On-Time Guarantee Terms

1. Definitions

"Guarantee Event" means an incident in which a TaxAside Error results in a late filing or late payment of a sales tax return, causing the applicable tax authority to assess penalties or interest against the merchant.

"TaxAside Error" means a failure by TaxAside to timely prepare, file, or remit a sales tax return or payment where (a) the merchant's POS integration was active and transmitting data, (b) the merchant's set-aside account was adequately funded, (c) the merchant's account was in good standing, and (d) the failure was not caused by any of the exclusions listed in Section 5.

"Guarantee Cap" means the maximum amount payable per Guarantee Event ($5,000) and per calendar year (the Annual Aggregate Cap).

"Filing Period" means the reporting period (monthly, quarterly, or annual) for which a sales tax return is due to a particular tax authority.

"Annual Aggregate Cap" means $15,000 per calendar year for accounts with fewer than five locations, and $25,000 per calendar year for accounts with five or more locations.

2. Coverage

TaxAside will reimburse the merchant for penalties and interest assessed by a tax authority as a result of a Guarantee Event, subject to the following limits:

Per-Event Cap: The lesser of (a) the actual penalties and interest assessed, or (b) $5,000 per Guarantee Event.

Annual Aggregate Cap: Total guarantee payments shall not exceed $15,000 per calendar year for accounts with fewer than five locations, or $25,000 per calendar year for accounts with five or more locations.

Coverage applies only to penalties and interest directly resulting from a TaxAside Error. Coverage does not extend to the underlying tax liability, which remains the merchant's responsibility.

If multiple Filing Periods are affected by a single system failure, each affected Filing Period constitutes a separate Guarantee Event, each subject to the per-Event Cap.

3. Conditions

The Guarantee is subject to the following conditions:

Accurate Merchant Data: The merchant must maintain accurate sales data in their POS system. Tax amounts reported by the POS must reasonably reflect the actual tax collected.

Timely Funding: The merchant must maintain sufficient funds in their designated bank account for daily ACH set-aside transfers. A single insufficient-funds event that is cured within two (2) business days does not void the Guarantee for the affected Filing Period.

Notice Forwarding: The merchant must forward any notice, assessment, or correspondence from a tax authority related to a potential Guarantee Event to TaxAside within fifteen (15) business days of receipt.

Reasonable Cooperation: The merchant must provide reasonable cooperation in connection with any investigation or appeal. TaxAside will manage the process — the merchant is not required to independently pursue appeals or correspond with the tax authority.

Active Subscription: The merchant must have an active TaxAside subscription at the time the Guarantee Event occurs. The Guarantee survives for ninety (90) days after cancellation with respect to Filing Periods during which the subscription was active.

Fee Currency: The merchant's subscription fees must be current. If fees are past due, the merchant has a ten (10) day cure period from the date of written notice before the Guarantee is suspended.

4. Payment Process

Upon verification that a Guarantee Event has occurred, TaxAside will process payment as follows:

TaxAside will pay the applicable penalty and interest directly to the tax authority, or reimburse the merchant if the merchant has already paid, within thirty (30) days of the final assessment or determination by the tax authority.

If TaxAside elects to appeal the assessment and the appeal process exceeds sixty (60) days from the date of the merchant's notice, TaxAside will issue a provisional credit to the merchant for the assessed amount (up to the per-Event Cap) while the appeal is pending.

TaxAside may, at its sole discretion, pay a claim prior to the final assessment if the claim amount is clear and undisputed.

If an appeal results in a reduced assessment, the Guarantee payment will be adjusted to reflect the final amount. Any provisional credit in excess of the final assessment will be applied as a credit to the merchant's subscription fees.

5. Exclusions

The Guarantee does not cover:

Incorrect tax collection at the point of sale, including incorrect tax rates programmed into the POS system or incorrect application of tax to individual transactions. The merchant is responsible for ensuring that their POS system collects the correct amount of tax.

Incorrect product or service categorization in the POS system, including items miscategorized as exempt or taxable.

Jurisdictions or Filing Periods not included in the merchant's TaxAside Filing Information at the time the return was due.

Insufficient funds in the merchant's bank account for three (3) or more consecutive business days during a Filing Period, where such insufficient funds prevented TaxAside from completing a set-aside transfer.

Changes in tax law, rates, or filing requirements that took effect within thirty (30) calendar days of the applicable filing deadline, unless TaxAside had actual knowledge of the change at the time of filing.

Consequential, indirect, incidental, special, or punitive damages of any kind. The Guarantee covers only direct penalties and interest assessed by the tax authority.

Force majeure events including natural disasters, government actions, internet outages, or other events beyond TaxAside's reasonable control.

6. Interaction with Service Agreement

The Guarantee is additive to the rights and remedies available under the Terms of Service. Nothing in this Guarantee limits the merchant's other remedies under the Service Agreement or applicable law.

The Guarantee Caps (per-Event and Annual Aggregate) are separate from and in addition to the general limitation of liability in the Terms of Service. Guarantee payments do not count toward, and are not limited by, the general liability cap.

This Guarantee is provided by Incline Labs LLC and is backed by a professional Errors & Omissions insurance policy. The existence of insurance coverage does not expand the scope of the Guarantee beyond the terms set forth herein.

For questions about the On-Time Guarantee Terms, contact legal@taxaside.com. Incline Labs LLC, Atlanta, GA.