Audit Shield Terms And Conditions

These Audit Shield Supplemental Terms and Conditions (“Audit Shield Terms”) govern Customer’s access to and use of the Audit Shield feature (“Audit Shield” or the “Service”) offered by Zenwork Inc. (“Zenwork”) through its Tax1099 platform.

These Audit Shield Terms supplement and form part of the applicable Zenwork Software as a Service Terms and Conditions (the “SaaS Terms”) and applicable Quote governing Customer’s use of the Services. Capitalized terms not defined in these Audit Shield Terms have the meanings given to them in the SaaS Terms.

Except as expressly set forth in these Audit Shield Terms, the SaaS Terms apply to Audit Shield without modification. If there is a conflict between these Audit Shield Terms and the SaaS Terms, these Audit Shield Terms will control solely with respect to the Audit Shield-specific subject matter addressed herein.

1. SCOPE OF AUDIT SHIELD

1.1 Protected Submissions

“Protected Submission” means a submission made through Tax1099 that includes one or more original returns for forms supported by Tax1099, for which Customer has selected and paid the applicable Audit Shield fee, and only with respect to the filings within that submission that are accepted by the IRS, subject to the eligibility requirements and exclusions set forth in these Audit Shield Terms. “Calendar Year” means the twelve (12) consecutive calendar-month period commencing on January 1 and ending on December 31 of the same calendar year.

1.2 Eligible Notices

Audit Shield applies to eligible IRS and state tax authority notices and penalty notices relating to a Protected Submission (“Eligible Notice”).

Audit Shield applies at the federal level and in all U.S. states for which Tax1099 supports the applicable filings, and Puerto Rico filings, subject to the applicable eligibility requirements and exclusions.

1.3 Audit Shield Assistance

For an Eligible Notice, Zenwork personnel will provide non-regulated assistance that includes:

• (a) reviewing the applicable notice;
• (b) assisting Customer in preparing a response to the applicable tax authority; and
• (c) helping Customer identify and organize supporting documents reasonably required in connection with the response.

2. ELIGIBILITY AND COVERAGE PERIOD

2.1 Eligibility

Customer is eligible for Audit Shield only where:

• (a) Audit Shield is selected and the applicable Audit Shield fee is paid for the Protected Submission;
• (b) the Protected Submission may relate to the current or a prior Calendar Year, provided that the applicable return is submitted through Tax1099 after Audit Shield becomes generally available or otherwise satisfies these Audit Shield Terms;
• (c) Customer’s Tax1099 account is active and not suspended, all amounts due in connection with the applicable Protected Submission have been paid, and Zenwork has not confirmed fraud or misuse associated with the account or submission; and
• (d) Customer satisfies the other applicable Audit Shield requirements expressly disclosed by Zenwork on its Tax1099 website.

2.2 Prospective Application and Prior Calendar years

Coverage for each eligible filing within a Protected Submission begins only after Zenwork receives payment of the applicable fees including the filing fee, audit shield fee as well as any other add ons required, and that the IRS accepts that filing. Coverage for that accepted filing begins on the date of IRS acceptance and continues for three (3) years from that date.

2.3 Refunds

All Audit Shield fees are non-refundable, except as otherwise determined by Zenwork in its sole discretion.

3. CUSTOMER RESPONSIBILITIES

In addition to Customer’s obligations under the SaaS Terms, Customer must:

• (a) notify Zenwork of the applicable Eligible Notice through the method designated by Zenwork within seven (7) business days after Customer receives the notice;
• (b) provide Zenwork with all information, records, correspondence, and supporting documentation requested by Zenwork no later than seven (7) business days before the applicable response deadline stated in the Eligible Notice;
• (c) promptly cooperate with Zenwork personnel in connection with the Eligible Notice; and
• (d) remain responsible for monitoring and complying with all applicable governmental response, filing, payment, and other deadlines.

Failure to satisfy the foregoing requirements may limit or prevent Zenwork’s ability to provide Audit Shield assistance, and Zenwork will not be responsible for any missed deadline or resulting consequence to the extent caused by Customer’s delay in notifying Zenwork or providing requested information or documentation.

Submission of a notice or other Eligible Notice to Zenwork does not transfer responsibility for any governmental deadline to Zenwork.

3.1 Tax Transcript Authorization

Where Zenwork requests a tax transcript or other tax information in connection with Audit Shield assistance, Customer will timely provide, and will cause the applicable payer or taxpayer to provide, any signed authorization, consent, or form reasonably required for Zenwork to obtain such information, including IRS Form 8821, Form 4506-C, or any successor or equivalent authorization, as applicable. Customer represents that it has authority to provide or procure such authorization. Failure to provide the required authorization may limit or prevent Zenwork from obtaining the applicable transcript or providing related Audit Shield assistance.

4. DISCLAIMER AND LIMITATION OF LIABILITY

Audit Shield is a technology-enabled support service under which Zenwork personnel provide non-regulated assistance in connection with Eligible Notices. Audit Shield does not constitute legal, accounting, tax advisory, audit defense, or other regulated professional services and does not create an attorney-client, accountant-client, tax adviser-client, or other regulated professional relationship.

Zenwork will not appear for, represent, or act as Customer’s representative before the IRS, any state tax authority, or any other governmental authority. Unless expressly stated otherwise in the applicable Audit Shield product description, Audit Shield does not include administrative appeals, litigation, or negotiation with a governmental authority on Customer’s behalf.

Audit Shield does not guarantee that Customer will avoid a notice, audit, examination, inquiry, assessment, penalty, or other governmental action; that a governmental authority will accept any filing, response, explanation, or position; or that any penalty, interest, assessment, or other liability will be waived, reduced, or avoided.

Notwithstanding the limitation of liability provisions in the SaaS Terms, solely with respect to claims arising from Audit Shield, to the maximum extent permitted by applicable law, Zenwork’s total aggregate liability arising out of or relating to Audit Shield, whether in contract, tort (including negligence), statute, or otherwise, including any claims, disputes, damages, losses, or liabilities, shall in no event exceed the fees actually paid by the Customer for the applicable Audit Shield coverage giving rise to such claim, subject to an absolute maximum liability cap of four dollars and ninety-nine cents (US $4.99).

5. EXCLUSIONS

Audit Shield does not apply to:

• I. submissions made through any platform other than Tax1099;
• II. notices or penalties arising from late filing;
• III. returns other than original returns prepared and filed through Tax1099;
• IV. matters concerning fraud, misrepresentation, sanctioned accounts or transactions;
• V. forms, filings, or situations not supported by Tax1099;
• VI. complex foreign transactions;
• VII. filing taxes or seeking Audit Shield assistance on another person’s behalf pursuant to a power of attorney;
• VIII. matters unrelated to an applicable Protected Submission or unrelated to income or information-return tax reporting, including sales or use tax, inheritance or gift tax, real or personal property tax, and payroll tax;
• IX. community property allocation matters;
• X. returns involving income from activities that are unlawful under applicable federal law;
• XI. filings specific to Guam or the U.S. Virgin Islands, except for Form W-2GU and Form W-2VI, respectively, where supported by Tax1099;
• XII. federal nonresident matters or U.S. residency determinations; and
• XIII. any matter otherwise identified as ineligible under applicable laws or eligibility requirements.

Zenwork may determine, in its sole discretion, that particular tax topics, business types, situations, notices, or matters are not supported by Audit Shield and may decline to provide Audit Shield assistance for such matters, subject to applicable law and the SaaS Terms.

6. CUSTOMER AND TAXPAYER INFORMATION

Zenwork will not audit or otherwise verify information provided by Customer. Customer remains responsible for the completeness and accuracy of such information and for any taxes, penalties, or interest resulting from disallowed positions, omitted or unreported information, or inaccurate or incomplete information provided to Zenwork. Zenwork provides reporting functionality and does not perform tax calculations on Customer’s behalf. Accordingly, Audit Shield does not include reimbursement for penalties or interest based on alleged calculation errors.

For clarity, using the Audit Shield services does not constitute a guarantee, indemnity, insurance arrangement, or commitment to pay Customer’s taxes, penalties, interest, assessments, or other governmental charges.

Zenwork does not use artificial intelligence or automated functionality in providing the Audit Shield assistance described in these Supplemental Terms.

7. AUDIT SHIELD-SPECIFIC COMPLIANCE

Customer represents that it has all rights, permissions, authorizations, and consents required under applicable law to provide information and documentation submitted in connection with Audit Shield and to authorize Zenwork to process such information for purposes of providing Audit Shield assistance.

Zenwork may limit the availability of Audit Shield functionality where providing such functionality would require Zenwork to obtain a professional license, registration, authorization, or regulatory approval that Zenwork does not hold. Nothing in these Audit Shield Terms requires Zenwork to engage in the unauthorized practice of law, accounting, tax representation, or another regulated professional activity.

8. RELATIONSHIP TO SAAS TERMS

Except for the Audit Shield-specific provisions expressly set forth in these Audit Shield Terms, the SaaS Terms remain unchanged and apply to Customer’s use of Audit Shield.