Terms of Use and Service Agreement
**BBB Payouts (bbbpayouts.com)**
**Effective Date: January 1, 2025**
**Last Updated: January 1, 2025**
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## 1. Agreement Overview
### 1.1 Acceptance of Terms
These Terms of Use and Service Agreement (“Agreement”) constitute a legally binding contract between you (“Client,” “you,” or “your”) and Visualize One Inc, a Florida corporation (“Company,” “we,” “us,” or “our”), operating the BBB Payouts service through our websites bbbpayouts.com and bbbpayout.com (collectively, the “Service”). By accessing or using our Service, creating an account, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth in this Agreement.
This Agreement governs your use of our research and development (R&D) tax credit services, including but not limited to R&D credit calculation, Form 6765 preparation, amended tax return filing, refund monitoring, and automated payment collection services. Our services are designed to help eligible businesses claim federal and state R&D tax credits and receive cash refunds through the provisions of the One Big Beautiful Bill Act and related tax legislation.
### 1.2 Eligibility and Capacity
**Business Eligibility Requirements:**
To use our services, you must be a business entity or individual conducting qualifying research activities as defined by Internal Revenue Code Section 41. Eligible entities include corporations, partnerships, limited liability companies, sole proprietorships, and other business structures engaged in research and development activities within the United States. You represent and warrant that you have the legal authority to enter into this Agreement on behalf of your business entity and that all information provided to us is accurate, complete, and current.
**Age and Legal Capacity:**
You must be at least 18 years of age and have the legal capacity to enter into binding contracts. If you are acting on behalf of a business entity, you represent that you are authorized to bind that entity to this Agreement. Individuals under 18 years of age are prohibited from using our services, and we do not knowingly collect information from minors.
**Geographic Restrictions:**
Our services are available to businesses operating within the United States and its territories. While we may serve clients with international operations, our primary focus is on U.S. federal and state tax credit programs. Clients located outside the United States may be subject to additional terms and conditions.
### 1.3 Modification of Terms
We reserve the right to modify, update, or revise this Agreement at any time in our sole discretion. Material changes will be communicated to you through email notification, account dashboard alerts, or prominent notices on our website at least thirty (30) days before the effective date of such changes. Your continued use of our services after the effective date of any modifications constitutes your acceptance of the revised terms. If you do not agree to the modified terms, you must discontinue use of our services and may terminate your account in accordance with the termination provisions of this Agreement.
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## 2. Service Description and Scope
### 2.1 R&D Tax Credit Services
**Core Service Offerings:**
Our primary service involves identifying, calculating, and claiming federal and state research and development tax credits on behalf of eligible businesses. This comprehensive service includes analyzing your business activities to identify qualifying research expenses, preparing IRS Form 6765 (Credit for Increasing Research Activities), filing amended tax returns when necessary, and monitoring the status of your credit claims through to refund receipt.
**Qualifying Research Activities:**
We evaluate your business activities against the four-part test established by the Internal Revenue Service: (1) the activity must be undertaken for the purpose of discovering information that is technological in nature; (2) the application of the information must be intended for use in the development of a new or improved business component; (3) substantially all of the activities must constitute elements of a process of experimentation; and (4) the process of experimentation must be undertaken to eliminate uncertainty concerning the development or improvement of a business component.
**Documentation and Compliance:**
Our services include comprehensive documentation of your qualifying research activities, maintenance of contemporaneous records as required by IRS regulations, and preparation of detailed project descriptions and technical summaries. We ensure compliance with all applicable tax laws, regulations, and professional standards, including IRS Circular 230 requirements for tax practitioners.
### 2.2 Technology-Enabled Services
**Automated Monitoring and Collection:**
We utilize advanced technology integrations with Plaid Technologies Inc. to monitor your bank accounts for R&D tax credit refund deposits in real-time. Upon detection of refund deposits, our automated system triggers collection of our service fees through Stripe Inc.’s payment processing platform. This technology-enabled approach ensures timely payment collection while minimizing administrative burden on both parties.
**Data Security and Privacy:**
All technology integrations are implemented with bank-level security measures, including end-to-end encryption, multi-factor authentication, and compliance with industry standards such as SOC 2 and PCI DSS. We maintain comprehensive data security policies and procedures to protect your sensitive financial and business information throughout the service delivery process.
**Real-Time Reporting and Communication:**
Our client portal provides real-time updates on the status of your R&D credit claims, including IRS processing milestones, estimated refund timelines, and payment collection activities. Automated notifications keep you informed of important developments, and our customer support team is available to address questions and concerns throughout the process.
### 2.3 Professional Standards and Limitations
**Professional Competence:**
Our services are provided by qualified professionals with expertise in tax law, accounting, and R&D credit regulations. All work is performed in accordance with applicable professional standards, including those established by the American Institute of Certified Public Accountants (AICPA), the Internal Revenue Service, and relevant state regulatory bodies.
**Scope Limitations:**
Our services are specifically limited to R&D tax credit identification, calculation, and claiming activities. We do not provide general tax preparation services, financial planning advice, legal counsel, or business consulting services outside the scope of R&D credit optimization. Any advice or recommendations provided are limited to R&D credit matters and should not be construed as comprehensive business or financial guidance.
**No Guarantee of Results:**
While we employ best practices and maintain high professional standards, we cannot guarantee specific outcomes, refund amounts, or processing timelines. R&D credit claims are subject to IRS review and approval, and actual results may vary based on factors beyond our control, including changes in tax law, IRS processing procedures, and the specific facts and circumstances of your business activities.
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## 3. Client Obligations and Responsibilities
### 3.1 Information Accuracy and Completeness
**Truthful Disclosure:**
You agree to provide accurate, complete, and truthful information regarding your business activities, financial records, research and development projects, and all other matters relevant to your R&D credit claim. This includes detailed descriptions of research activities, employee time records, contractor agreements, supply costs, and any other expenses claimed as qualifying research expenditures.
**Ongoing Cooperation:**
You agree to cooperate fully with our information gathering and documentation processes, including responding promptly to requests for additional information, participating in interviews and consultations, and providing access to relevant business records and personnel. Your cooperation is essential for the accurate preparation and successful processing of your R&D credit claim.
**Record Maintenance:**
You are responsible for maintaining contemporaneous records of your research activities as required by IRS regulations. This includes project documentation, time tracking records, expense receipts, technical specifications, and any other materials that support your R&D credit claim. You agree to retain these records for the period required by law and to make them available for IRS examination if requested.
### 3.2 Financial Obligations
**Service Fee Payment:**
You agree to pay our service fees in accordance with the payment terms specified in your service agreement or as otherwise communicated to you. Our standard payment model is “pay-on-approval,” meaning fees are collected automatically when your R&D tax credit refund is deposited into your bank account. By engaging our services, you authorize us to monitor your bank accounts through Plaid and to collect payment through Stripe when refunds are received.
**Bank Account Authorization:**
You authorize us to access your bank account information through Plaid Technologies Inc. for the purposes of monitoring refund deposits and collecting service fees. This authorization includes permission to view account balances, transaction history, and account ownership information necessary to verify refund receipt and execute payment collection.
**Payment Method Maintenance:**
You agree to maintain valid payment methods on file with our payment processor, Stripe Inc., and to ensure sufficient funds are available for fee collection when refunds are received. You are responsible for updating payment information when necessary and for resolving any payment processing issues that may arise.
### 3.3 Compliance and Legal Obligations
**Tax Law Compliance:**
You agree to comply with all applicable federal, state, and local tax laws and regulations, including those related to R&D credit claims and reporting requirements. You acknowledge that you remain ultimately responsible for the accuracy and completeness of your tax filings, even when prepared with our assistance.
**Audit Cooperation:**
In the event of an IRS examination or audit of your R&D credit claim, you agree to cooperate fully with the examination process and to provide us with reasonable assistance in responding to IRS inquiries. While we will provide support and guidance during examinations, you acknowledge that you are the taxpayer of record and bear ultimate responsibility for defending your tax positions.
**Regulatory Compliance:**
You agree to comply with all applicable laws and regulations related to your business operations, including those governing research and development activities, employment practices, environmental protection, and industry-specific requirements. Non-compliance with applicable laws may affect your eligibility for R&D credits and could impact our ability to provide services.
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## 4. Payment Terms and Fee Structure
### 4.1 Service Fee Calculation
**Percentage-Based Fees:**
Our service fees are calculated as a percentage of the R&D tax credit refund amount you receive, typically ranging from 15% to 25% depending on the complexity of your claim, the amount of the credit, and the specific services required. The exact fee percentage will be specified in your individual service agreement and confirmed before we begin work on your claim.
**Minimum and Maximum Fees:**
We may establish minimum and maximum fee amounts to ensure fair compensation for our services while providing value to clients of all sizes. Minimum fees ensure that we can provide quality service even for smaller claims, while maximum fees protect larger clients from excessive charges. These limits will be clearly communicated in your service agreement.
**Multiple Year Claims:**
When we prepare R&D credit claims for multiple tax years, fees may be calculated separately for each year or as a blended rate across all years, depending on the specific circumstances of your engagement. Multi-year claims often provide economies of scale that may result in reduced per-year fees.
### 4.2 Payment Processing and Collection
**Automated Collection System:**
Our payment collection system automatically monitors your bank accounts through Plaid Technologies Inc. to detect R&D tax credit refund deposits. When a refund is identified, our system triggers payment collection through Stripe Inc.’s payment processing platform. This automated approach ensures timely payment while minimizing administrative burden.
**Collection Timing:**
Payment collection typically occurs within 24-48 hours of refund deposit detection, allowing sufficient time for the refund to clear your account while ensuring prompt payment of our fees. In cases where multiple refunds are received or where refund amounts differ from projections, we will communicate with you before processing payment collection.
**Payment Method Priority:**
Our system will attempt to collect payment using the following priority order: (1) ACH bank transfer from the account receiving the refund, (2) alternative bank account on file, (3) credit card or debit card on file, and (4) manual payment processing with client notification. You may specify your preferred payment method during account setup.
### 4.3 Billing and Invoice Management
**Invoice Generation:**
We will provide detailed invoices for all services rendered, including breakdowns of fees by tax year, service type, and any additional charges. Invoices will be generated automatically when payment is collected and will be available through your client portal and via email notification.
**Expense Reimbursement:**
In addition to service fees, you may be responsible for reimbursing certain out-of-pocket expenses incurred in connection with your R&D credit claim, including IRS filing fees, professional consultation costs, and third-party documentation expenses. All reimbursable expenses will be pre-approved and documented with appropriate receipts.
**Billing Disputes:**
If you have questions or concerns about any charges, you must notify us in writing within thirty (30) days of the invoice date. We will investigate all billing disputes promptly and work with you to resolve any discrepancies. Undisputed portions of invoices remain due and payable according to the original terms.
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## 5. Intellectual Property and Confidentiality
### 5.1 Proprietary Rights
**Company Intellectual Property:**
All intellectual property rights in our Service, including software, algorithms, methodologies, processes, documentation, and other materials developed or used in connection with our services, remain the exclusive property of Visualize One Inc. This includes our proprietary R&D credit calculation methods, automated monitoring systems, client portal technology, and related innovations.
**Client Information Ownership:**
You retain ownership of all business information, financial data, research documentation, and other materials provided to us in connection with our services. We claim no ownership rights in your proprietary business information, trade secrets, or intellectual property, except as necessary to provide the contracted services.
**Work Product Rights:**
Documents and materials prepared specifically for your R&D credit claim, including Form 6765, amended tax returns, project descriptions, and supporting documentation, are considered work product created for your benefit. While we retain rights to our underlying methodologies and processes, you own the specific work product created for your engagement.
### 5.2 Confidentiality Obligations
**Mutual Confidentiality:**
Both parties acknowledge that they may have access to confidential and proprietary information of the other party. We agree to maintain the confidentiality of your business information, financial data, research activities, and other sensitive materials in accordance with applicable professional standards and legal requirements.
**Professional Standards:**
Our confidentiality obligations are governed by applicable professional standards, including IRS Circular 230, AICPA Code of Professional Conduct, and state professional licensing requirements. We maintain comprehensive policies and procedures to protect client confidentiality and prevent unauthorized disclosure of sensitive information.
**Permitted Disclosures:**
We may disclose your confidential information only as necessary to provide the contracted services, comply with legal or regulatory requirements, respond to valid legal process, or protect our legitimate business interests. Any such disclosures will be limited to the minimum necessary and will be subject to appropriate confidentiality protections.
### 5.3 Data Security and Protection
**Security Measures:**
We implement comprehensive data security measures to protect your confidential information, including encryption, access controls, network security, and employee training programs. Our security practices are designed to meet or exceed industry standards for financial services and tax preparation businesses.
**Third-Party Security:**
All third-party service providers, including Plaid Technologies Inc. and Stripe Inc., are required to maintain appropriate security measures and confidentiality protections. We conduct due diligence on all service providers and require contractual commitments to protect client information.
**Incident Response:**
In the event of a data security incident or breach, we will notify you promptly and take immediate steps to contain the incident, assess the impact, and implement corrective measures. We maintain comprehensive incident response procedures and work with cybersecurity professionals to address security threats.
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## 6. Warranties and Disclaimers
### 6.1 Limited Warranties
**Professional Standards:**
We warrant that our services will be performed in accordance with applicable professional standards and with the degree of care and skill ordinarily exercised by qualified professionals in similar circumstances. Our team maintains appropriate professional credentials, continuing education, and expertise in R&D tax credit matters.
**Compliance with Law:**
We warrant that our services will be provided in compliance with applicable federal and state laws, regulations, and professional standards, including IRS Circular 230, AICPA professional standards, and relevant state licensing requirements. We maintain appropriate professional liability insurance and bonding as required by law.
**System Security:**
We warrant that our technology systems and third-party integrations maintain appropriate security measures to protect your confidential information. This includes encryption, access controls, monitoring systems, and compliance with industry security standards such as SOC 2 and PCI DSS.
### 6.2 Disclaimer of Warranties
**No Guarantee of Results:**
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE OUTCOME OF YOUR R&D CREDIT CLAIM, THE AMOUNT OF CREDITS OR REFUNDS YOU MAY RECEIVE, OR THE TIMING OF IRS PROCESSING. R&D CREDIT CLAIMS ARE SUBJECT TO IRS REVIEW AND APPROVAL, AND RESULTS MAY VARY BASED ON FACTORS BEYOND OUR CONTROL.
**Technology Disclaimers:**
WHILE WE STRIVE TO MAINTAIN RELIABLE TECHNOLOGY SYSTEMS, WE CANNOT GUARANTEE UNINTERRUPTED SERVICE, ERROR-FREE OPERATION, OR COMPLETE ACCURACY OF AUTOMATED SYSTEMS. THIRD-PARTY SERVICES, INCLUDING PLAID AND STRIPE, ARE SUBJECT TO THEIR OWN TERMS AND CONDITIONS AND SERVICE LIMITATIONS.
**Tax Law Changes:**
WE DISCLAIM ANY WARRANTY REGARDING THE IMPACT OF FUTURE CHANGES IN TAX LAWS, REGULATIONS, OR IRS INTERPRETATIONS ON YOUR R&D CREDIT CLAIMS. TAX LAW IS SUBJECT TO CHANGE, AND SUCH CHANGES MAY AFFECT THE AVAILABILITY, CALCULATION, OR PROCESSING OF R&D CREDITS.
### 6.3 Limitation of Implied Warranties
**AS-IS BASIS:**
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, OUR SERVICES ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
**Third-Party Services:**
WE DISCLAIM ALL WARRANTIES RELATED TO THIRD-PARTY SERVICES, INCLUDING PLAID TECHNOLOGIES INC., STRIPE INC., AND OTHER SERVICE PROVIDERS. YOUR USE OF THIRD-PARTY SERVICES IS SUBJECT TO THEIR RESPECTIVE TERMS AND CONDITIONS, AND WE ARE NOT RESPONSIBLE FOR THEIR PERFORMANCE OR AVAILABILITY.
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## 7. Limitation of Liability
### 7.1 Liability Limitations
**Maximum Liability:**
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
**Consequential Damages:**
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
**Professional Liability:**
OUR LIABILITY FOR PROFESSIONAL ERRORS OR OMISSIONS IS LIMITED TO THE AMOUNT OF OUR PROFESSIONAL LIABILITY INSURANCE COVERAGE, WHICH MAINTAINS MINIMUM LIMITS AS REQUIRED BY APPLICABLE PROFESSIONAL LICENSING REQUIREMENTS. WE WILL COOPERATE WITH INSURANCE CARRIERS IN THE INVESTIGATION AND RESOLUTION OF ANY COVERED CLAIMS.
### 7.2 Exceptions to Limitations
**Intentional Misconduct:**
The liability limitations set forth in this Agreement do not apply to damages resulting from our intentional misconduct, criminal acts, or gross negligence. We remain fully liable for any damages directly caused by willful violations of law or professional standards.
**Confidentiality Breaches:**
Liability limitations may not apply to damages resulting from unauthorized disclosure of your confidential information, except to the extent such disclosure is required by law or results from circumstances beyond our reasonable control.
**Indemnification Obligations:**
Liability limitations do not affect our indemnification obligations as set forth in this Agreement or our obligations to defend and hold you harmless from certain third-party claims as specified herein.
### 7.3 Risk Allocation
**Assumption of Risk:**
You acknowledge and agree that R&D credit claims involve inherent risks, including the possibility of IRS examination, adjustment, or denial of credits. You assume these risks and agree that we are not liable for adverse outcomes resulting from IRS actions or interpretations beyond our control.
**Client Responsibility:**
You acknowledge that the accuracy and completeness of your R&D credit claim depends significantly on the information and documentation you provide. We are not liable for errors or omissions resulting from incomplete, inaccurate, or misleading information provided by you or your representatives.
**Third-Party Actions:**
We are not liable for damages resulting from the actions or omissions of third parties, including but not limited to Plaid Technologies Inc., Stripe Inc., the Internal Revenue Service, state tax authorities, or other service providers, except to the extent we have failed to exercise reasonable care in selecting or monitoring such third parties.
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## 8. Indemnification
### 8.1 Client Indemnification
**Scope of Indemnification:**
You agree to indemnify, defend, and hold harmless Visualize One Inc, its officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (a) your breach of this Agreement; (b) your violation of any applicable law or regulation; (c) inaccurate or misleading information provided by you; (d) your business operations and activities; and (e) any third-party claims related to your use of our services.
**Defense Obligations:**
Upon notice of any claim subject to indemnification, you agree to assume the defense of such claim with counsel reasonably acceptable to us. We reserve the right to participate in the defense at our own expense and to approve any settlement that may affect our interests or reputation.
**Cooperation Requirements:**
You agree to cooperate fully in the defense of any indemnified claim, including providing access to relevant documents, witnesses, and other information necessary for an effective defense. Failure to cooperate may limit or void your indemnification obligations.
### 8.2 Company Indemnification
**Professional Liability:**
We agree to indemnify you against third-party claims alleging professional negligence or errors in our performance of R&D credit services, subject to the liability limitations set forth in this Agreement. This indemnification is limited to claims covered by our professional liability insurance.
**Intellectual Property:**
We will defend you against claims that our services infringe third-party intellectual property rights and will indemnify you for damages awarded in a final judgment, provided that you notify us promptly of any such claim and allow us to control the defense.
**Data Security:**
We will indemnify you for direct damages resulting from unauthorized disclosure of your confidential information due to our breach of security obligations, subject to the limitations and exclusions set forth in this Agreement.
### 8.3 Indemnification Procedures
**Notice Requirements:**
The party seeking indemnification must provide prompt written notice of any claim, including all relevant details and documentation. Failure to provide timely notice may limit or void indemnification obligations to the extent the indemnifying party is prejudiced by such delay.
**Control of Defense:**
The indemnifying party has the right to control the defense and settlement of indemnified claims, provided that any settlement affecting the indemnified party’s interests requires prior written consent. The indemnified party may participate in the defense at its own expense.
**Mitigation Obligations:**
Both parties agree to take reasonable steps to mitigate damages and cooperate in the defense of any indemnified claims. This includes preserving relevant documents, providing witness testimony, and taking other actions necessary for an effective defense.
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## 9. Dispute Resolution
### 9.1 Informal Resolution
**Good Faith Negotiations:**
Before initiating formal dispute resolution procedures, the parties agree to attempt to resolve any disputes through good faith negotiations. Either party may initiate this process by providing written notice of the dispute, including a detailed description of the issues and proposed resolution.
**Executive Involvement:**
If initial negotiations are unsuccessful, senior executives from both parties will meet within thirty (30) days to attempt resolution. These discussions will be conducted in confidence and without prejudice to either party’s position in any subsequent proceedings.
**Mediation Option:**
If direct negotiations fail to resolve the dispute within sixty (60) days, either party may request non-binding mediation through a mutually acceptable mediator or mediation service. The costs of mediation will be shared equally between the parties.
### 9.2 Binding Arbitration
**Arbitration Requirement:**
Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved through informal procedures shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
**Arbitrator Selection:**
The arbitration shall be conducted by a single arbitrator with expertise in tax law, accounting, or business disputes. The arbitrator shall be selected through the AAA’s standard selection procedures, with each party having the right to challenge arbitrators for cause.
**Arbitration Procedures:**
The arbitration shall be conducted in Florida, unless the parties agree to an alternative location. The arbitrator shall have the authority to award monetary damages, injunctive relief, and other appropriate remedies, but shall not have the authority to award punitive damages or damages inconsistent with this Agreement.
### 9.3 Exceptions and Limitations
**Equitable Relief:**
Notwithstanding the arbitration requirement, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect confidential information, prevent irreparable harm, or preserve the status quo pending arbitration.
**Small Claims:**
Disputes involving amounts less than the jurisdictional limit of small claims court may be pursued in small claims court in lieu of arbitration, at the option of either party.
**Class Action Waiver:**
BOTH PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS-WIDE ARBITRATIONS. ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS.
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## 10. Termination
### 10.1 Termination Rights
**Termination for Convenience:**
Either party may terminate this Agreement at any time with thirty (30) days’ written notice. Termination for convenience does not affect obligations that have already accrued or work that has been substantially completed prior to the termination date.
**Termination for Cause:**
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice; (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) engages in illegal conduct related to the services provided under this Agreement.
**Automatic Termination:**
This Agreement will terminate automatically upon completion of all R&D credit claims and payment of all fees and expenses, unless the parties agree to extend the relationship for additional services or ongoing support.
### 10.2 Effects of Termination
**Work Product Delivery:**
Upon termination, we will deliver all completed work product to you, including prepared tax forms, documentation, and other materials created specifically for your engagement. You will remain responsible for payment of all fees and expenses incurred prior to termination.
**Continuing Obligations:**
Termination does not affect obligations that by their nature should survive, including confidentiality obligations, indemnification provisions, liability limitations, dispute resolution procedures, and payment obligations for services already rendered.
**Data Retention:**
Following termination, we will retain your information only as necessary to comply with legal and regulatory requirements, resolve disputes, and provide ongoing support for completed R&D credit claims. We will securely dispose of information that is no longer required to be retained.
### 10.3 Post-Termination Support
**Audit Support:**
If your R&D credit claims are examined by the IRS after termination of this Agreement, we will provide reasonable cooperation and support in responding to the examination, subject to payment of our then-current hourly rates for such services.
**Document Access:**
You will have reasonable access to work product and documentation created during our engagement for a period of seven (7) years following termination, subject to our document retention policies and applicable legal requirements.
**Transition Assistance:**
We will provide reasonable assistance in transitioning your R&D credit matters to another service provider, including providing copies of relevant documentation and explaining our methodologies and conclusions, subject to payment of reasonable fees for such assistance.
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## 11. General Provisions
### 11.1 Governing Law and Jurisdiction
**Applicable Law:**
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Federal law shall apply to matters within federal jurisdiction, including tax law and regulations.
**Jurisdiction:**
Subject to the arbitration provisions set forth herein, the parties consent to the exclusive jurisdiction of the state and federal courts located in Florida for any legal proceedings related to this Agreement.
**Compliance with Law:**
Both parties agree to comply with all applicable federal, state, and local laws and regulations in connection with this Agreement and the services provided hereunder.
### 11.2 Entire Agreement and Modifications
**Complete Agreement:**
This Agreement, together with our Privacy Policy and any additional service agreements or statements of work, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.
**Modification Requirements:**
This Agreement may be modified only by written agreement signed by both parties, except that we may modify our Privacy Policy and certain operational procedures with appropriate notice as provided therein.
**Electronic Signatures:**
This Agreement may be executed electronically, and electronic signatures shall have the same force and effect as original signatures. Electronic records shall be deemed originals for all purposes.
### 11.3 Miscellaneous Provisions
**Severability:**
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
**Assignment:**
You may not assign this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets with notice to you.
**Force Majeure:**
Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, or failures of third-party service providers.
**Notices:**
All notices required under this Agreement shall be in writing and delivered by email, certified mail, or overnight courier to the addresses specified in your account information or as otherwise provided by the parties.
**Waiver:**
No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision. No waiver shall be effective unless in writing and signed by the party to be charged.
**Headings:**
The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
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## 12. Contact Information and Effective Date
### 12.1 Company Contact Information
**Visualize One Inc**
**BBB Payouts**
**Email:** legal@bbbpayouts.com
**Phone:** 1-800-BBB-PAYOUT (1-800-222-7296)
**Website:** https://www.bbbpayouts.com
**Mailing Address:** [Physical address to be provided]
### 12.2 Effective Date and Acknowledgment
This Agreement is effective as of January 1, 2025, and shall remain in effect until terminated in accordance with its terms. By using our services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth in this Agreement.
**Document Version:** 1.0
**Last Updated:** January 1, 2025
**Next Review Date:** January 1, 2026
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*This Terms of Use and Service Agreement has been prepared to comply with applicable federal and state laws governing financial services, tax preparation, and professional service providers. For questions about this Agreement or our services, please contact us using the information provided above.*