreement you have with Gusto. You understand and agree that by providing access to the Gusto Payroll Service, Collective is not acting in a fiduciary capacity in providing your company and/or Individual Users with the Gusto Payroll Service. You also acknowledge and agree that Gusto, not Collective, will be receiving, holding, and disbursing funds from you and on your behalf in connection with the Gusto Payroll Service.

     (ii) Service Availability. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Gusto Payroll Service may be inaccessible and unavailable, with or without notice. 

     (iii) Your Responsibilities. It is your responsibility to comply with any requirement of Gusto in its provision of the Gusto Payroll Service, including submitting complete, timely, and accurate information either directly to Gusto or to Collective acting as a service provider to Gusto. You agree to respond timely and accurately to requests for additional information, as may be requested from time to time by Gusto or Collective, and agree to maintain appropriate funds in your payment accounts as necessary for Gusto to provide the Gusto Payroll Service. You represent and warrant that for any information you share with us in connection with the Gusto Payroll Service, you have the authority to share such information. 

     (iv) Insufficient Funds. You acknowledge that if a payroll payment made via the Gusto Payroll Services has to be reversed due to insufficient bank funds and Gusto is unable to recoup the funds already paid via their Collections process, Gusto will bill this cost to Collective. In the event of the foregoing, Collective may (a) charge you via the payment method you provided to Collective pursuant to Section 7(a); (b) invoice you for such cost and, if so, you shall promptly pay Collective the applicable amount due; and/or (c) suspend or terminate the Services to you.

     (v) Employee Compensation and Withholding Compliance. If your business employs individuals, you have various federal, state, and local payroll tax and income tax obligations as both an employer and payor. Collective does not provide employment, labor, or immigration law advice, including on worker classification as employees or independent contractors. For guidance on these issues, consult a qualified employment attorney or professional.

You are responsible for obtaining, filing, and maintaining all required regulatory forms and documentation for payroll and withholding, regardless of jurisdiction. Such forms may include, but are not limited to, Forms I-9, W-2, W-4, W-8, W-9, 941, 1042, 1096, 1099, and relevant state forms. Although Gusto may assist with preparing these forms, you remain solely responsible for ensuring timely filings and tax payments, as taxing authorities hold you accountable.

     (vi) Access to External Benefits. Through the Gusto Payroll Service on our platform, you may have access to benefits offered by external partners, including SimplyInsured’s online health insurance platform, NEXT’s workers’ compensation insurance application process, and other Gusto partner services. Accessing these benefits requires consent to share employer and employee payroll information. Collective may receive a referral fee or other compensation if you choose to use these services, but this does not impact the cost to you or influence Collective’s provision of access to these benefits. Collective is not an insurance agent and does not (a) solicit or recommend any insurance products; (b) offer specific coverage or policy advice; (c) discuss insurance policy terms or pricing; (d) make representations or warranties regarding benefits provided through Gusto’s platform; or (e) provide guidance on selecting, managing, or using these benefits. For questions or assistance with benefits, you should contact the relevant benefits provider directly.

(g) Additional Services 

Collective may provide access to additional services to support your business beyond Collective’s core services described in Sections 2(a)-(f) or refer you to independent third-party service providers (“Service Providers”) for access to additional services (“Additional Services”). These Additional Services may include, but are not limited to, (i) registered agent services for your business (“Registered Agent Service”), (ii) business license search, (iii) selecting, establishing and funding of a bank account (“Bank Account Service”), (iv) preparation, execution, and/or filing and storage of applications for certain licenses for your business, (v) the preparation, execution, filing and/or storage of certain corporate documents (e.g. operating agreements, meeting minutes, statement of information, etc.) in connection with the operation of your business (“Corporate Documents Service”), and (vi) individual tax return preparation. 

     (i) Registered Agent Service. Collective does not directly provide registered agent services but may refer members to third-party providers, such as Registered Agent Services, Inc. (“RASi”). If you have not designated a registered agent or opted to act as your own, Collective will designate RASi as your default registered agent (“Registered Agent”). By using the Registered Agent Service, you authorize RASi to receive service of process on your behalf, including legal notices, government communications, and other items as required by applicable laws. RASi is further authorized to scan, upload, and transmit such communications to your email and account. When necessary, RASi may forward physical mail received on your behalf to the business address we have on record. Please keep your business address and contact information current, as all communications from RASi will be sent to the information on file. Collective covers the fees and manages renewals for the Registered Agent Service only for your primary registered entity while you maintain an account with us and use RASi as the designated agent. Upon termination of your relationship with Collective or upon appointing a different registered agent, you will be responsible for any associated costs, including government filing fees. State-specific information on registered agent changes and related fees can be found on your state’s website.

          (1) Declining or Terminating Registered Agent Service. If you wish to decline the Registered Agent Service upon signup, you may do so by notifying us in writing before or immediately after account activation. You will be responsible for reporting a registered agent or self-designating as your registered agent with the relevant state agencies. If you wish to terminate the Registered Agent Service prior to renewal or at any other time, please provide us with written notice at least 30 days before the desired termination date. Additionally, ensure a new registered agent is on file with the relevant state agencies before RASi’s resignation becomes effective. If you terminate your account with Collective, you may need to establish a direct relationship with RASi to continue service and assume responsibility for any fees going forward. If your business entity is dissolved, whether voluntarily or involuntarily, you are responsible for terminating the Registered Agent Service accordingly.

     (ii) Bank Account Service. You are solely responsible for selecting any bank you desire to use in connection with our Bank Account Service, and your use and participation in such Bank Account Service may be subject to additional terms and conditions depending on the bank you choose.

     (iii) Business Licenses. Collective does not provide business license services. However, we may provide Document Materials on the topic and may introduce you to independent service providers who may be able to assist in obtaining a business license. Collective has no responsibility with respect to your business license(s), including determining any required license(s), the payment of applicable fees or maintenance or cancellations thereof.

     (iv) Individual Tax Return Services. You may choose to purchase individual tax return services through Collective, in which case we will refer you to Tickmark, Inc. d/b/a Taxfyle (“Taxfyle”) to provide these services. When accessing Taxfyle’s services through our embedded platform workflow, you will be required to accept Taxfyle’s Terms of Service, which govern your use of their services. Through Taxfyle’s platform, you can connect with a third-party tax professional (“Taxfyle Tax Pro”), an independent contractor who will prepare your tax return in compliance with applicable laws and Taxfyle’s terms. At your direction, Collective may securely transfer your supporting tax documents to Taxfyle. You will be required to complete or furnish other certain documentation necessary for your individual tax return, and it is your sole responsibility to gather and provide all documents related to the preparation. Timely communication is also essential; responding promptly to requests from Taxfyle or your Taxfyle Tax Pro will ensure timely completion of your return. Collective will also receive a copy of the completed tax return once it is prepared. 

‍(h) Independent Service Providers 

Collective may refer you to independent Service Providers for certain Additional Services that Collective does not directly provide. If Collective refers you to a Service Provider for any Additional Services, you understand and agree that any engagement with these Service Providers may be subject to their own terms and agreements, which you may need to accept. Collective does not mandate that you work with any Service Provider, nor are our Service Providers required to work with you. Collective does not guarantee that any Service Provider will be available, willing, or able to assist you.

If you wish to terminate an Additional Service provided by a Service Provider, you must do so in accordance with any agreements you have directly with that Service Provider. Terminating your account or Services with Collective does not automatically cancel any Additional Services you have with a Service Provider. Additional Services may be subject to automatic renewals unless canceled in accordance with the applicable Service Provider’s terms.

     (i) No Responsibility for Advice and Information Provided. You acknowledge that: (i) Collective’s role is solely to facilitate an introduction between you and the Service Provider; (ii) Collective is not involved in any transactions or agreements between you and any Service Provider; and (iii) Collective does not control or assume responsibility for any advice, information, timeliness, or responsiveness provided by the Service Provider. Collective disclaims any liability for losses or damages arising from your engagement with a Service Provider, whether directly or indirectly related to the services they provide.

‍(i) Limitations on Services 

You acknowledge, understand, and agree that: (i) Collective is not a law firm, accounting firm or accountant, a financial advisor, insurance broker, or registered security broker or dealer, and as such, Collective provides no legal, financial, or accounting advice of any kind whatsoever; (ii) no information provided through the Services is intended to constitute, nor shall it be interpreted as, any such sale or offer to sell; (iii) you alone are responsible for all corporate, tax, securities and other legal and financial reporting, payment and compliance aspects of your personal and business activities; (iv) all information, forms, tools, and materials provided through the Services are provided to you for informational and educational purposes only and you are solely responsible for conducting your own due diligence or consulting with the appropriate subject matter expert (i.e., a licensed attorney for legal advice or a financial advisor for financial advice); and (v) none of the Services is intended to create an attorney-client relationship, and if you communicate with Collective then your communication will not be subject to any attorney-client privilege. Collective is not a registered security broker or dealer and is not regulated under the securities laws. Any company, investor or other user who uses the Services in connection with a potential transaction does so at its own risk and is solely responsible for conducting its own legal, accounting and due diligence review. Collective recommends that all companies and investors who use the Services seek legal counsel to review compliance with applicable federal, state and/or foreign securities laws and regulations, as well as the counsel of regulatory, tax and accounting advisors as applicable. In connection with any transaction involving securities, each user is required to assure compliance with all applicable securities laws and regulations. Any investor who intends to utilize the Services must be an accredited investor under United States securities laws, and it is your responsibility to verify such. A general solicitation or advertising may result in the loss of an applicable securities law exemption. All materials on this Site are strictly for informational purposes only. Collective has not investigated, and is not responsible for, the accuracy or completeness of any information or User Content provided through the Services. In connection with any transaction involving securities, each user is required to assure compliance with all applicable securities laws and regulations. Any investor who intends to utilize the Services must be an accredited investor under United States securities laws, and it is your responsibility to verify such.

     (i) Obligations and Responsibilities.

          (1) If you elect to receive any Services, including Additional Services, you (i) explicitly authorize Collective and/or its Service Providers to prepare, sign, and file forms and applications (“Forms”) on your behalf, to the extent necessary to provide you with the Additional Services; (ii) acknowledge and agree that you are solely responsible for determining whether any Service, including Additional Service, is appropriate for your business and whether Collective or the Service Provider holds the qualifications, training, and skills necessary for your business and  assume all risk arising from your election to receive and your receipt of any Services, including Additional Services (including those through our Service Providers); and (iii) agree to take full responsibility for providing Collective and/or its Service Providers with all necessary information to provide the Additional Services and communicate and cooperate with Collective and/or its Service Providers in all regards and in a timely manner with regards to the Services, including the Additional Services. You are responsible for the accuracy and completeness of all information provided. You represent and warrant that you have all the rights in and to any information necessary to provide the Services, including Additional Services, to you, and that our or our Service Providers’ use or our disclosure of information to our Service Providers as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. You agree that by electing to receive Services, including Additional Services, and by consenting and authorizing us to submit your information to Service Providers for the provision of any Additional Services, you have waived and released any claims against us and our directors, officers, and employees arising out of our use of that information and the applicable Service Provider’s use of such information, even if that use is not authorized by any applicable agreements between you and the Service Provider. 

          (2) You are solely and exclusively responsible for (i) managing your business, including communicating with any government authorities or Service Providers, (ii) keeping all contact information, including contact information provided to Service Providers and government entities, up to date, (iii) observing filing deadlines and filing requirements, (iv) paying any applicable fees and taxes, (v) verifying the availability and appropriateness of the desired business name, (vi) dissolving your business, if desired, (vii) entering information accurately and providing all necessary information for the provision of any Services, including Additional Services, and (viii) complying with any applicable laws and regulations. Failure to do any of the foregoing may result in delays in the Services or termination of your account.

(j) Electronic Communications 

The Services may enable you to send and receive valid e-signatures in the United States under the 2000 U.S. Electronic Signature in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted by individual states. Collective does not authenticate users’ signatures or identities. By using the Services, you hereby consent to using electronic signatures on Collective. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature or any resulting contract signed using Collective’s electronic signature service and technology.

3. Your Account

In the course of registering for and using the Services, you may be required to provide Collective with certain information, including your name, contact information, social security number, bank account information, business information, username, and password (“Credentials”). Collective handles such information with the utmost attention, care, and security. Nonetheless, you, not Collective, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information or other information relating to your account changes, you must notify Collective promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Collective of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Collective immediately at [email protected].

4. Content

Collective or its suppliers may provide various information, messages, text, graphics, software, photographs, videos, data, and other materials (collectively, “Content”) through the Services (“Collective-Supplied Content”). While Collective strives to ensure that the Content provided is accurate, complete, and current, Collective cannot guarantee and is not responsible for the accuracy, completeness, or timeliness of any Collective-Supplied Content.

Any tax-related information included in communications may not encompass a full description of all relevant facts or a complete analysis of tax issues and authorities. Such information is provided solely for educational purposes to the intended recipient and is not intended to be used to avoid tax obligations or penalties. Furthermore, communications with Collective do not constitute personalized tax advice and should not be relied upon by any other person or entity.

Any communication (including messages and any attachments) may contain confidential information intended for a specific individual and purpose and is protected by law. If you are not the intended recipient, you should delete such message and any disclosure, copying, or distribution of this message, or the taking of any action based on it, by you is strictly prohibited.

ALL CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS, OR OTHER INFORMATION THAT CONSTITUTE PART OF THE CONTENT EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, SERVICE PROVIDERS, ARE THOSE OF THE AUTHORS OR DISTRIBUTORS AND NOT OF COLLECTIVE OR ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS. YOU ASSUME THE RISK OF USING ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL COLLECTIVE, OR ITS AFFILIATES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY CONTENT OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES.

You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”

You agree that you are solely responsible for and that Collective has no responsibility to you or to any third party for any User Content, and for the consequences of your actions (including any loss or damage which Collective may suffer) in connection with such User Content. If you are registering for these Services on behalf of an entity, you also agree that you are responsible for the actions of anyone else you permit to use your account and for any User Content that such individuals might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. 

Collective may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Collective may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Collective may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Collective has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.

Collective reserves the right (but shall have no obligation) to monitor and remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Collective. In the event that you elect not to comply with a request from Collective to take down certain Content, Collective reserves the right to directly take down such Content. By submitting, posting or otherwise uploading User Content on or through the Services you give Collective a worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable, and non-exclusive license to file, reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of enabling Collective, or our Service Providers, to provide you with the Services, including any Additional Services you select, and for the limited purposes stated in our Privacy Policy. Additionally, Collective may collect, access, process, and analyze log and other data related to the Services (“Usage Data”) and use such Usage Data to troubleshoot, improve, and enhance the Services or for other development, diagnostic, security, and corrective purposes. Collective may disclose such Usage Data to third parties so long as such data does not contain personally identifiable data and is presented in aggregated form.

5. Proprietary Rights

You acknowledge and agree that Collective (or Collective’s licensors) own all legal right, title and interest in and to the Services, Document Materials, and Collective-Supplied Content. The Services, Document Materials, and Collective-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Except as provided in these Terms, Collective acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Collective, you agree that you are responsible for protecting and enforcing those rights and that Collective has no obligation to do so on your behalf.

Notwithstanding anything to the contrary, you agree to permit Collective to identify your business as a customer and to use your name and/or logo in Collective’s website and marketing materials.

6. License from Collective and Restrictions on Use

Collective gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services solely for your internal business use, in the manner permitted by these Terms.

You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Collective, in writing (e.g., through an open source software license); (ii) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services; (iii) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services, or any part of the Services; (iv) use any metatags or other “hidden text” using Collective’s name or trademarks; or (v) use the Services in any way outside of the expressly permitted uses stated here. 

You may not publicly share, redistribute, or sell Document Materials without Collective’s express written consent.

You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

You may not access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.

You may not access the Services for the purpose of bringing an intellectual property infringement claim against Collective or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, “scrape,” “data mine,” or in any way gather Content from the Services.

You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Collective, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services.

7. Pricing Terms; Automatic Renewal

(a) Generally: Our fees (“Fees”) are available here. By proceeding with checkout, you accept the applicable fees for the selected services. In addition to our monthly or annual subscription fee, additional fees may apply, including (i) one-time charges, such as onboarding fees or fees for business formation and related filings, which may vary by state, (ii) ongoing fees for maintaining your business status, and (iii) other fees for continuous services provided by Collective or its Service Providers, as agreed upon in writing. Website prices are subject to change, and clients will be charged the applicable fees at the time of registration or renewal. Annual subscribers lock in a discounted rate for the year at 15% off standard monthly rates, while monthly subscribers are charged the then-current rate, which may adjust periodically.

(b) Employee and Contractor Payroll Fees: Additional monthly fees may apply for each active employee or contractor paid through the Gusto Payroll Service, billed in arrears by Collective based on Gusto’s billing cycle. If you terminate your services with Collective, you will remain responsible for any ongoing payroll service fees directly to Gusto at their market rate (which may differ from Collective’s partner rate), unless you terminate services directly with Gusto.

(c) Fee Payment and Non-Refundability: Fees are typically charged prior to the performance of services, and any additional expenses (such as employee and contractor payroll fees) may be charged in arrears. Unless otherwise specified, all fees are non-refundable, including if you terminate your subscription before the end of your subscription term. If a payment attempt fails, Collective may attempt to charge your payment method multiple times. Should payment continue to fail, Collective will allow a seven (7) day grace period to cure the failure, after which Collective may terminate these Terms with or without notice. You authorize Collective (or its Service Provider) to charge your payment method (e.g., credit card, debit card, PayPal) for all applicable fees.

If Collective collects fees on behalf of Service Providers it introduces to you, our role is solely to remit those fees to the Service Providers. We may also facilitate payments directly to Service Providers or government agencies. Collective assumes no responsibility for the collection or remittance of such fees. If your Fees include filing fees for formation, you authorize us to pay these on your behalf. Note: Collective does not remit income or payroll taxes or hold funds on your behalf.

(d) Subscription Fees; Automatic Renewal: You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you select your subscription package (each, a “Service Commencement Date”). Except as set forth in these Terms, all fees for the Services are non-refundable. Your subscription will renew automatically and continue until terminated per these Terms. After your initial subscription period, and each subsequent period, your subscription will automatically renew (each, a “Renewal Commencement Date”) at Collective’s then-current rate unless you cancel at least thirty (30) days before the Renewal Commencement Date. If you cancel your subscription in accordance with this section, the subscription will end at the close of the billing cycle following the 30-day notice period.

(e) Discounts and Other Promotions: Any discount or other promotion must be redeemed within the specified trial period. At the trial’s end, standard fees apply, and no further discounts or promotions will be provided.

(f) Taxes: Fees do not include sales, use, or equivalent taxes, and you are responsible for any applicable taxes based on your location and services selected. 

(g) Referral Programs: Collective may offer certain referral incentives periodically, subject to our Referral Program Terms, and any additional terms that may apply to specific referral programs.

8. Data Privacy 

Our Services are provided in accordance with our Privacy Policy, available here. By using the Services, you agree to the collection, use, and handling of your User Content and personal information as described in these Terms and in Collective’s Privacy Policy.

(a) Consent for Tax Return Information (IRC §7216): In compliance with IRC Section 7216 and our Privacy Policy, Collective will not use or disclose your tax return information for purposes other than preparing and filing your tax returns without your explicit written consent. By engaging Collective for tax services, you acknowledge that we may only use the information you provide for fulfilling tax preparation and filing duties as outlined in our agreement, unless you expressly consent to further uses.

(b) Gusto Payroll Service: You understand and agree that Collective and Gusto may share data with one another in order to facilitate your use of the Gusto Payroll Services. Data that we receive from Gusto will be subject to and governed by our Privacy Policy. If you are a company and provide Individual User data to Collective, either directly or through Gusto, you represent and warrant that you have provided notice to and obtained consent from those Individual Users regarding your sharing of Individual User data with Collective. If you are an Individual User, you acknowledge and understand that in providing the Gusto Payroll Services, Collective and Gusto act as an intermediary between you and your company; as such, you authorize Collective to share with your employer any information that you provide to Collective, directly or through Gusto, in connection with the Gusto Payroll Services. 

(c) Additional Service Providers: Where applicable, certain features of the Services may involve sharing data with additional service providers. Any data shared with such providers may be governed by our Privacy Policy, the privacy policies of the service provider, or both, and may require further consent from you, depending on the provider’s own terms and requirements.

9. Modification and Termination of Services

Collective is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services that Collective provides may change from time to time without prior notice to you, subject to the terms in these Terms and our Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation: changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.

The Terms start on the earlier of (i) you clicking “I ACCEPT”; or (ii) you using any of the Services and will continue in full force and effect until terminated in accordance with this Agreement. You may terminate these Terms at any time by canceling your subscription to our Services in accordance with Section 7(b) of these terms. 

You agree that Collective, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Collective will not be liable to you or any third party for such termination.

You are solely responsible for exporting your User Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will endeavor to provide you a reasonable opportunity to retrieve your User Content.

Upon any termination of the Services or your account, these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Following cancellation of your account, you will have a reasonable period of time to download all data and information you have saved with our Services, and to transition/close any accounts with any Service Providers and/or tools you may have created via the Services. You are solely responsible for any and all matters related to your business following termination of your account, including the preparation and filing of your personal and business tax returns, unless Collective otherwise agrees in writing. Collective will not have any further liability or any obligations with respect to your business or any Service Providers you may have engaged via the Services.

10. Changes to the Terms

These Terms may be amended or updated from time to time. When changes are made, we will make a new copy of the Terms on the Site and update the “Last Updated” date at the top of the Terms. If we make any material changes, we will also send an email to you at the last email address provided to us. Any changes to the Terms will be effective immediately for new users of the Site and Services and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for registered users who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an email notice of such changes to registered users. We may require you to provide consent to the updated Terms in a specified manner before further use of the Site or the Services is permitted. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.

11. Disclaimer of Warranty

(a) Generally: YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES (INCLUDING BUT NOT LIMITED TO THE GUSTO PAYROLL SERVICES), INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

(b) Service Providers: COLLECTIVE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE ACTS OR OMISSIONS OF ANY SERVICE PROVIDER, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, OPINIONS OR ADVICE PROVIDED THEREBY.

(c) Your Actions: COLLECTIVE SHALL HAVE NO RESPONSIBILITY FOR YOUR ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE APPROPRIATE FOR YOU, AND FOR ANY RELIANCE THEREON. YOU ACKNOWLEDGE AND UNDERSTAND THAT SOME OF THE SERVICES, INCLUDING THE ADDITIONAL SERVICES ARE DEPENDENT ON THE INFORMATION YOU PROVIDE AND THAT YOU, NOT COLLECTIVE, ARE RESPONSIBLE FOR ENSURING SUCH INFORMATION IS ACCURATE AND COMPLETE. YOU ARE ALSO RESPONSIBLE FOR ANY ACTS OR OMISSIONS TAKEN WITH RESPECT TO ANY INFORMATION OR ADVICE PROVIDED BY OR ON BEHALF OF COLLECTIVE.

(d) Interactions with Other Users: YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU ACKNOWLEDGE AND AGREE THAT COLLECTIVE DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER.

(e) Limited Exclusions: NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT COLLECTIVE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

(f) Release: You hereby release Collective Parties (as defined in Section 13 below) and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of these Terms or your use of Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Collective Party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder.

12. Limitation of Liability

SUBJECT TO SECTION 11 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS ON COLLECTIVE’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT COLLECTIVE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL COLLECTIVE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

13. Indemnification

You agree to hold harmless and indemnify Collective, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or Service Providers (collectively “Collective Parties”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, (d) Collective Parties’ use of or reliance on information provided to Collective by your company or an Individual User, or (e) your User Content or use thereof, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

14. Third-Party Resources

The Services may include references or hyperlinks to third-party sites, content, or tools (“Third-Party Resources”). You acknowledge and agree that (i) Collective makes no representations and warranties regarding such Third-Party Resources, including the accuracy or completeness of any information provided; (ii) such Third-Party Resources may be subject to additional terms and conditions, which will be made available to you, and you are solely responsible for reading and understanding such terms and conditions prior to any use of applicable tools; and (iii) Collective is not liable for any loss or damage which may be incurred by you or other users as a result of the availability of these Third-Party Resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any Third-Party Resources or information provided through such Third-Party Resources. You understand and agree you use all Third-Party Resources at your own risk. 

15. Feedback

You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any such feedback, you hereby grant to Collective a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all feedback, and to sublicense the foregoing rights, to operate, maintain, and improve the Services.

16. Arbitration

Please read this section (the “Arbitration Terms”) carefully. It is part of your contract with Collective and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

‍(a) Applicability of Arbitration Terms: Subject to the terms of this Arbitration Terms, you and Collective agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or these Terms and prior versions of these Terms, including claims and disputes that arose between you and us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Collective may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Collective may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Terms, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.

(b) Informal Dispute Resolution: There might be instances when a Dispute arises between you and Collective. If that occurs, Collective is committed to working with you to reach a reasonable resolution. You and Collective agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Collective therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Terms (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Collective that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at 548 Market St., PMB 21938, San Francisco, CA 94104. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Terms shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

(c) Waiver of Jury Trial: YOU AND COLLECTIVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Collective are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Terms, except as specified in Section 16(a) (Applicability of Arbitration Terms). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

(d) Waiver of Class and Other Non-Individualized Relief: YOU AND COLLECTIVE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 16(i) (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Terms, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 16(i) (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Terms, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Collective agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Collective from participating in a class-wide settlement of claims.  

(e) Rules and Forum: This Terms evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Terms and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Collective agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Terms. The AAA Rules are currently available at https://www.adr.org/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Collective otherwise agree, or the Batch Arbitration process discussed in Section 16(i) (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Collective agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, who shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

(f) Arbitrator: The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 16(i) (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

(g) Authority of Arbitrator: The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Terms, including the enforceability, revocability, scope, or validity of the Arbitration Terms or any portion of the Arbitration Terms, except for the following: (1) all Disputes arising out of or relating to Section 16(d) (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 16(d) (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 16(d) (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 16(i) (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Terms applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 16(i) (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

(h) Attorneys’ Fees and Costs: The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Collective need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

(i) Batch Arbitration: To increase the efficiency of administration and resolution of arbitrations, you and Collective agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Collective by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Collective.

You and Collective agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

(j) 30-Day Right to Opt Out: You have the right to opt out of the provisions of this Arbitration Terms by sending written notice of your decision to opt out to [email protected], within thirty (30) days after first becoming subject to this Arbitration Terms. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Terms. If you opt out of this Arbitration Terms, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Terms has no effect on any other arbitration Terms that you may currently have, or may enter in the future, with us.

(k) Invalidity, Expiration: Except as provided in Section 16(d) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Terms are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Terms shall continue in full force and effect. You further agree that any Dispute that you have with Collective as detailed in this Arbitration Terms must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

(l) Modification: Notwithstanding any provision in these Terms to the contrary, we agree that if Collective makes any future material change to this Arbitration Terms, we will notify you.  Unless you reject the change by writing to Collective at 548 Market St., PMB 21938, San Francisco, CA 94104 within thirty (30) days of such change becoming effective, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Terms, constitutes your acceptance of any such changes. Changes to this Arbitration Terms do not provide you with a new opportunity to opt out of the Arbitration Terms if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Terms, and you were bound by an existing Terms to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or these Terms, the provisions of this Arbitration Terms as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Collective will continue to honor any valid opt outs of the Arbitration Terms that you made to a prior version of these Terms.

17. Miscellaneous

These Terms, together with our Privacy Policy, any applicable statements of work, and any other terms or policies incorporated into these Terms, constitute the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Collective to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Collective must be in writing and shall only apply to the specific instance identified in such writing. You acknowledge and agree that Collective shall not be responsible or liable for any delays, damages, losses or other liabilities arising from any cause or circumstance outside of Collective reasonable control, including any act of God or other force majeure event. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Collective agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in San Francisco, California. Collective does not sell, nor does it offer to sell, any securities. Where Collective requires that you provide an email address, you are responsible for providing Collective with your most current email address. In the event that the last email address you provided to Collective is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Terms, Collective’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Collective at the following email address: [email protected].  

18. Contact Us

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at [email protected].

When submitting a complaint, please provide a brief description of the nature of your complaint and the specific services to which your complaint relates.