Range

This tax preparation agreement (“Agreement”) between Range Tax, LLC (“Range,” “we,” “us”, or “our”) and you as our client (“you” or “your”) governs our provision of tax preparation services to you (as described herein) and is made effective as of the date when you click on the “I Agree” button (“Effective Date”). You represent to us that you are over the age of 18 and lawfully able to enter into and be bound by this Agreement. You and we are each referred to as a “party” and together as the “parties”.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Services; Scope of Engagement.
1. The following comprise the basic services provided under this Agreement (“Services”). We will prepare the following personal income tax returns (collectively, the “returns”): Form 1040, U.S. Individual Income Tax Return; resident state income tax return (if applicable); and, local income tax return (if applicable). You are responsible for notifying us if it is necessary to prepare any state and local income returns for jurisdictions other than those in which you currently reside as of the Effective Date of this Agreement by reason of having deemed yourself a resident and/or having taxable activity in such jurisdictions for the current tax year ended December 31. Except as expressly set forth otherwise herein, we are responsible for preparing one return with each of the foregoing jurisdictions for the current tax year ended December 31. Our Services further includes developing, training, testing, correcting, programming, and improving our software, processes, services and business generally, such activities for which may include the use of your Personal Information (as defined below). You consent to us and our contractors use internally of your Personal Information for programming, maintenance, repair, testing, or procurement of equipment or software. You may request additional services, such as the preparation or amendment of returns for any other tax years that may be due to any taxing authority (see the section below on Additional Services).
2. Joint Returns. The following in this paragraph applies only to the filing of joint returns. If any return we are to prepare in connection with this engagement is a joint return, and because both individuals on a joint return will sign such return, then each party to such joint return is our client. You each acknowledge that there is no expectation of privacy between both of you concerning our services in connection with this Agreement, and we are at liberty to share with either of you, without the prior consent of the other, any and all documents and other information concerning preparation of your returns. You also acknowledge that unless we are notified otherwise by both of you in advance and in writing, we may construe an instruction from either of you to be an instruction on your joint behalf; for example, approval of this Agreement by one of you is approval by both of you.
3. We will prepare the returns solely for filing with the Internal Revenue Service (the “IRS”) and applicable state and local taxing authorities. The returns are not intended to benefit or influence any third party, either to obtain debt or equity financing or for any other purpose other than the purpose intended by the taxing authorities. As a result, you agree to indemnify and hold harmless us and our partners, principals, shareholders, officers, directors, members, employees, affiliates, agents and assigns, with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS and state and local tax authorities, regardless of the nature of the claim, other than to the extent due to our gross negligence.
Additional Services.
1. Tax Planning Service. This Agreement does not include tax planning services or audit response, which are covered under your Range membership. While preparing your returns, we may bring to your attention certain available tax saving strategies for you to consider as possible means of reducing your income taxes in subsequent tax years. However, we are under no obligation to do so, and we will take no action with respect to any such recommendations, as the responsibility for implementation remains with you as the taxpayer.
2. Audit Response Service. Your returns may be selected for review by the taxing authorities, or you may receive a notice requesting a response to certain issues on your tax return. Any proposed adjustments by the taxing authorities are subject to certain rights of appeal. In the event of such tax examination or inquiry, we will be available upon request to represent you or respond to such inquiry. At that time, we will provide you a separate agreement to clarify the nature and extent of services we will provide regarding the tax examination or inquiry response and will render additional invoices for these services and any expenses incurred.
3. Other Additional Services. Other services not covered by this Agreement include, but are not limited to, additional filings, such as Form 990-T, appeals, amendments, and reporting interest on foreign assets.
Our Responsibilities.
1. We may encounter instances where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. In those instances, we will discuss with you each of the reasonable alternative courses of action, including the risks and consequences of each such alternative. In the end we will adopt, on your behalf, the alternative that you select after having considered the information provided by us, provided it is consistent with our understanding of current law and regulation and its interpretation. If the IRS or state or other tax authorities later contest the position taken, there may be an assessment of additional tax, interest, and penalties. We assume no liability for, and you hereby release us from, liability any such additional tax, interest, and penalties.
2. Pursuant to applicable tax law, we are prohibited from signing a return unless we have a reasonable belief that there is “substantial authority” for a tax position taken on the return, or unless we have a reasonable belief that there is a reasonable basis for the tax position taken on the return and we disclose this tax position on a separate attachment to the return. “Substantial authority” is generally viewed by tax professionals as requiring at least a 40% probability that the tax position taken will be sustained on its merits. However, under no circumstances may we sign a return with a tax position that has no or inadequate reasonable basis.
3. We will not audit or otherwise verify the information you submit to us. Accordingly, our engagement cannot be relied upon to disclose errors, incompleteness, or fraud or other illegal acts that may exist. However, it may be necessary to ask you for clarification of some of the information you provide, and we will use commercially reasonable efforts to inform you of any material errors, incompleteness, or fraud or other illegal acts that come to our attention. You agree that you will not and are not entitled to rely on any advice from us unless it is provided in writing.
4. Electronic Filing. Federal and certain state and local laws require the electronic filing of certain tax returns, requests for extensions or tax payments (e.g., quarterly estimates or other tax deposits). In some cases, a taxpayer may elect to file a tax return or make a payment in paper format and in other cases a taxpayer may not be permitted to opt out of electronic filing or payment. If you would like to opt out of electronic filing or payment and file returns or pay in paper format, you must contact us immediately so that we can determine if opting out is legally permissible and provide you with any required documentation. Our engagement includes our e-filing of your returns and submission of related payments. We will send you the returns or vouchers for your review together with Form 8879 (IRS e-file Signature Authorization) as well as any applicable state and local authorization forms, which you must complete, sign, and return to us. We will not e-file or electronically submit payments until we have received such forms, and, we are not responsible for any penalties or interest charges arising from any such late filing or payment.
5. Record Retention Policy. It is our policy to retain the documentation and information you submit to us for seven (7) years, after which time we may delete or destroy such documentation and information. Upon termination of or completion of our services under this Agreement, we will return your original records we have received from you.
Your Responsibilities.
1. Use of our Services does not relieve you of the responsibility for reviewing and approving the content, accuracy, and completeness of any tax returns we prepare. You are responsible for determining your state or local tax filing obligations with all state and local tax authorities. You agree that it is your sole responsibility to research and conform to all filing obligations. If you have income tax filing requirements in a given state or local jurisdiction but do not file that return, there could be adverse ramifications, such as, but not limited to, an unlimited statute of limitations, interest charges, penalties, etc. State and local income tax filing requirements change frequently. You may have a filing requirement now in a state or local jurisdiction for which you did not file in prior years because the jurisdiction’s filing requirements have changed. If it comes to our attention that you may have an obligation to file additional tax returns that we have not been retained to prepare, we will notify you and ask you to contact us. If you ask us to prepare additional returns, additional fees will be charged.
2. We will prepare the returns from information that you will furnish to us. It is your responsibility to provide all complete, accurate, and truthful information required for the preparation of complete and accurate returns. We will furnish you with a detailed client organizer and/or worksheets to guide you in gathering the necessary information.
3. The timeliness of your cooperation is essential to our ability to complete our Services under this Agreement. Specifically, we must receive sufficient information from which to prepare your returns at least thirty (30) days prior to the applicable filing deadline (generally, April 15^th. Accordingly, if we do not receive this information from you within thirty (30) days of the applicable filing deadline, it may be necessary to file an extension of the due date of your returns, You agree that we may file an extension if we deem it reasonably prudent. We do not charge for filing an extension.
4. Disclosure Statements of Transactions. The IRS requires you to file certain disclosure statements regarding tax strategies and reportable transactions. Unless you advise us otherwise or provide us with specific disclosure information, we will assume that none of the transactions that will be reflected on your returns were: (1) entered into subject to an agreement that requires you to keep the transaction confidential, (2) entered into subject to an agreement that the fee you paid would be contingent upon your receiving the transaction’s intended tax benefits, (3) identified in U.S. Treasury Regulations as loss transactions that must be disclosed, including loss transactions that pass-through to you from S Corporations, partnerships and trusts, if applicable, or (4) the same as or substantially similar to a transaction identified by the IRS as a tax avoidance transaction. You agree to indemnify and hold us harmless with respect to any additional taxes, penalties, and interest imposed on you by taxing authorities resulting from your failure to timely notify us in writing of all such transactions in order to facilitate the timely preparation and filing of your tax returns.
5. Documentation. You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. You should retain all documents, canceled checks and other documents and information that provide evidence and support for reported income, expenses, credits, and deductions on your returns as required under applicable tax law. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You are responsible for the adequacy of all such documents. You represent and warrant that you have such documentation and can produce it if needed to respond to any audit or inquiry by taxing agencies. You agree to indemnify and hold us harmless with respect to any additional taxes, penalties, or interest imposed on you by taxing authorities resulting from the disallowance of tax deductions due to inadequate documentation. At your request, we are available to answer your questions and advise you on the types of documentation required. You agree that you will not and are not entitled to rely on any advice unless it is provided by us to you in writing. You have the final responsibility for the returns and, therefore, you should review them carefully for accuracy and completeness before you sign them.
6. Self-Directed Retirement Plans. Individuals who hold certain investments within their self-directed retirement plans, such as private equity or leveraged real estate, may be required to cause such retirement plan to submit an additional tax return filing (Form 990-T, Exempt Organization Business Income Tax Return) as certain types of income attributable to these investments are considered unrelated business taxable income (“UBTI”), which is subject to income tax. If your self-directed retirement plan has made any investment which generates UBTI, you must contact your plan custodian to determine what additional steps, if any, are required to comply with the current tax laws. Unless specifically indicate to us that a representation cannot be made, you confirm that your self-directed retirement plan(s) have not recognized any UBTI and therefore do not require additional filings to comply with current federal tax law. The filing of Form 990-T is not within the scope of services this Agreement.
Fees and Billings.
1. Our services under this Agreement are included as part of your existing Platinum or Titanium subscription with Range Finance Inc. (“Range Finance”). In the event your subscription as a Platinum or Titanium subscriber during the term of this Agreement expires or is terminated, this Agreement will automatically terminate without any requirement for further notice or action. If we encounter unusual circumstances that would require us to expand the scope of the services under this Agreement, or if you request additional services, we will notify you of the additional fees and will proceed only with your prior approval.
2. Payment Terms. All fees for Additional Services requested or agreed to by you (we will confirm in writing) and you agree that we may charge your credit card on file with us for such fees.
3. If we suspend our services or terminate this Agreement, you agree that we will not be responsible for your failure to meet taxing authority and/or other deadlines, for any penalties or interest charges that may be assessed against you resulting from the failure to meet such deadlines, or for any other damages (including, but not limited to, consequential, indirect, lost profits, incidental, special, or punitive damages) incurred as a result of such suspension or termination. Further, in the event that we become obligated to pay any judgment under a court proceeding, an award under any mediation proceeding, or penalty assessed by any taxing authority in our capacity as a tax preparer, you agree to pay any amount required in settlement of such obligation, and any costs incurred, as a result of any inaccurate or incomplete information that you provided to us during the course of performing the services under this Agreement. You agree to indemnify and hold us harmless against such obligations and/or costs. Notwithstanding the foregoing, we may, at our option, still file your return.
Penalties and Interest.
1. Various penalties and interest charges may be imposed by the taxing authority when taxpayers fail to comply with federal, state, or local tax law, including, without limitation, failing to file or late filing of tax returns, and failing to pay the full amount of taxes owed by the filing due date. Furthermore, additional penalties and interest may be imposed when taxpayers fail to remit the proper amount according to subsequent year tax estimates. Based on information you provide to us, we can assist you in determining the correct amount of taxes owed for the current year and subsequent year tax estimates. You acknowledge that any penalties and interest that arise due to the underestimation of current year taxes owed, or subsequent year tax estimates remitted, are your responsibility, and that we have no responsibility therefor.
Changes in Tax Law and Information.
1. The returns we prepare for you are based on the current tax law and regulations, as we understand them, at the time of preparing the returns. We are not responsible for future changes in the law or regulations that may affect returns we have already prepared in connection with prior tax years, including changes that may require the amendment of previously filed returns. While we may attempt to advise you of such changes, we are under no obligation to do so. In addition, if, during our work, we discover information that affects your previously filed tax returns (whether or not filed by us), we will make you aware of the facts; however, we are not responsible for identifying items that may affect previously filed returns. If you become aware of such information, please advise us. Should you desire that we prepare an amended return, we may separately agree to do so by means of a separate agreement with you.
Data Privacy.
1. We will maintain the confidentiality of the information as set forth in this Agreement. Your rights and our responsibilities to you regarding the collection, processing, and use of your Personal Information and your rights to limit the use and disclosure of such information, are set forth in our Privacy Policy, available at https://www.range.com/public/privacy as amended from time to time, and effective on the date posted (and which is incorporated by reference herein). Such rights and responsibilities are further defined by applicable laws and regulations of national and state governments and international bodies. In the event of any controversy regarding our collection, use, processing, transfer, or receipt of any information about you, you agree that remedies will be expressly limited to those specifically provided by the applicable laws and regulations, in accordance with this Agreement. “Personal Information” means (a) any information which identifies a specific living identifiable individual, (b) taxpayer information as defined in the Internal Revenue Code, and (c) any information defined by applicable law as “personal information” or “personally identifiable information” or similar term.
Data Ownership and Usage.
1. Definitions. “Customer Data” means all electronic data (including, but not limited to, Personal Information, as defined under applicable data privacy law) you provide to us. “Derivative Data” means, collectively, (i) information derived or generated from or based on Customer Data, but not containing Customer Data, (ii) Customer Data which has been de-identified or anonymized so that it no longer identifies a specific individual; and, (iii) Customer Data which has been aggregated with other data but which no longer identifies a specific individual or Customer. “Usage Data” means statistical data related to your use of the Services and data derived from it, that is used by us, including to compile statistical and performance information related to the provision of the Services.
2. Ownership of Customer Data. As between you and us, you own all Customer Data.
3. Use of Customer Data. You hereby grants us and our contractors and service providers a limited, nonexclusive right and license to use all Customer Data during this Agreement internally: (a) provide the Services; (b) to create, test, train, correct, and inform software, including algorithms, machine learning and product automation; (c) to develop, create, extract, compile, synthesize, analyze and commercialize statistics, analytics, metrics, reports, benchmarks, measures and other information; and, (d) to improve or develop existing or new products or services, and, after expiration or termination as permitted herein.
4. Derivative Data and Usage Data. 120Water shall irrevocably own all Derivative Data and Usage Data and may use or disclose it in any way it chooses. This Section 9.D shall survive any expiration or termination of this Agreement.
Data Security.
1. We have implemented technical, administrative, and organizational security measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, destruction, alteration and disclosure. Your Personal Information is stored behind secured networks and a firewall and is only accessible by our personnel and by a limited number of service providers who have special access rights to our systems, and who are required to keep the information confidential. Our software is scanned on a regular basis for security holes and known vulnerabilities in order to better protect your data.
2. The safety and security of your membership account login information also depends on you. You are responsible for keeping confidential all login credentials to your membership accountt. You agree to not disclose any such login credentials with any third party. If you become aware of any potential compromise of your login credentials, you must immediately change the relevant password. You agree to and do hereby release and forever discharge us and our affiliates, subsidiaries, parents, officers, directors, employees, successors, assigns and contractors (collectively, “Range Group”), and you will indemnify, defend, and hold Range Group harmless, from any and all past, current, and future liability, claims, demands, damages, losses, fines, penalties, assessments, private rights of action, or other actions, of whatever kind of nature, either in law or equity, as well as costs (including, but not limited to, attorneys’ fees and costs), which arise from any failure of you to maintain the security of your email or other accounts which results in unauthorized access by a third party to your membership account and the transfer of funds by us in reliance of instructions purporting to originate from you.
Disclosure; Privilege.
1. As provided in U.S. Treasury Regulations, you and each of your representatives or other agents may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction that may fall within the scope of services under this Agreement and all materials of any kind, including opinions or other tax analyses, that may be provided by us to you by us relating to any such tax treatment and tax structure.
2. You acknowledge that certain documents and other communications involving and/or disclosed to or by us may be subject to one or more claims of privilege by you or on your behalf (e.g., Code Section 7525 tax advisory privilege, etc.). Although you are solely responsible for managing the recognition, establishment, and maintenance (e.g., possible waiver) of these possible protections (and for involving legal counsel as you deem necessary), you will notify us if you wish to invoke the confidentiality privilege and we will cooperate with your reasonable written instructions regarding same, other than as required by law or regulation. You should be aware that should circumstances arise where you wish to divulge or have us divulge privileged information to others, such disclosure may result in a waiver of the confidentiality privilege. If you wish us to divulge privileged information, you must provide us with advance written authorization to make such disclosure. In addition, if it is ultimately determined that a significant purpose of the tax return was to avoid or evade any federal income tax, you should be aware that the confidentiality privilege under Code Section 7525 will not apply to the communications between us and you. We will respond to the IRS or other government agency as required by law.
3. If we receive a request from a third party, including, but not limited to, the IRS or other government agency, a subpoena, summons, or discovery demand in litigation, calling for production of privileged information, we will notify you and follow your reasonable instructions regarding any third-party requests for such material before we will disclose such information, other than to the extent required under applicable laws, regulations, or rules. You hereby agree to indemnify and hold us harmless from, and be responsible for, our fees and expenses incurred (including attorneys’ fees and costs, court costs, costs of outside advisors, and any other cost imposed, whether by way of penalty, fine, assessment, or otherwise, and interest) as a result of your assertion of the confidentiality privilege or your direction to us to assert the privilege on your behalf or in the event that we determine that it is required by applicable law, regulation, or rules to assert the privilege without having received your direction.
Representations and Warranties; Disclaimer.
1. We warrant that we will provide the Services in a professional and workmanlike manner.
2. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY STATED HEREIN, THE SERVICES PROVIDED BY US ARE PROVIDED “AS IS” WITHOUT ANY STATUTORY OR IMPLIED WARRANTY OF ANY KIND AND NO OTHER WARRANTIES, GUARANTEES, CONDITIONS OR REPRESENTATIONS, WHETHER IMPLIED, STATUTORY OR OTHERWISE, ARE MADE. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND UNINTERRUPTED, ERROR-FREE USE. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. THIS DISCLAIMER OF WARRANTIES AND LIABILITIES APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORD OR SERVICES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
3. You represent and warrant to us that: (i) you full power and authority to enter into this Agreement and perform your obligations hereunder; (ii) that you will comply with all applicable laws, rules, and regulations; and, (iii) that all information you (and your spouse, if a joint return is to be filed) provide to us in connection with this Agreement is accurate, current, truthful and complete. You agree not to misrepresent your identity or account information.
Suspension; Termination.
1. Suspension. We may immediately suspend providing the Services, in whole or in part, with or without notice to you if: (a) we reasonably believe that you has violated any applicable law which may have a potentially adverse effect on us or our other customers; (b) we believe that providing the Services to you may violate any applicable law or regulation; (c) we reasonably believe that suspension is necessary to protect our or our service providers’ servers, systems, infrastructure, data, or information, from a denial of service attack, security breach, introduction of a virus or other malware, ransomware attack, or similar event; (d) requested or ordered by a law enforcement agency, government agency, or similar authority; or, (e) you fail to cooperate with us to investigate suspected violations of this Agreement.
2. Termination.
  1. This Agreement shall terminate automatically if your membership agreement terminates. Either party may terminate this Agreement for cause if the other party commits a material breach of this Agreement (such as, but not limited to, your inability or refusal to timely sign a return, your non-responsiveness, slow responsiveness, or repeated incomplete responses to requests for information, or disagreement by you with our recommendations regarding tax return filing and reporting obligations, tax return positions to be taken, or disclosures to be made in the returns), that (other than a failure of Client to timely pay any fees owed) remains uncured forty-five (45) days after written notice of such breach is delivered to the other party.
  2. Termination without Cause. You may terminate this Agreement without cause by providing thirty (30) days’ prior written notice to us, in which event you agree to pay us any fees owed within ten (10) days of such termination.
3. Effects of Termination.
  1. Upon expiration or termination of this Agreement your access to your account and information will be terminated. We may retain or delete your information and files as required by law or pursuant to our data retention policy.
4. Survival. In addition to any provisions which are expressly stated herein as surviving, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, the following Sections (heading references provided only for guidance) shall survive expiration or termination for the time stated therein, or, if none stated, then indefinitely: 9 (Data Ownership and Usage), 11 (Disclosure; Privilege), 14 (Limitation of Liability), 15 (Indemnification), 18 (Dispute Resolution), and 19 (General).
Limitation of Liability.
1. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OPPORTUNITY COSTS, COST OF SUBSTITUTE SERVICES, ETC.), EVEN IF WE OR OUR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO CASE SHALL THE TOTAL AGGREGATE LIABILITY OF US, OUR OWNERS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS TO YOU UNDER OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF THE AMOUNT THAT YOU PAID TO US FOR THE SERVICES UNDER THIS AGREEMENT OR US $1,500.
Indemnification.
1. Indemnification by You. In addition to your indemnification obligations set forth elsewhere in this Agreement, you agree to indemnify and hold harmless us and our officers, directors, employees, service providers, agents, and affiliates from and against any and all claims, demands, allegations, actions, or the like, for any and all liability, damages, losses, penalties, fines, assessments, interest, costs, and expenses (including attorneys’ fees and costs) arising out of or relating to any breach of your representations, warranties, or obligations set forth in this Agreement.
Force Majeure Events.
1. We shall not be liable to you for any delay or inability to provide the Services if such failure is due to any cause beyond our reasonable control, including, but not limited to (i) labor disputes, strikes, or lockouts (but excluding nonunion labor shortage or disputes), or labor unavailability or workplace closure as required or recommended by government or agency due to pandemic, epidemic, or other widespread health emergency (e.g., SARS, coronavirus, etc.); (ii) riots, war, acts of terrorism, or other civil disturbance; (iii) fire, flood, earthquake, tornado, hurricane, snow, ice, lightning, or other natural disasters, elements of nature or acts of God, (iv) outages, cable cuts, power crisis shortages, infrastructure outages or failures, internet failures, interruption or failure of telecommunications carriers or digital transmission links, network congestion, computer equipment failures, telecommunication equipment or other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, all of the foregoing in this Subsection (iv) being of or due to third party providers or utility service providers; (v) acts of computer, system, or network sabotage or file lockup (e.g., ransomware attack), DDOS or other network attacks, intrusion, or other failures; (vi) any law, order, regulation, direction, action or request of the United States, state or local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of such instrumentality, or of any civil or military authority, or national emergencies, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown; (vii) change in law or regulation making performance impracticable without having material impact on such party’s ability to perform under this Agreement without material increase in cost, resources, or time; or, (viii) national or regional shortage of adequate power or telecommunications or transportation.
Electronic Communication.
1. In the interest of facilitating our services to you, we may communicate by email or send data over the Internet (e.g., by ftp). Such communications may include information that is confidential to you. While we will use reasonable efforts to keep such communications secure, we have no control over the unauthorized interception of these communications once they have been sent and consent to our use of these electronic devices during this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions.
2. You agree to and do hereby consent to receive mail and electronic communications (email, text/SMS and by telephone) from us concerning information and/or our Services, including notices under this Agreement (collectively, “Communications”). Communications may be those that we are required to send to you by law (e.g., data security incident notifications) concerning us, your account or information or the Services (“Required Communications”). The Communications may also be those that we send to you for other reasons. You may change the email or mobile phone number on file for your account by visiting your account profile page or by contacting us. You may opt out of receiving all Communications, other than Required Communications, via email by sending a notice to us that identifies your full name, user name and email address; however, you will not receive any further electronic notices from us (other than Required Communications), which notices may include important notices or announcements. You may change the email on file for your account by visiting your membership account profile page or by contacting us.
Dispute Resolution.
1. Time Limitation. Any claim or action against us must be brought within twelve (12) months of the cause arising, otherwise such claim or action is permanently barred.

MANDATORY ARBITRATION

In the event of any dispute, claim, question or disagreement arising from or relating the Services, this Agreement or the breach thereof, the parties hereto shall use reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by binding arbitration in Fairfax, Virginia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this Section 18. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties.
The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to this Agreement. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.
The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction.
Class Action Waiver. Other than to the extent prohibited by applicable law, any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. You agree that neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under this Agreement or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Waiver of Jury Trial. Other than to the extent prohibited by applicable law, each party irrevocably and unconditionally waives any right we or you may have to a trial by jury for any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

General.
1. Governing Law; Jurisdiction; Venue. Any disputes under this Agreement shall be resolved under the laws of the Commonwealth of Virginia without reference to conflict of laws principles. Any action or proceeding arising from or relating to this Agreement, where expressly permitted under this Agreement, may only be brought in the federal or state courts located in Fairfax County, Virginia, and each party irrevocably submits to such exclusive jurisdiction and venue.
2. Subcontractors. We may subcontract services or use service providers, such as, but not limited to, data hosting and storage, to third parties, which may be inside or outside the United States. We shall remain responsible for all acts and omissions of our subcontractors and service providers related to our performance under this Agreement.
3. Assignment. This Agreement may not be assigned, transferred, or conveyed, whether by contract, merger, or operation of law (collectively “assign” and its variants) by you without our prior written consent. Any attempted assignment in violation of this Agreement shall be of no power or effect.
4. Miscellaneous. This Agreement, including all hyperlinked documents referred to herein and incorporated by reference, sets forth the entire understanding and agreement between you and us regarding the subject matter of this Agreement and supersede all prior or contemporaneous proposals or communications, oral or written, between the parties relating to the subject matter of this Agreement. The background recitals form a material part of this Agreement. If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect. The parties agree that the Services provided hereunder are considered provided in the state of our headquarters. No waiver of any right under this Agreement shall be deemed effective unless contained in writing signed by a duly authorized representative of the party against which the waiver is sought to be enforced, and no waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.
5. Modification of this Agreement. We reserve the right to modify this Agreement from time to time, with or without notice, and we will post the modified Agreement at www.range.com/policies/tax-prep-agreement or other interfaces through which you have registered for the Services. You acknowledge and agree that it is your responsibility to review that website periodically to familiarize yourself with any modifications. With respect to such modified Agreement, we may, at its sole discretion, require you to execute a “click accept” agreement incorporated into or as a condition of accessing or using the Services. Even without such “click accept” agreement, your continued use of the Services after such modifications will constitute your acknowledgement and agreement of the modified Agreement.

Tax Preparation Agreement