Collective Website and Services Terms of Service

Last Updated: December 8, 2025

Welcome to Collective! 

Your use of Collective Website and Services (each defined below), including the services Collective makes available through the Website and all related websites, mobile sites, data files, visualizations and applications that link to the Website (the “Website”) and all software or services offered by Collective (the “Services”) are governed by these terms of service (the “Terms”), which constitute a legal agreement between you and Collective, so please carefully read them before using the Website and Services. For the purposes of these Terms, “we,” “our,” “us,” and “Collective” refer to Collective Hub, Inc., and “you” “your” refer to you and/or the entity you represent, both individually and collectively, including Website users and Members (as defined below). 

Collective provides users who sign up for a Collective account and use our Services on their own behalf and/or on the behalf of a business entity (“Members”), a suite of tools designed to help manage business operations. COLLECTIVE PROVIDES BUSINESS SERVICES FOR BUSINESS ENTITIES, AND MAY FROM TIME TO TIME OFFER ACCESS TO SERVICES FOR INDIVIDUALS WHO ALSO USE OUR SERVICES FOR THEIR BUSINESS ACTIVITIES.

1. E-SIGN Disclosure & Consent to Use Electronic Records and Signatures

We are required by law to give you certain information in writing. By agreeing to this E-SIGN Disclosure and Consent to Use Electronic Records and Signatures (“E-SIGN Consent”), you agree that electronic Communications (defined below) shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically, as outlined in this E-SIGN Consent. This E-SIGN Consent also allows us to use and obtain electronic signatures from you. By agreeing to this E-SIGN Consent, you agree that your electronic signature is the legal equivalent of your manual/handwritten signature.‍

Before you use our Website and any of our Services, you must review and consent to the terms outlined below.

 1.1.Scope of this Disclosure and Consent

This E-SIGN Consent applies to all notices, disclosures, statements, and other communications we provide to you through the use of our Website and/or Services, and electronic signatures that you provide to us, regarding our Website and Services, including but not limited to any state and/or federal tax related forms and records, subject to applicable law. It also applies to agreements governing your use of the Website and Services, and communications under them. All these communications and agreements are collectively referred to as “Communications.”

By using our Website and/or beginning the onboarding process and/or opening an account to use our Services, you agree to this E-SIGN Consent and confirm your consent to (a) receive Communications electronically; and (b) use/provide electronic signatures. If you choose not to consent to this E-SIGN Consent or if you withdraw your consent, you may be unable to use our Website and Services.

 1.2. Communications that Are Covered

Examples of Communications covered by this E-SIGN Consent include, but are not limited to:

1. This E-SIGN Consent and any amendments;
2. Our Terms of Service, Privacy Policy, and any other service or user agreements for online access to our Website and Services, and all amendments to any of these agreements;
3. Any disclosure statement governing your use of the Website and Services;
4. Any disclosure required by applicable law;
5. Billing statements, receipts and account history reports;
6. Letters, notices and alerts regarding the Website and Services and any changes to the Website and Services;
7. Federal and state tax documents; and
8. Other disclosures, notices and Communications in connection with (a) you using our Website; (b) you setting up your Collective Services; (c) your Collective membership and account; and (d) account maintenance and services.

This E-SIGN Consent applies to all Communications that we provide to you on our own behalf or on behalf of our service providers.

 1.3. Methods of Providing Communications

Unless applicable law otherwise requires, or we otherwise agree, we may provide Communications to you by (a) posting them on our Website; (b) notifying you through the Services, your Collective account, dashboard or any mobile or desktop application; (c) sending a text message to the mobile phone number you provide to us; (d) sending an email to the email address provided to us; or (e) delivering them in another electronic format. Charges may apply to Communications sent by text or other electronic means and message frequency varies. Messages and data rates may apply. View our Privacy Policy located at https://www.collective.com/privacy-policy for more information.

We may be required by law to deliver certain Communications to you or obtain wet-ink signatures on paper even though you have consented to receive it electronically.

 1.4. Electronic Signatures

The Website and 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 Website and/or 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.

Collective may execute Communications electronically. You agree that Communications you or Collective sign electronically will have the same legal effect as a signed physical document, as permitted by applicable law.

 1.5. Hardware and Software Requirements

In order to access, view, sign and retain electronic Communications that we provide to you, you must have:

1. An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;
2. A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;
3. A valid email account;
4. An operating system on your device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access to our Website using a supported browser, including any necessary software; and
5. If you wish to store or print any Communications, a device capable of storing and printing Communications.

By providing your consent, you are also confirming that you have the hardware and software described above, that you are able to receive and review electronic Communications, and that you have an active email account.

We may update these requirements periodically in order to maintain our ability to provide electronic Communications; if these requirements change in a substantial way, we will notify you of the changes.

 1.6. Accessibility

If you are having problems viewing or accessing any Communications, please contact us at the contact information in Section 26 (Contact Us) below.

 1.7. How to Withdraw Your Consent

‍You have the right to withdraw your consent at any time. Withdrawing consent may result in our terminating your right to access and use the Website and Services and your Collective account, including to the extent applicable, access to our platform, dashboard and/or desktop/mobile app, including certain tax Services. You may withdraw consent by contacting us at the contact information in Section 26 (Contact Us) below.

 1.8. Requesting Paper Copies

Physical delivery of Communications for our Services is generally not available, and you should not expect to receive a paper copy of any Communication unless you request it; provided however, we are not able to physically deliver certain tax return documents to you, such tax documents will be provided to you electronically only. You may obtain a paper copy of an electronic Communication by printing it or by requesting we mail a paper copy by contacting us at the contact information in Section 26 (Contact Us) below, provided that such request is made within a reasonable time after we first provided the Communication to you electronically. In your request, please specify the Communication you would like to receive in paper form, and your current mailing address.‍ If we choose to make paper copies of certain electronic Communications available, in our sole discretion, we do not create any obligation to do so at other times. You are hereby notified that we will charge you a reasonable service charge, with the specific amount to be communicated to you by us prior to initiating the delivery of paper copies of any Communication provided to you electronically pursuant to this E-SIGN Consent. 

Additionally we reserve the right, but assume no obligation, to provide paper copies of any Communication that you have authorized us to provide via electronic delivery.

 1.9. Updating Contact Information

It is your responsibility to keep your contact information, including your primary email address, current. You can update your primary email address and other contact information by logging into your Collective account.

 1.10. Termination and Changes

We reserve the right, in our sole discretion, to discontinue providing you with electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.

2. Introduction & Scope of Terms

By accessing or using the Website and/or Services or any materials included in or with the Website and/or Services, you hereby agree to be bound by these Terms. If you are using the Website and/or 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 WEBSITE AND/OR SERVICES. YOU REPRESENT AND WARRANT THAT: (A) BY USING OR REGISTERING FOR THE WEBSITE AND/OR SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT; (B) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY AND/OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER AND TO BIND THAT ENTITY TO THESE TERMS; AND (C) YOU ARE NOT BARRED FROM USING THE WEBSITE AND/OR SERVICES AND HAVE ALL RIGHTS, LICENSES AND AUTHORITY TO USE THE WEBSITE AND/OR SERVICES.

You agree your purchases and/or use of the Website and/or 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.

SERVICE 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 11.5 BELOW. SOME SERVICES ENABLED THROUGH OUR PLATFORM, 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 THEIR TERMS.

ARBITRATION AGREEMENT: PLEASE BE AWARE THAT SECTION 24 OF THESE TERMS BELOW, CONTAINS TERMS GOVERNING HOW CLAIMS BETWEEN US, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. 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 WEBSITE OR SERVICE 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.

3. Website

The “Website” means www.collective.com, any mobile or localized versions and related subdomains, in whatever format they may be offered. Through the Website, we may provide you with general information regarding our company and our services and other resources. By accessing any part of the Website, you are agreeing to these Terms and acknowledge you have read our Privacy Policy (https://www.collective.com/privacy-policy), which governs our collection and handling of personal information about you, including information we collect about you when you access and/or use the Website. By accessing or using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and these Terms.

 3.1. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to use the Website:

1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 
2. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
3. To impersonate or attempt to impersonate Collective, a Collective employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
4. To engage in any other conduct that restricts or inhibits anyone’s use of the Website, or which, as determined by us, may harm Collective or users of the Website, or expose them to liability.
5. To use in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
6. To use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
7. To use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
8. To use any device, software, or routine that interferes with the proper working of the Website.
9. To introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
10. To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website. 
11. To otherwise attempt to interfere with the proper working of the Website.

 3.2. Monitoring and Enforcement; Termination

We have the right to:

1. Take any action that we deem necessary or appropriate in our sole discretion, including if we believe that your access to our Website violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for Collective.
2. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy, subject to applicable law.
3. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website. 
4. Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Website, including posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS COLLECTIVE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

 3.3. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

 3.4. Changes to the Website

We may update the content on the Website from time to time. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. 

 3.5. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

4. General Scope of Services; Member Responsibilities

Collective’s Services are intended solely for single-member LLCs. The specific Services available to you depend on your business structure and other eligibility criteria described in these Terms. Only those Terms that govern the Services, features, tools, or other offerings you actually use through our platform will apply to you. 

 4.1. Member Obligations and Responsibilities

You are responsible for providing timely, accurate, and complete information and instructions through the platform or any other communication channel designated by Collective. Our ability to deliver Services depends on your cooperation, including prompt responses and approvals.

You are fully responsible for all data, instructions and decisions you provide or make through the platform. Therefore, you are solely liable for the accuracy of any data submitted, the appropriateness of any actions completed, and the outcomes of all approvals and decisions you make using our Services. You are required to review and verify all outputs and actions before finalizing them. By using our platform, you accept this responsibility and agree to hold us harmless from any liability arising from your use of these features, unless otherwise provided in the Terms.

We will provide the Services within the scope solely as described in these Terms (including the Schedules) solely based on the information you have provided. You will provide this information by uploading relevant documents in an acceptable electronic format and in written responses to Collective, associates’ or preparers’ (as applicable) questions and/or requests through our secure portal and/or other communication channel provided by us. It is your responsibility to promptly provide all information that we require for the preparation of complete and accurate documents, books, records, filings, tax returns, and any other deliverables we provide within the scope of our Services. You represent that all information you provide is true and accurate and that you have the right to share the information with us. 

You understand that you are solely responsible for the completeness and overall accuracy of the data in your final documents, books, records, filings, tax returns and any other deliverables we provide within the scope of our Services. We have the right, in our sole discretion, to cancel your Services if you fail to provide requested information or do not respond to requests in a timely manner necessary to provide the Services to you. We will not independently audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information in order to provide the Services to you.

 4.2. General Service Limitations and Exclusions 

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, financial advisor for financial advice, or tax advisor for tax advice).

  4.2.1. No Tax Advice or Planning 

Collective is not a law firm, accounting firm or certified accountant (i.e., CPA), financial advisor, insurance broker, or registered security broker or dealer, and as such, Collective provides no legal, financial, investment, or accounting strategy or regulatory advice of any kind whatsoever.

To the extent applicable, we or your tax preparer may provide general suggestions or guidance or recommend general tax savings information, however it is up to you to decide whether to follow such suggestions, and it is your sole decision and responsibility whether to act on any suggested actions. Where applicable, we may recommend estimated quarterly tax payment amounts based on your prior year tax return or information you provide about future income. You are responsible for deciding whether to make such payments and for how much, as well as adjusting such payments if your financial situation changes.

  4.2.2. No Legal or Investment Advice 

The Services do not provide or include any legal or investment advice, tax, estate or investment planning, or other areas of advice other than the tax preparation and filing included with the Services.

  4.2.3. Authorization 

If you elect to receive any Services, including Additional Services (each as outlined in these Terms), you:

1. explicitly authorize Collective and/or its Third-Party 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; 
2. acknowledge and agree that you are solely responsible for determining whether any Service, including any 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 you 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 
3. 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. 

  4.2.4. Responsibilities

You are solely and exclusively responsible for:

1. managing your business;
2. keeping all contact information, including contact information provided to Service Providers and government entities, up to date;
3. observing any and all applicable filing deadlines and filing requirements; 
4. paying any applicable payroll, fees and taxes; 
5. verifying the availability and appropriateness of the desired business name;
6. dissolving your business, if desired;
7. entering information accurately and providing all necessary information for the provision of any Services, including Additional Services; 
8. keeping and maintaining originals or copies of all records, filings, and all other business documents and records; and 
9. complying with any applicable laws and regulations. 

Failure to do any of the foregoing may result in delays in the Services, our inability to provide the Services to you, or termination of the Services and your Collective account.

5. Formation Services 

Our formation services are comprised of online self-help tools, materials, and support to facilitate your formation of a U.S. business entity and registration for an employer identification number (EIN), along with the preparation, execution, filing, and storage of your legal documents and related information in connection with such formation (“Formation Services”). The Formation Services are currently limited to assistance with entity formation as outlined below. 

 5.1. Name Searches 

The Formation Services include a business name search for the availability of an entity name (“Name Search”). Our Name Search is limited to publicly available sources, and we cannot guarantee the availability of your desired entity name. You are ultimately responsible in all respects for determining the availability, non-infringement, and appropriateness of your desired entity name. 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. The relevant Secretary of State and/or the IRS may reject a name even if the name is available. 

 5.2. Selecting a Business Entity 

The Formation Services enable users to form limited liability companies (LLCs) subject to applicable state requirements. Unless otherwise specified by you, and supported by Collective’s available Services at the time of formation, the Formation Services are limited to single member LLCs, as provided for under the relevant state statute for one (1) state only (for PLLC Members, we support registration only, not formations). You are solely responsible for obtaining any separate and independent advisors and advice, including legal and/or tax advice on 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. The Formation Services are 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 (defined below) to perform such services. You shall update Collective immediately if there are any major changes affecting your business situation, such as moving to a new state, change in ownership, change in your business address, or hiring employees.

 5.3. Subsequent Establishments 

Collective may agree, in its sole discretion, to assist with any additional and/or subsequent services requested, including but not limited to the facilitation of, additional entity formations, foreign registrations, “doing business as (dba)” registrations, re-domestications, conversions, mergers, employer registrations, changes of registered agent, name changes, and amendments, whereby such additional services may incur additional fees.

 5.4. Prior and Independent Formations 

Collective is not responsible or liable for any prior or independent actions taken by you to form corporate entities, partnerships, joint ventures, or sole proprietorships, any elections previously made or taken, or any other act or omission made by you prior to, or independent of, your use of our Formation Services. If your company was formed as an LLC, PLLC, partnership, joint venture or sole proprietorship, or has elected S Corp status prior to using our Formation Services, you represent and warrant that such entity, as applicable, is in good standing with relevant government authorities, has filed all documents, applications and forms necessary to legally form and maintain such business entity, and has at all times complied with all applicable laws. Collective, in its sole discretion, may require, and you agree, to provide certain documents related to your prior or independent actions if such documents are required for Collective to provide any current Services to you, or future Services you have requested Collective provide to you, and understand and agree that Collective is not obligated to provide any such Services if you do not provide such documents. We may, as a courtesy, provide notifications and suggestions related to any entity you may have previously formed. 

 5.5. Annual Compliance Forms 

The Formation Services do not include the filing of annual compliance forms that may be required by state or local jurisdictions in order to remain in good standing with such jurisdiction(s). 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 shall have no obligation to provide any such notifications. You agree that you are solely responsible for all filings required by relevant jurisdiction(s), along with any applicable fees due. 

 5.6. S Corporation Election 

Our Services provide tools to facilitate the S corporation tax election process by assisting with preparation of required forms and documents (“S Corp Election Services”). You acknowledge and agree that our S Corp Election Services are limited to facilitating the election process upon your instructions and do not include any analysis or advice on the availability or advisability of S corporation tax treatment. We may from time to time provide information for educational purposes on potential options available to you; however, 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 (to the extent applicable under state or federal law). Collective accepts no responsibility or liability for your S corporation election or any resulting tax obligations.

  5.6.1. Salaries and Wages for S Corporation Shareholders 

Collective may provide a general salary range for S corporation shareholder compensation; however, 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. You are solely responsible for determining that the salary or wage paid to shareholders, including any spousal shareholders, is reasonable in accordance with Internal Revenue Code (IRC) Section 162 (26 C.F.R. 1.162-7). 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. 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.

  5.6.2. 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 solely responsible for consulting 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. 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. Eligibility for S Corporation status election is subject to IRS requirements and approval. 

  5.6.3. State Community Property Considerations

You are responsible for ensuring compliance with all applicable state laws, including community property laws that may require spousal consent for business decisions or tax elections. You represent that you have obtained any necessary spousal consents and disclosed our services to any spouse whose consent may be required. We do not determine ownership interests, community property rights, or marital property arrangements, and you agree to indemnify us against any claims arising from failure to obtain required consents. You are solely responsible for ensuring all formation and tax documents comply with all relevant state and federal laws and tax regulations.

  5.6.4. Account Access Upon Death or Incapacitation

Account access is personal to the account holder. In the event of death or incapacitation, access may be granted to authorized successor(s) (“Successor(s)”) upon receipt of appropriate legal documentation and verification of authority. We have no obligation to identify, locate, or contact potential Successors. You agree that your estate will indemnify us against any claims related to account succession or access. Collective is not responsible for verifying legal sufficiency of any documents provided for this purpose. Collective shall have no obligation, duty, or liability to identify, locate, contact, or grant access to any Successors. We shall not be responsible or liable for any loss, damage, expense, claim, or liability arising out of, related to, or in connection with: (i) any delay in granting access to Successors; (ii) the denial of access to purported Successors; (iii) the actions or inactions of any Successor; or (iv) any reliance upon any Power of Attorney document or court order. Your estate fully indemnifies and holds Collective harmless from any and all claims related to the succession or transfer of the Member’s account access.

6. Document Materials 

Our Services include educational information, document materials, and other Content (as defined and outlined in Section 13 below) related to starting and running a business. Such materials may include a standard set of LLC forms or templates. All documents and other materials available through the Services, including any descriptions, information, forms, templates and other help resources (collectively, the “Document Materials”) are for informational and educational purposes only; they are not guaranteed to be correct, applicable to your business or circumstances, complete, or up-to-date. We do not review the Document Materials or any information you input for legal sufficiency as it pertains to your business circumstances. You understand that the Document Materials are not customized to your particular needs and are not intended to be a substitute for professional legal, financial or tax advice specific to you or your business.

7. Bookkeeping & Invoicing Services 

Collective’s Bookkeeping and Invoicing Services provide access to an embedded accounting and bookkeeping platform powered by Tight (“Tight”, fka 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 collecting and tracking invoice payments. 

Collective has no obligation to provide Bookkeeping and/or Invoicing Services beyond those specified in these Terms (including the Schedules), 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, OR ORDER FULFILLMENT. For avoidance of doubt, the following are not included in Collective’s Bookkeeping Services: 

1. financial advisory services; 
2. use of “Profit First”, “Accrual” basis, or any basis of accounting other than “Cash” basis; 
3. sales tax calculations; 
4. issuance of, or alterations, to invoice; 
5. invoice reconciliation and support for invoices issued before becoming a Collective member; 
6. payroll processing, updating salaries, and training or assistance with third party accounting or payroll software (beyond what is outlined in these Terms); 
7. issuing 1099s and W-2s (beyond what is outlined in these Terms); 
8. advising on hiring W-2 employees or 1099 contractors; 
9. assistance with Form 1042 and international contractor withholdings; 
10. vendor W-9 and international contractor W-8 management;
11. time tracking for billing or invoicing;
12. paying bills to your vendors;
13. inventory tracking; and
14. services for companies with multiple W-2 employees.

 7.1. Your Obligations

  7.1.1. Business Bank Account; Do Not Commingle Funds 

Collective’s ability to perform our Services requires you to have a business (or business-purpose) bank account connected to Collective; if you do not have a connected business (or business-purpose) bank account, we will not be able to provide Services to you. In the event your bank account gets disconnected, you must reconnect the bank account or connect a different business bank account in order for us to provide you with our Bookkeeping and other Services. 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 the applicable 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 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.

  7.1.2. 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. Collective is not liable for issues, penalties, fees, or actions arising from your failure to provide bookkeeping information needed to perform our Services. At your direction, your bank transaction information can be automatically accessed and displayed in your account using Plaid Inc. (“Plaid”), and your bank statements can be automatically accessed and displayed in your account using Third-Party Service Providers. See Section 22 (Third-Party Service Providers; Third-Party Resources) for more information and additional terms and conditions you may be subject to as a result of using Third-Party Service Providers and third-party resources.

  7.1.3. Review of Financial Reports 

You are responsible for the regular review of your transactions and financial reports available in your Account. You must notify Collective of any errors or discrepancies within thirty (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.

  7.1.4. BOOKKEEPING SERVICES DISCLAIMER 

ALL SUGGESTIONS 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. IF YOU DO NOT PROVIDE TIMELY AND ACCURATE INFORMATION, INCLUDING, BUT NOT LIMITED TO, KEEPING YOUR BOOKKEEPING INFORMATION UP-TO-DATE, THEN WE MAY DISENGAGE SERVICES AND TERMINATE YOUR SERVICES AND MEMBERSHIP.

  7.1.5. 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 such bookkeepers.

  7.1.6. Invoicing Tool Terms 

Invoicing tools are powered by Tight to assist you in creating and sending invoices, with payment processing through Stripe (https://stripe.com/legal/consumer) or other Third-Party Service Providers and 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.

   7.1.6.1. Payment Processing 

The invoicing tool integrates with Stripe and other Third-Party Service Providers and 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 (https://stripe.com/legal/consumer) or any other payment processor, including any processing fees or account requirements. 

   7.1.6.2. Data Security and Privacy 

Collective and Tight make commercially reasonable efforts to secure data used within the invoicing tool; however, data transferred through Third-Party Service Providers and 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 Service Providers and payment processors used with the invoicing tool. Collective disclaims liability for security breaches, data loss, or unauthorized access occurring through Third-Party Service Providers and third-party platforms. See Section 22 (Third-Party Providers; Third-Party Resources) for more information and additional terms and conditions you may be subject to as 

a result of using Third-Party Service Providers and third-party resources.

   7.1.6.3. Accuracy of Invoices and Payment Requests 

You are responsible for the accuracy and completeness of invoice details and payment requests. Collective and Tight do not verify the accuracy of these details, and errors may result in delayed or failed payments, for which neither Collective nor Tight is responsible.

   7.1.6.4. 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.

   7.1.6.5. 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.

8. Tax Services 

 8.1. Business Tax Services  

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

  8.1.1. Scope of Business Tax Services 

Unless specified otherwise in a statement of work or these Terms, our Business Tax Services are limited to preparing Federal and State(s) income tax returns for your business. IN NO EVENT WILL THE BUSINESS 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, APPLICABLE SCHEDULE, 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 Business Tax Services, subject to our Covered Correction (defined below) terms where applicable, and except in cases of gross negligence. 

   8.1.1.1. Not All Tax Situations Included

We, in our sole discretion and at any time, may determine that certain tax topics, forms, business types and/or situations are not included as part of the Business Tax Services, including but not limited to those listed below, and may decline to provide such services. 

   8.1.1.2 Unsupported Tax Situations 

The following tax topics or situations are not supported:

1. Federal nonresident questions and forms, or US residency determination;
2. Residents of a foreign country or if you receive revenue from a foreign country;
3. Returns involving illegal income, including income that is legal at the state level, but not legal federally;
4. Community property allocation; 
5. Returns that require more than one (1) state filing upon your request and determination;
6. Issues unrelated to the preparation of a business tax return, as applicable, or unrelated to income taxes (e.g. sales/use tax, inheritance and gift tax, real/personal property tax, payroll tax); and
7. Any IRS forms or other situations that Collective does not support.

   8.1.1.3. Unsupported Business Entities 

The following entity types and business tax situations are not supported for preparation and filing of business tax returns: C-corps (Form 1120), Partnerships (Form 1065) and entities electing to be treated as a C-corp, trusts and estates (Form 1041), and tax exempt entities/non-profits.

  8.1.2. State and Local Tax Obligations 

As stated in these Terms, Collective’s Business 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). Collective, may in its sole discretion, provide tax preparation and filing support for additional state and local tax obligations, however, such support shall be strictly limited to the preparation and electronic or physical filing of the required forms, and shall not include any advice, consultation, or representation before taxing authorities. Collective reserves the right to charge an additional fee, and such services will be subject to these Terms.

  8.1.3. 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 tax nexus is established in additional states. Each state has its own requirements that may create nexus for income tax purposes. Based on the information you have furnished to us, 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, and Collective shall have no responsibility or liability with respect to such liabilities, penalties, or interest. 

  8.1.4. 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.

  8.1.5. 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.

 8.2. Individual Tax Services  

Collective’s Services include individual tax return preparation and filing solely for entity Members’ owners, shareholders, or sole proprietor Members. You may choose to purchase individual tax return services through Collective, in which case we will refer you to an independent tax preparer contractor via 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. You understand and agree that Collective is providing auxiliary services for TaxFyle and the Taxfyle Tax Pro in order to complete your tax return, and as a result, Collective will collect and share your information with the Taxfyle Tax Pro and TaxFyle, and the Taxfyle Tax Pro and TaxFyle will share a copy of the completed tax return once it is prepared so Collective may provide you with your tax return. 

 8.3. Terms Applicable to Tax Services

  8.3.1. 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. 

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, you must notify Collective in writing by the deadline we communicate to you. An extension allows additional time to file but does not extend the deadline for payment of taxes. An extension may also impact certain tax elections, extend the time for government agencies to examine your return, and could lead to potential penalties, interest, or other deadlines. 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. 

  8.3.2. 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. Please refer to Section 4.1 (Member Obligations and Responsibilities) above.

  8.3.3. 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.    

  8.3.4. 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 IRC, 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.

  8.3.5. Covered Error Corrections for Business Tax Return Services Only

If you discover a clerical, data entry, or calculation error in your business tax return made on our part on a form prepared by us, and subject to the terms herein (an “Eligible Error”), we will correct it (a “Covered Correction”) and, upon request, file an amended return, provided that Collective originally prepared the return. Eligible Errors must not arise from incomplete or inaccurate information provided by you, your failure to provide us with information in a timely manner with sufficient time to allow us to prepare and file the return by the deadline, your failure to make any payments to IRS by their due date, or from your decisions and/or instructions provided to us made against our guidance. Eligible Errors do not include or cover disagreements with tax authorities or extend to individual shareholder personal returns prepared by Third-Party Service Providers or third-party partners. 

If penalties and/or interest is due, payable, or paid by you, as levied in a first notice from a tax authority (and not as a result of a payment plan), solely because of an Eligible Error, and not as a result of:

1. your failure to enter all required information accurately;
2. your failure to enter in all required information completely;
3. your failure to provide us with information in a timely manner with sufficient time to allow us to prepare and file the return by the deadline; 
4. your failure to make any payments to the tax authority by their due date; 
5. your decisions and/or instructions provided to us made against our guidance;
6. willful or fraudulent omission or inclusion of information on your tax return;
7. misclassification of information on the tax return;
8. tax law changes made by federal or state governments after your return was filed; or
9. failure to file an amended return to avoid or reduce an applicable penalty/interest after we announced updates or corrections in time for you to file an amended return; 

then Collective will reimburse the amount of penalties and/or interest actually due, payable or paid by you to the tax authority as levied against you in such first notice up to a maximum of $10,000, excluding any amounts, penalties or interest due, payable or paid by you as a result of a payment plan you may enter into (or have entered into) with such tax authority. 

Covered Corrections do not include or cover tax forms completed manually by you in which the data is entered directly by you, or if the error is related to information you amended directly through the platform or instructed us to amend. Any penalties or interest related to individual shareholder filings are also excluded, as these are the shareholder’s responsibility. At our request, in our sole discretion, you must pay any penalties and/or interest charges for Covered Corrections by the respective due date to avoid additional accrual of interest. Collective shall not be responsible for, and any such Covered Correction shall exclude, any additional accrual of interest beyond the date of the first notice from a tax authority related to such Eligible Error. You are responsible for paying any additional tax liability you may owe.

While Collective is committed to accuracy, we do not guarantee specific results.

  8.3.6. 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.

  8.3.7. 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.

 8.4. TAX PREPARATION 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.

  8.4.1. Limitations on Results and Responses 

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

 8.5. Quarterly Tax Estimates (QTEs)

You may be required to make quarterly estimated tax payments to federal, state, and, in some cases, local tax authorities. Collective provides a tool to help you calculate Quarterly Tax Estimates (QTEs) using either (i) the IRS safe harbor method based on your previous year’s individual tax liability that you provide or make available to us, or (ii) self-calculation using information that you input, or confirm as being accurate,  based on business transactions and financial data available through our bookkeeping services. 

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 information you provide or make available to us, and you are ultimately 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 (i) incomplete information, (ii) using the self-calculation tool, or (iii) tax issues not covered by our Services.

9. 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. (See the Gusto Terms defined and 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.

 9.1. 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. S Corp Members must enroll in Gusto’s Payroll Service, and if you are not enrolled in Gusto’s Payroll Service due to any reason, we will be required to offboard you. 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.

 9.2. 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. 

 9.3. 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.

 9.4. 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 may terminate your Gusto Payroll Services, and will bill such 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 11; (b) invoice you for such cost and, if so, you shall promptly pay Collective the applicable amount due; and/or (c) suspend or terminate our Services to you.

 9.5. 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.

 9.6. 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.

 9.7. Salaries and Wages for S Corporation Shareholders

Gusto’s Payroll Services include the ability to calculate general salary ranges for S corporation shareholder compensation, for your convenience; 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, including Gusto’s embedded salary range calculator, 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.

10. Additional Services 

Collective may provide access to additional services to support your business beyond Collective’s core services described above and in the Schedules or refer you to independent Third-Party 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) access to 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, and (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”).

 10.1. Registered Agent Service 

Collective does not directly provide registered agent services but may refer members to Third-Party Service 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.

  10.1.1. 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 (thirty) 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.

 10.2. Bank Account Service 

To the extent available, to apply for a business bank account, and/or enable the account linking functionality and securely retrieve financial data, we utilize specialized Third-Party Service Providers, such as Plaid, and financial partners. If you would like to apply for a business bank account through one of our partner(s), or connect any other business bank account you have with our platform and other services (collectively “Bank Account Services”), you must make sure your bank account is compatible with Plaid, and such services will be subject to Plaid terms, and may also be subject to additional terms and conditions of our other financial partners, and terms of any other bank you choose. 

By linking your bank account to our platform and/or services, you acknowledge and agree that:

1. We use Third-Party Service Providers and financial partners to gather, consolidate, and present your financial information to you.
2. You grant the Third-Party Service Providers and financial partners the right to access your linked accounts, on your behalf, to retrieve, analyze, and use your information as necessary to provide their services to us and you.
3. The use of your financial information is governed by Third-Party Service Providers’ and financial partners’ respective terms of service and privacy policies, which you should review. We are not responsible for any act or omission of any Third-Party Service Provider or financial partner.
4. You explicitly authorize us and our Third-Party Service Providers and financial partners to access, collect, and store account information, transaction data and history, and any credential information (such as username and password) that you provide to initiate the linking process.

You may revoke this consent and stop the sharing of your financial data at any time by removing your linked accounts directly through your account. However, we reserve the right in our sole discretion to terminate your access to our Services and your Collective account. 

 10.3. 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.

 10.4. 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.

  10.4.1. 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.

11. Payment Terms; Fees, Billing, and Automatic Renewal

 11.1. Subscription Fees

You agree to pay the subscription fees applicable to the chosen membership tier (the “Subscription Fees“) as provided to you at the time you select your subscription package and as set forth on the invoice and/or within your account dashboard. All Subscription Fees are non-refundable, non-cancellable, and are payable in advance for the entirety of the selected subscription term (either monthly or annual, the “Subscription Term “).

 11.2. Additional Fees 

In addition to the Subscription Fees, you may also be charged one-time fees for state filings and/or other one-off or additional services. All fees are non-refundable and may not be cancellable once initiated.

 11.3. 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 the Gusto Payroll Service directly with Gusto.

 11.4. Payment Authorization

By providing a payment method (e.g., credit card, debit card, or other payment account details, the “Payment Method”), clicking the applicable button on the applicable payment screen or otherwise taking action to initiate payment, you represent and warrant that you are authorized to use such Payment Method and authorize us and our third party payment processor on our behalf (including to the extent applicable, Stripe, collectively referenced in this Section as “us”, “we”) to charge for the full amount of the applicable Subscription Fees to that Payment Method on a recurring basis until the Services are properly terminated under these Terms. 

  11.4.1 Terms Applicable to All Payments

In the event there is an error in processing a Payment you initiate, you authorize us to correct the error by initiating a credit or debit to or from, as applicable, the Payment Method (or other account) in the amount of such error on or after the date such error occurs. You authorize us to verify the Payment information that you have provided to us, including by initiating a test transaction of credits and debits in amounts less than $1.00. If you make a typographical or similar error in providing us with information about your Payment, you authorize us to correct the error upon receiving corrected information from you or your financial institution. You understand that your financial institution may impose fees in connection with rejected Payments, and you agree that we do not have any liability to you for such fees. If you know that a future-dated Payment will be rejected by your financial institution (e.g., because there is not enough money in your bank account), you should contact us so that alternate arrangements can be made in advance of the Payment being initiated or rejected. You represent and warrant that you are an authorized signer on any accounts associated with any Payment Method.  

If the Payment is rejected, you further authorize us, in our discretion, (i) to re-initiate it up to two additional times or any greater number of times permitted by network rules; and (ii) to initiate a separate payment for any fee or charge, including any returned payment fee or late fee, that we may assess as described in these Terms or after the date it is assessed. You also authorize us to add the amount of any such fee or charge to any Payment we re-initiate. However, you agree that we are under no obligation to reinitiate any rejected Payments.

  11.4.2. Revocation and Termination  

   11.4.2.1. One-time Payments. 

You understand that you can terminate a one-time Payment Authorization in such time as to afford us and your financial institution a reasonable opportunity to act (i.e., at least three (3) business days before the Payment date) on your request by contacting us at the contact information provided in Section 26 (Contact Us) of these Terms. Terminating this authorization does not affect your duty to repay your underlying obligation. You understand and agree that Payments are subject to applicable law and network rules, including the NACHA Operating Rules, if applicable. A Payment can generally be canceled before we begin processing it. After that time, the Payment cannot generally be canceled. In order to process a Payment more efficiently, we may edit or alter its Payment information. We reserve the right to immediately stop or reverse a Payment in the event we suspect fraud.

   11.4.2.2. Recurring Payments.

You understand that you can revoke this Authorization at any time by contacting us at the contact information provided in Section 26 (Contact Us). Notice of revocation and termination must be received AT LEAST THREE (3) BUSINESS DAYS PRIOR TO YOUR NEXT SCHEDULED PAYMENT DATE TO AVOID THE NEXT SCHEDULED PAYMENT FROM BEING AUTOMATICALLY INITIATED. Terminating this recurring authorization does not affect your duty to repay your underlying obligation. We may terminate your enrollment in recurring Payments at any time for any reason, including excessive returned Payments. This recurring Payment Authorization supplements these Terms and any terms of any agreement you have with us, and is subject to any arbitration provision in such terms. 

BY TAKING ACTION TO SUBMIT PAYMENT AS PROVIDED ON THE APPLICABLE PAYMENT SCREEN, OR AS YOU OTHERWISE DIRECT US, YOU ARE ELECTRONICALLY SIGNING AND AGREEING TO THIS PAYMENT AUTHORIZATION AND AUTHORIZING AND INITIATING THE PAYMENT(S) AS SPECIFIED. YOU ACKNOWLEDGE THAT YOU HAVE READ, PRINTED/SAVED, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS PAYMENT AUTHORIZATION.  

 11.5. Auto-Renewal and Recurring Fees

  11.5.1. Auto-Renewal 

Your Subscription Term (whether monthly or annual) will automatically renew for successive renewal periods of the same duration (e.g., a monthly subscription will renew monthly; an annual subscription will renew annually) unless and until you cancel your Subscription in accordance with these Terms.

  11.5.2. Recurring Charge 

By not canceling, you authorize us to charge the then-current, non-promotional Subscription Fee for the renewal term to your payment method on file on the first day of the renewal period.

  11.6. Price Changes and Notice 

We reserve the right to modify the Subscription Fees for Services at any time. Any price increase will not apply until the next renewal period of your Subscription Term. We will provide you with clear and conspicuous notice of any price increase at least seven (7) days, or as otherwise required by applicable law, before the start of the next renewal term. If you do not agree to the price change, you must cancel your Subscription prior to the commencement of the next renewal term in accordance with these Terms.

 11.7 Cancellation Policy 

You must  cancel your Subscription at least thirty (30) days prior to the end of the then-current term by contacting us through your message center via your account dashboard.  If you cancel your subscription in accordance with this section, the subscription will end at the close of the next billing cycle following the 30-day notice period.

  11.7.1. No Refunds 

Cancellation does not entitle you to a refund or credit for any prepaid Subscription Fees, including for partial-month or partial-year periods.

 11.8. Payment Failure 

If a payment attempt fails, Collective may attempt to charge your payment method multiple times in accordance with these Terms. Should payment continue to fail, Collective will allow a seven (7) day grace period to cure the failure, after which Collective may terminate your Services, these Terms, and begin winding down your membership with or without notice. Fees that are due and payable, and remain unpaid after the grace period, are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all costs and expenses related to the collection of past due amounts (including attorneys’ fees). You authorize Collective (or its Service Provider) to charge your payment method (e.g., credit card, debit card) for all applicable fees.

 11.9. Service Provider Fees 

If Collective collects fees on behalf of Third-Party Service Providers it introduces to you, our role is solely to remit those fees to the Third-Party Service Providers. We may also facilitate payments directly to Third-Party 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. Collective does not take possession of the fees at any time, and is not a third-party collection agency. Our business operations involve facilitating the remittance of funds from you to our Third-Party Service Providers. We are not involved in the collection of debts on behalf of others, nor do we operate as a debt collector as defined by the Fair Debt Collection Practices Act (FDCPA). 

 11.10. Discounts and Other Promotions

Any discount or other promotion must be redeemed within the specified trial period. At the trial’s end, then-current standard fees apply, and no further discounts or promotions will be provided.

 11.11. 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. 

 11.12. 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.

12. 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].

13. Content 

Collective and/or its Third-Party Service Providers 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 Collective-Supplied 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 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, THIRD-PARTY 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 Website or Services, or our Community board (which may be hosted on third party websites). 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 using the Website and/or 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 Website and/or 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 Website and/or 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 Website and/or Services.

Collective reserves the right (but shall have no obligation) to monitor and remove User Content from the Website or Services, in its discretion. You agree to immediately take down any User 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 User Content, Collective reserves the right to directly take down such User Content. By submitting, posting or otherwise uploading User Content on or through the Website or 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 Third-Party Service Providers, to provide you with the Website and/or Services, including any Additional Services you select, and for the limited purposes stated in our Privacy Policy (https://www.collective.com/privacy-policy). Additionally, Collective may collect, access, process, and analyze log and other data related to the Website and Services (“Usage Data”) and use such Usage Data to troubleshoot, improve, and enhance the Website and 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.

14. Proprietary Rights; Intellectual Property; Trademarks

You acknowledge and agree that Collective (or Collective’s Third-Party Service Providers) own all legal right, title and interest in and to the Website, Services, Document Materials, and Collective-Supplied Content. The Website, Services, Document Materials, and Collective-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights, intellectual property laws and other 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 User Content that you create, upload, submit, post, transmit, share or display on, or through, the Website or Services, including any intellectual property rights which subsist in that User 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.

15. License from Collective and Restrictions on Use

Collective gives you a personal, worldwide, royalty-free, non-transferable, non-assignable and non-exclusive license to use the Website and 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 Website or 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 Website or Services or any applications running on the Website and Services; (iii) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website or Services, or any part of the Website and Services; (iv) use any metatags or other “hidden text” using Collective’s name or trademarks; or (v) use the Website or 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 Website or Services (or the servers and networks which are connected to the Website and Services).

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

You may not access the Website or 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 Website or Services.

You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Website or 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 Website or 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 Website or Services.

16. Data Privacy 

Our Website and Services are provided in accordance with our Privacy Policy, available here. By using the Website and/or 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.

 16.1. 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 (as defined by IRC Section 7216) for purposes other than preparing and filing your tax returns without your explicit written consent, unless otherwise permitted under IRC Section 7216. You acknowledge and agree that we may not be able to provide you with certain Services if we do not obtain such explicit written consent.

 16.2. 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. 

 16.3. Bookkeeping and Invoicing Services 

Collective uses Tight, and may also use Plaid, and Third-Party Service Providers to gather and process your data in order to provide you with bookkeeping and invoicing Services. You understand and agree that Collective may share data with each of these Third-Party Service Providers, and they each may separately share data with Collective, in order to facilitate your use of such Services. By using these Services, you agree to your personal and financial information being transferred, stored, and processed by each of these Third-Party Service Providers in accordance with their respective privacy policies. Any of your data that we receive from these Third-Party Service Providers will also be subject to and governed by our Privacy Policy. 

 16.4. 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.

 16.5. Ages Under 18

Persons under 18, are not eligible to use, access or otherwise interact with the Website or Services. By accessing and using the Website and/or Services you represent and warrant that you are 18 years of age or older. If you do not meet these requirements, you must not access or use the Website or Services.

17. 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 “Subscribe” or otherwise taking action to initiate your subscription; 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 11.7 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 Third-Party 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 Third-Party Service Providers you may have engaged via the Services.

18. Changes to the Terms

These Terms may be amended or updated from time to time in our sole discretion. When changes are made, we will publish a new copy of the Terms on the Website and update the “Last Updated” date. All changes apply to all access to and use of the Website and Services thereafter immediately upon the effective date as provided for in accordance with this section. If we make any material changes, in our sole discretion, we may also send an email to you at the last email address provided to us, or provide notice via any message center platform, or account communication channel we make available through our Services. We may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted. It is your responsibility to review these Terms for any changes. By continuing to access or use the Website and/or 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 Website and Services. Please visit this page regularly to review these Terms for any changes.

19. Disclaimer of Warranty

 19.1. 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.

 19.2. Third-Party Service Providers 

COLLECTIVE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE ACTS OR OMISSIONS OF ANY THIRD-PARTY SERVICE PROVIDER, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, OPINIONS OR ADVICE PROVIDED THEREBY. SEE SECTION 22 FOR MORE  INFORMATION AND ADDITIONAL TERMS AND CONDITIONS AROUND OUR THIRD-PARTY SERVICE PROVIDERS. 

 19.3. 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. SEE SECTION 4 FOR MORE  INFORMATION AND ADDITIONAL TERMS AND CONDITIONS AROUND GENERAL MEMBER OBLIGATIONS.

 19.4. 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.

 19.5. Limited Exclusions 

NOTHING IN THESE TERMS, INCLUDING SECTION 20, SHALL EXCLUDE OR LIMIT COLLECTIVE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

 19.6. Release 

You hereby release Collective Parties (as defined in Section 21 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.

20. Limitation of Liability

SUBJECT TO SECTION 19 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 (12) MONTHS.

21. Indemnification

You agree to hold harmless and indemnify Collective, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or Third-Party 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.

22. Third-Party Service Providers; Third-Party Resources

 22.1. Third-Party Service Providers

You acknowledge that we may use third-party service providers, contractors, vendors, and business partners (collectively, “Third-Party Service Providers“) to provide various functions necessary for the operation, maintenance, enhancement, or delivery of the Services. These Third-Party Service Providers may include, but are not limited to, infrastructure hosting providers (e.g., cloud services), payment processors, communication services, data analytics providers, financial data aggregators, artificial intelligence (AI) and large language model (LLM) tools, and embedded and other Third-Party Service Providers.

We are not responsible for the products, services, terms, or actions of any Third-Party Service Provider. Your relationship with any such Third-Party Service Providers, including their use of your data, is governed by their separate terms of service and privacy policies, which you should review. We are not liable for any downtime, technical issues, or service interruptions that arise directly from the failure or malfunction of a Third-Party Service Provider’s service.

In order to provide our Services, we may share your data, including Personal Data (as defined in our Privacy Policy), with Third-Party Service Providers in accordance with our Privacy Policy (https://www.collective.com/privacy-policy).  

 22.2. 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 will use all Third-Party Resources at your own risk.

 22.3. Chatbots 

We may use Chatbots to optimize your experience. When you use our Platform, you may use or interact with automated features like chatbots, digital assistants, conversational experiences powered by artificial intelligence, or similar technologies (“Chatbots”). Information generated by Chatbots may not be unique, and may have limitations such as generating outputs that are inaccurate or inappropriate to your situation.

 22.4. Automatic Data Intake

We may include features that allow you to import, where applicable, certain information from third parties, including but not limited to, financial institutions. You are responsible for verifying the accuracy and completeness of all information that is imported.

Our Services may also include functionality designed to read, extract or otherwise process certain data from images or documents photographed or scanned with a mobile device or computer (e.g., bank statements, invoices). This functionality is limited to those forms or items that our Services can read, extract, or process, and accuracy is not guaranteed. You are responsible for verifying the accuracy and comprehensiveness of all information that is read, extracted or processed from images or photographed or scanned documents. 

23. 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.

24. Arbitration Agreement

Please read this section (the “Arbitration Agreement”) 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.

 24.1. Applicability of Arbitration Agreement

Subject to the terms of this Arbitration Agreement, 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 Website and/or Service, any communications you receive, any products sold or distributed through the Website and/or 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 Agreement, “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. In addition, except as set forth in the immediately following sentence, “Dispute” does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Agreement or any part thereof (including, without limitation, the waiver of class and other non-individualized relief), all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of these Terms as a whole is for the arbitrator, not a court, to decide.

 24.2. 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, we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must 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 Agreement 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.

 24.3. 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 Agreement, except as specified in Section 24.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

 24.4. Waiver of Class and Other Non-Individualized Relief

YOU AND COLLECTIVE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 24.9 (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 Agreement, 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 24.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, 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.  

 24.5. 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 Agreement 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 Agreement. 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 24.9 (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. 

 24.6. 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 24.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch. 

 24.7. 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 Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 24.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 24.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 24.4 (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 24.9 (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 Agreement 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 24.9 (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.

 24.8. 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. 

 24.9. 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 (a) 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); (b) appoint one arbitrator for each batch; and (c) 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: (a) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (b) 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.

 24.10. 30-Day Right to Opt Out 

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to [email protected], within thirty (30) days after first becoming subject to this Arbitration Agreement. 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 Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration terms that you may currently have, or may enter in the future, with us.

 24.11. Invalidity, Expiration 

Except as provided in Section 24.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement 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 Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Collective as detailed in this Arbitration Agreement 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.

 24.12. Modification 

Notwithstanding any provision in these Terms to the contrary, if Collective makes any future material change to this Arbitration Agreement, 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 Agreement, constitutes your acceptance of any such changes. Changes to these Arbitration Agreement terms do not provide you with a new opportunity to opt out of the Arbitration Agreement 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 Agreement, 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 Agreement 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 Agreement that you made to a prior version of these Terms.

25. 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. 

26. 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 via the message center in your Collective account dashboard. If you do not have a Collective account, you can contact us using our Contact Us form.