Introduction

By accessing or using this website, mobile application, or other websites that display these Terms and Conditions, or Basis ERC (defined below) (collectively, this “Website”) in any way, you (“User,” “you,” or “your”) agree to be bound by this Terms and Conditions Agreement (the “Agreement” or “Terms and Conditions”). This Website is brought to you by Basis (“Basis ERC,” “we,” or “us”). The Agreement is a binding legal contract between you and us.

Your use of this website is subject to a mandatory arbitration provision and class action waiver set forth in the section of this agreement titled ‘Dispute Resolution by Binding Arbitration and Class Action Waiver.’ Please carefully review that section of this agreement.

Requests to Be Matched

The Website may provide you the opportunity to submit requests for information about tax credits, benefits, and related services (“Services”) offered by us, and certain service providers (each such service provider, a “Service Provider”; each such request, a “Request”), and to engage the services of us and others. By submitting a Request, you agree that we may and will share the information you provide in your Request with third parties, including any Service Providers regardless of whether or not you have specifically selected such Service Provider or asked that your information or Request be shared with such Service Provider.

If any Service Provider(s) wishes to provide information to you in connection with your Request, you will be contacted regarding the offerings and related pricing. Please contact the Service Provider(s) directly if you no longer wish to receive communications from them. The Service Provider(s) may keep your Request information and any other information provided by us in connection with your Request whether or not they offer you a product or service.

We cannot and do not guarantee that we or Service Providers will provide information responding to every Request you submit or that the Service Providers who respond to your Request will meet all of your requirements. We may reject any Request or elect not to forward a Request to participating Service Providers, for any reason or no reason. You should perform your own research and due diligence on each potential Service Provider prior to selecting or entering into any agreement or arrangement. We are not responsible or liable for any service provider’s acts or omissions including, without limitation, with respect to any information or services that any such service provider may provide, for such service provider’s contacting or failure to contact you, for such service provider’s performance or failure to perform any services, or for any agreement, arrangement, or transaction between you and any service provider.

General Restrictions

By using the Website or submitting a Request, you represent and agree that (1) you are at least 18 years old or the legal age of majority in your State (whichever is older); (2) you are authorized to enter into this Agreement; (3) you will not use the Website for any purpose or in any manner that violates any law or regulation or that infringes the rights of Basis ERC or any third party; (4) any information or data you provide to Basis ERC will not violate any law or regulation or infringe the rights of Basis ERC or any third party; (5) all information that you provide to Basis ERC in connection with the Website (e.g., name, email address, or other information) is true and accurate; and (6) you are authorized and able to fulfill and perform the obligations specified herein.

You agree to use the Website only for your individual purposes and in compliance with all applicable federal, state, and local laws and regulations. Additionally, you agree that the Services and any information derived therefrom shall not be used to stalk, harass, bother, threaten, or embarrass any individual. Systematic access to or any extraction of content from the Website or database(s), including the use of “bots”, “spiders,” or “scraping” technology within a browser or browser-like program is strictly prohibited and constitutes grounds for suspending or terminating your account in accordance with this Agreement. We prohibit caching, unauthorized hypertext links to the Website, and the framing of any content available through the Website. We reserve the right to disable any unauthorized links or frames. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the text, images, and/or information received through the Website and its affiliated websites to anyone without our express prior written consent. You may not: (a) use or permit the use of data accessed via the Website to prepare a database or a comparison to other databases that are sold, rented, published, or furnished in any manner to a third party; or (b) use or permit the use of Website data for the purpose of verifying, enhancing, compiling, supplementing, adding to, deleting from or operating any telemarketing list, mailing list, direct mail service, business directory, or other compilation of information that is sold, rented, published, or furnished in any manner to a third party.

Basis ERC is Not a Certified Public Accountant or Your Agent

Basis ERC is not your agent or the agent of any Service Provider. Basis ERC makes no claims or representations about the accuracy, reliability, timeliness, usefulness, or completeness of any information or advice provided by any third parties, including any Service Providers. Basis ERC is not a Certified Public Accountant or a Certified Public Accounting Firm, and Basis ERC is not your accountant. Basis ERC recommends that you obtain different opinions and seek the advice of a Certified Public Accountant who is fully aware of your individual circumstances before making any final decisions or filing any documents with any federal or state governmental institution, including but not limited to the Internal Revenue Service.

This is Not an Application

Nothing on this Website constitutes an offer, promise, or otherwise, to provide a specific tax credit or service or that any participating provider will offer you a specific tax credit or service for any purpose or on any specific terms. If you contact any Service Provider and submit any information to such Service Provider, your information remains between you and that Service Provider. We shall not be responsible or liable for any products, services, information, or other materials displayed, purchased, or obtained as a result of any information or offer in or results of any kind obtained from any Service Provider in connection with this Website.

Privacy

By using Basis ERC, you agree to our Privacy Policy, which is incorporated herein by reference. By submitting your contact information through the Website, you are providing your prior express written consent to receive marketing communications about financial and tax services via automated telephone dialing systems, pre-recorded calls, artificial voice, text messages, and emails from Basis ERC, our advertising partners, and Service Partners, at the phone number and/or email address you provided or confirmed above, including landlines and wireless numbers, if applicable, even if the phone number is on a corporate, state, or national do not call list, or if you previously unsubscribed from emails. Consent is not a condition to purchase any goods or services.

Links

External links to other internet sites or resources may be provided by Basis ERC, Service Providers, or other third parties. Basis ERC has no control over, and does not endorse, such sites, resources, or entities. You acknowledge and agree that Basis ERC is not responsible or liable for the availability or content, advertising, products, or any other material found on such external sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any third parties.

Termination

We may terminate or suspend access to this Website and our Services immediately, with or without notice to you, for any reason or no reason whatsoever, in our sole judgment, including any time we determine, in our sole judgment, you have violated any of the Agreement, furnished us with false or misleading information, or interfered with use of the Website or the Service by others. In addition to any other rights and remedies we may have under this Agreement, or at law or in equity, we have the right to: revoke your right to use our Website and use any technological, legal, operational, or other means available to enforce this Agreement, including blocking specific IP addresses.

Disclaimer of Warranties

To the maximum extent permitted by law:

The website and any content, information, and materials made available through or in connection with the website are provided to you ‘as available’ and ‘as is’ without any express representations or warranties of any kind, and Basis ERC disclaims all statutory or implied representations, warranties, agreements with respect to the website, and all goods, services, content, information, and materials (including, without limitation, third party goods, services, content, information, and materials) made available through the website, including any representations or warranties of satisfactory quality, merchantability, fitness for a particular purpose, noninfringement, and title. We make no representation or warranty that the website (or any part thereof) is or will be accurate, timely, current, complete, or error-free, or that any particular software or hardware will be compatible with the website.

Basis ERC shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind in connection with the website, under any contract, negligence, strict liability, or other theory. This includes damages for loss of profits, loss or interruption of business, loss of use, loss of data, loss of other intangibles, loss of security of information you have provided in connection with your use of the website, or unauthorized interception of any such information by third parties, even if advised in advance of such damages or losses. In particular, and without limitation, Basis ERC will not be liable for damages of any kind resulting from your use of or inability to use the website or from any content posted on the website by Basis ERC or by the acts or omissions of any third party, including service providers. The maximum liability of Basis ERC for all damages, losses, and causes of action, whether in contract, tort (including without limitation negligence), or otherwise, shall be the total amount, if any, paid by you to Basis ERC to access and use the website.

Indemnification

You agree that you shall indemnify, defend, and hold harmless Basis ERC, its officers, directors, employees and agents, affiliates, and Service Providers against any and all direct or indirect losses, claims, demands, expenses (including attorneys’ fees and cost) or liabilities of whatever nature or kind arising out of your use of our Website, your use or distribution of any information obtained therefrom, your access to or use of the Website, your breach or violation of this Agreement, any law or regulation, or the rights of us or any third party.

Dispute Resolution by Binding Arbitration and Class Action Waiver

You and we agree that if any concerns, complaints, demands for relief, disputes, or claims arise between you and Basis ERC related to your visit or use of the Website, any Request you make through the Website, your relationship with Basis ERC, communications with us or on behalf of us (including, but not limited to, telephone calls, text messages, emails, and indirect communications with us through third parties), any Services, or anything related to this Agreement (a “Dispute”) arises that is not resolved informally shall be resolved on an individual basis through binding arbitration or in small claims court only. You and Basis ERC also agree to waive any and all rights to a trial by jury and to waive any and all rights to participate in any way in a class action in connection with any such disputes, or to make or proceed with any claim on a collective or consolidated basis.

Before you or Basis ERC can file a claim in arbitration or small claims court, you and Basis ERC are each required first to participate in an informal settlement process for a period of sixty (60) days for the purpose of resolving any Dispute. To initiate the informal settlement process, the claiming party must send to the other party a short, written statement (a “Claim Statement”) providing the claimant’s name and address; explaining the Dispute in sufficient detail for the other party to understand and investigate it; and presenting a proposal for resolving it (including any amount of money being claimed and how that amount was calculated). You agree to send each Claim Statement by email to admin@basiserc.com. If applicable, Basis ERC agrees to send each Claim Statement by email to an email address you have previously provided to Basis ERC or by certified mail, return receipt requested to an address you have previously provided to Basis ERC. You and Basis ERC will then, upon receipt of any Claim Statement, attempt in good faith to resolve each Dispute described in the Claim Statement on an individual basis. If any such Dispute is not resolved within sixty (60) days following the receipt of a Claim Statement, you and Basis ERC thereafter have the right to resolve any such Dispute either in small claims court or by individual arbitration, subject to the requirements described below.

At the conclusion of the sixty (60) day informal settlement period, Disputes presented in a Claim Statement, but not resolved, may be asserted on an individual basis in either (1) small claims court in: (a) the county or parish where you live, if such a court is available and has jurisdiction to hear the Dispute; or (b) another location you and Basis ERC agree on, but only if the Disputes (and the relief sought) qualify to be brought in that court; or (2) binding individual arbitration as provided for in this agreement, below.

You and Basis ERC agree that all arbitrations between you and Basis ERC under this agreement are governed by the Federal Arbitration Act (“FAA”) and federal law, notwithstanding any state or local laws, or the laws of other countries, concerning or purporting to place limits on the availability or scope of arbitration or imposing obligations greater than, or inconsistent with, the FAA. With regard to dispute resolution between you and Basis ERC (including arbitration), if there is a conflict between this provision and any other provision of this Agreement regarding governing law, this provision shall control. This agreement to arbitrate is intended to be broadly interpreted and includes claims brought under any legal theory; claims that may arise during and after the termination of your involvement or relationship with Basis ERC; claims brought by or against Basis ERC; claims brought by or against you, the respective affiliates and parent companies of User and the respective officers, directors, employees, agents, predecessors, successors, and assigns of these entities.

Arbitration shall be submitted to the American Arbitration Association (AAA) pursuant to the then-current American Arbitration Association (AAA) pursuant to the then-current AAA Commercial Arbitration Rules, which you can find here: https://www.adr.org/commercial. All disputes, claims, or requests for relief shall be arbitrated either by telephone, online, or based solely on written submissions, including affidavits, and will not involve any personal appearances by parties or witnesses unless you and we agree otherwise. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. You and Basis ERC will each bear their own respective costs and attorneys’ fees in the event of a Dispute; provided, however, that the prevailing party shall be entitled to recover its costs and reasonable attorney’s and arbitral fees to the extent permitted by applicable law or under applicable arbitration rules. If an arbitrator determines that an arbitration has been brought in bad faith, for an improper purpose, or to exert unfair pressure greatly disproportionate to the harm alleged, or that the demand was entirely frivolous, the arbitrator may award costs, arbitration fees, and attorneys’ fees to the party defending itself in connection with any such Disputes. The entire dispute, including the scope and enforceability of this arbitration provision and the arbitrability of any dispute, shall be determined by the arbitrator.

This arbitration provision shall survive the termination of this Agreement. Nothing in this section is intended to limit the relief available to either you as an individual or Basis ERC in arbitration or small claims court, including equitable relief that an arbitrator may be required to make available by applicable law. Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the federal courts: (i) any dispute, controversy, or claim relating to or contesting the validity of our or one of our family company’s intellectual property rights and proprietary rights, including without limitation, patents, trademarks, service marks, copyrights, or trade secrets; (ii) an action by us for temporary or preliminary injunctive relief, whether prohibitive or mandatory, or other provisional relief; (iii) any legal action by us against a non-consumer; and (iv) interactions with governmental and regulatory authorities.

You agree to waive your right to file or participate in a class action. All claims and disputes within the scope of this agreement must be litigated on an individual basis and not on a class basis or through participation in a class action, class arbitration, or representative action. Claims or disputes of more than one user cannot be litigated jointly or consolidated with those of any other user. If a decision is issued stating that applicable law precludes enforcement of any of this limitation on class proceedings as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the federal courts.

You shall have thirty (30) days from the earliest of the date that you visit the Website, or submit information through the Website to opt out of this arbitration provision and class action waiver, by contacting us by email at admin@basiserc.com. If you do not opt out by the earliest of the date that you visit the Website, or submit information through the Website, then you are not eligible to opt out.

Modifications

We reserve the right at any time to modify this Agreement, and any part of our Website, in our sole discretion. We will notify you of changes to our Agreement by posting them here, sending you an email, or otherwise notifying you through or on the Website or via other contact information you provide to us. Your continued use of the Website following the posting of revised Agreement means that you accept and agree to the changes. The date at the top of the Website indicates when this Agreement was last updated.

Intellectual Property

Basis ERC, and the Website’s entire contents, features, and functionality, including, but not limited to, all information, text, displays, photographs, graphics, video and audio, and the design, selection, and arrangement thereof (“Content”) are owned by, licensed by, or provided to

Basis ERC. The Website is protected by copyright, trademark, trade secret, and other intellectual property or proprietary rights laws, and thus, we own and retain all rights in the Basis ERC Content and the Website. Our trademarks, trade dress, and other intellectual property may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion to consumers or other users or recipients or the trademark.

Your Content

The Website may allow you and others to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “User Contributions”) on or through the Website, email, or mail. By providing User Contributions, you grant us a nonexclusive right to edit, copy, publish, distribute, translate, and otherwise use these User Contributions (in whole, edited, and in part). We have no obligation to (1) to maintain any comments in confidence; (2) to provide any compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit, or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, obscene, or otherwise objectionable, or violates any party’s intellectual property or these Terms and Conditions.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or Website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.

Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your copyrighted work has been used or displayed on our website in a way that constitutes copyright infringement, please report the alleged infringements by completing the following steps and by notifying Basis ERC’s Designated Agent, as listed below. Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement (“Notification of Claimed Infringement”) must be sent to our Designated Agent. The Notification of Claimed Infringement must include the following:

1. An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;

2. Identification of the copyrighted work (or works) that you claim has been infringed;

3. A description and identification of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted, etc.);

4. A clear description of where the infringing material is located on our Website, including as applicable its URL, so that we can locate the material;

5. Your contact information, including your name, address, telephone number, and email address;

6. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

7. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Contact Us

If you have any questions about this Agreement, please email us at admin@basiserc.com.

Miscellaneous

No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement is not assignable, transferable, or sublicensable by you except with our prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without your consent. The Agreement constitutes the entire agreement you have with us regarding the subject matter and supersedes any and all prior and/or inconsistent understandings. Our Agreement cannot be modified except as set described herein or in a written amendment signed by an authorized representative of ours.