1. Acceptance of terms
These Terms of Service (“Terms”) govern your access to and use of the WageProof Reasonable Compensation Tool located at www.wageproof.com (the “Service”), operated by RightStart LLC, doing business as WageProof (“we,” “us,” or “our”).
By accessing or using the Service, creating an account, or generating a report, you agree to be bound by these Terms. If you do not agree, do not use the Service.
These Terms include a binding individual-arbitration agreement and class-action waiver in Section 15, with a 30-day opt-out.
If you are using the Service on behalf of a business or other entity, you represent that you have the authority to bind that entity to these Terms, and “you” refers to both you individually and that entity. Where an account is operated by more than one person as a Firm Account (see Section 19), each Authorized User individually accepts these Terms for themselves, and the Firm on whose behalf they act is bound by these Terms and by the acts and omissions of its Authorized Users. Section 19 governs how responsibility is allocated among the Firm, its Account owner, its Administrators, and its Members.
You must be at least 18 years of age to use this Service. By using the Service, you represent that you are at least 18.
By using the Service, you consent to receive transactional and service-related communications from us electronically — for example, account, security, billing, and report notices by email or in-app. You agree that electronic communications satisfy any legal requirement that such communications be in writing. Marketing emails are sent only with your separate opt-in consent, which you can withdraw at any time in your account settings. Transactional and service-related messages are not marketing emails and do not require separate opt-in — this includes a firm invitation email we send, at the request of a Firm Account’s Account owner or an Administrator, to a person they ask us to invite (see Section 19).
2. Description of service
The Service is a web-based compensation analysis tool that generates reasonable compensation reports for S-Corporation owner-employees. It uses publicly available wage data from the U.S. Bureau of Labor Statistics (BLS) to produce compensation estimates using methodology described in IRS guidance.
The Service allows users to decompose their work into component tasks, map those tasks to BLS occupation classifications, and generate PDF reports showing compensation estimates. Reports may present up to three valuation approaches: a Cost Approach (Many Hats Method) and a Market Approach (Single-Role Comparison), available to all users, and — for qualified tax professional (“CPA”) accounts — an Income Approach (Independent Investor Test).
Accounts registered as tax professionals (“CPA accounts”) include additional functionality, which may include a client dashboard, intake questionnaires for collecting client information, the CPA-only Income Approach, and white-labeled (branded) reports on higher-tier plans. A CPA account may be operated as a Firm Account by more than one person, in which case this functionality — and the Firm’s clients, reports, questionnaires, report credits, and branding — is shared among the Firm’s Authorized Users, as described in Section 19.
The Service is designed for use by S-Corp owner-employees and qualified tax professionals (CPAs, enrolled agents, tax attorneys). If you are not a tax professional, you are strongly advised to use this Service in consultation with one.
3. Important disclaimers
This section is critical. Please read it carefully.
The Service does not provide tax, legal, or financial advice. Reports generated by the Service are for informational purposes only. They do not constitute tax advice, legal advice, financial advice, or professional valuation services of any kind.
WageProof is not a CPA firm, law firm, accounting firm, or registered investment advisor. We do not prepare tax returns, file documents with the IRS, or provide opinions on tax positions.
Reports are generated by automated software. No report produced by this Service has been reviewed, verified, or approved by a CPA, attorney, enrolled agent, or other qualified tax professional.
You are responsible for consulting a qualified professional. Before making any compensation decisions, setting salary levels, filing tax returns, or taking any action based on a report generated by this Service, you must consult with a qualified tax advisor, CPA, or attorney who can evaluate your specific facts and circumstances.
The Service does not guarantee any outcome with the IRS. While the methodology used by this Service is described in IRS publications, the Service is not endorsed, approved, or affiliated with the Internal Revenue Service. A report from this Service does not guarantee that the IRS will accept the compensation figure as reasonable, that you will prevail in an audit or Tax Court proceeding, or that you will avoid penalties, reclassification, or additional tax liability.
No professional-client relationship. Use of the Service does not create any professional-client relationship, including but not limited to an accountant-client, attorney-client, or fiduciary relationship between you and WageProof.
Reasonable compensation depends on facts and circumstances. The appropriate reasonable compensation for any individual depends on numerous factors that this tool cannot evaluate, including the nature and history of the business, return on capital, comparable arrangements, and other factors described in IRS guidance. The estimates produced by this Service are one input to that analysis, not the final answer.
4. Data accuracy and limitations
All wage data used by the Service comes from publicly available U.S. Bureau of Labor Statistics sources. While we make reasonable efforts to accurately import and process this data, we do not guarantee the accuracy, completeness, or timeliness of any data or calculations.
BLS data has inherent limitations. Some occupation and geographic area combinations have suppressed or unavailable data. When this occurs, the Service uses a documented fallback methodology (substituting broader geographic or occupational data), which is noted in the report. These substitutions may affect the accuracy of the compensation estimate.
BLS OEWS estimates carry a May reference date (pooling six semiannual panels over a three-year cycle) and are published roughly a year later. There is an inherent lag between the data collection period and when it is available in the Service.
We do not independently verify BLS data and are not responsible for errors, omissions, or inaccuracies in the underlying government data.
5. User accounts and responsibilities
To use certain features of the Service, you must create an account through our authentication provider (Clerk). You are responsible for maintaining the security of your account credentials and for all activity under your account. If your account is part of a Firm Account, the Firm is responsible for all activity of each of its Authorized Users under that Firm Account, and each Authorized User is responsible for their own activity and for maintaining the security of their own credentials, as described in Section 19.
You agree to:
- Provide accurate, current, and complete information when creating your account and generating reports
- Keep your account credentials secure and not share them. Adding colleagues to a Firm Account through the invitation process in Section 19 — where each Authorized User has their own separate login — is not credential sharing and is permitted; sharing one login among several people is not.
- Notify us promptly of any unauthorized use of your account
- Use the Service only for lawful purposes and in accordance with these Terms
You are solely responsible for the accuracy of the information you provide. The Service relies on your inputs to generate reports. Inaccurate inputs produce inaccurate results. In a Firm Account, where more than one Authorized User may contribute to or finalize a single report, responsibility for the accuracy of that report’s inputs and outputs rests with the Firm, regardless of which Authorized User entered particular information or finalized the report.
You agree not to:
- Use the Service to support a tax position you know to be false or fraudulent
- Access, scrape, or extract data from the Service through automated means
- Reverse-engineer, decompile, or disassemble the Service or its underlying software
- Resell, sublicense, or redistribute reports or access to the Service to anyone outside your Firm without our written permission — granting your own Authorized Users access to a Firm Account through the invitation process in Section 19 is permitted and is not a prohibited redistribution of access
- Interfere with or disrupt the Service or its infrastructure
Use on behalf of others. If you use the Service as a tax professional or otherwise on behalf of a third party (a “Client”), you represent that you are authorized to do so; you are solely responsible for the professional relationship with, and any advice to, that Client; and you — not WageProof — are responsible for the Client’s reliance on any report. Where the Service is used on behalf of a Client through a Firm Account, “you” in this paragraph means the Firm and its Authorized Users, and the Firm is responsible for the professional relationship with, and any advice to, the Client and for the Client’s reliance on any report, regardless of which Authorized User performed the work. WageProof has no professional, contractual, or fiduciary relationship with your Client, and your Client is not a party to or third-party beneficiary of these Terms.
6. Intellectual property and restrictions
Our property. The Service, including its software, design, layout, report templates, methodology implementation, task catalog, user interface, and documentation, is owned by WageProof and protected by copyright and other intellectual property laws. You may not copy, modify, distribute, or create derivative works from any part of the Service without our written permission.
Public data. The underlying BLS wage data is public domain. Our intellectual property rights apply to the way we organize, present, and analyze that data — not to the raw data itself.
Your reports. Reports you generate are yours to use. You may share them with your CPA, tax advisor, attorney, or the IRS. Where a report is generated under a Firm Account, the report is the Firm’s work product and belongs to the Firm, not to the individual Authorized User who generated it; “yours” in this paragraph means the Firm’s, and if an Authorized User is removed from a Firm Account the Firm retains that user’s reports and clients (see Section 19). You may not resell reports, redistribute them commercially, or use them to create a competing service.
Your data. You retain ownership of the information you provide to the Service. Information entered under a Firm Account — including client records and report inputs — is provided on behalf of, and as between the Authorized Users belongs to, the Firm; it is visible to every current Authorized User of that Firm Account and is retained by the Firm if the Authorized User who entered it is later removed. We use your data solely to provide the Service, as described in our Privacy Policy.
Uploaded branding. If you upload a logo or other branding assets, you represent that you own or have the rights to use them and that they do not infringe any third party’s rights.
Restrictions. You may not reverse-engineer, decompile, or attempt to extract the source code, algorithms, or calculation logic of the Service. You may not use information obtained from the Service to build, assist, or contribute to a competing product or service.
Feedback. If you send us suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it for any purpose, with no obligation to compensate you or to keep it confidential.
Copyright complaints. If you believe material on the Service infringes your copyright, email help@wageproof.com with the information described in 17 U.S.C. § 512(c)(3) — identification of the copyrighted work and the allegedly infringing material, your contact information, and a good-faith statement. We will respond to valid notices.
7. Payment terms
Pricing. Reports are paid for one at a time or through an annual plan:
- Single Report: $199 for one report (one seat)
- Starter: $499/year for up to 10 reports (one seat)
- Professional: $999/year for up to 30 reports and up to 10 seats
- Firm: $1,499/year for up to 60 reports and unlimited seats
Seat limits count every Authorized User on the account, including the Account owner; see Section 19.
One-time add-on report credits and multi-report packs may also be offered, priced as shown at checkout at the time of purchase. Unused plan reports do not roll over to subsequent terms, except that when you upgrade an active subscription mid-term, your remaining plan reports carry forward for the remainder of your current term, up to the new plan’s report allowance. Add-on report credits do not expire. Prices are subject to change with notice. Prices exclude any applicable sales or use taxes, which are calculated and shown at checkout.
Payment processing. Payments are processed by Stripe. By purchasing a plan, you agree to Stripe’s terms of service. We do not store your credit card information.
Auto-renewal. Annual plans renew automatically for successive one-year terms at the then-current price unless you cancel before the renewal date, and we will charge the payment method on file on each renewal date. For annual plans we also send you a renewal reminder before each renewal date. If you upgrade your plan, your renewal date does not change: your plan renews on your existing renewal date at the new plan’s then-current price, and you pay the difference between the plans at upgrade. The subscription’s Account owner can cancel at any time from the Billing page in their account; cancellation takes effect at the end of the current billing period, and you keep access until then. For a Firm Account, the subscription, the payment method, and the right to cancel belong solely to the Account owner; Administrators and Members have read-only access to billing and cannot renew, cancel, upgrade, downgrade, or change the payment method (see Section 19).
Chargebacks and payment disputes. If you believe you were charged in error, contact us at help@wageproof.com before disputing the charge with your bank or card issuer so we can resolve it. If you initiate a chargeback or payment dispute, we may re-lock or revoke access to any report unlocked by the disputed payment and revoke or claw back any report credits that payment granted, both while the dispute is pending and after it resolves against us. If a chargeback is decided against us, the associated access and credits remain revoked. For a Firm Account, report credits are pooled and payments are made by the Account owner; a chargeback or payment dispute initiated on the Account owner’s payment may result in revocation or claw-back of access and credits from the Firm’s shared pool, which can affect every Authorized User of the Firm Account, not only the person who initiated the dispute.
8. Refund policy
Single reports. If a report is materially defective due to a verifiable software error (e.g., a calculation producing a figure inconsistent with the underlying BLS data), you may request a refund within 30 days of purchase. Refunds are not available because you disagree with the figure, provided inaccurate inputs, or the report did not produce the outcome you expected.
Annual subscriptions. The Account owner may cancel at any time. For a Firm Account, only the Account owner can cancel the subscription or request a refund; an Administrator’s and a Member’s Billing page is read-only (see Sections 7 and 19). We do not provide prorated refunds for unused subscription time. You retain access through the end of the current billing period.
Report credits and report packs. Add-on report credits and report packs are sold as one-time purchases, not subscriptions. Once a report has been calculated using a credit, that credit is non-refundable. Unused credits or packs may be refunded within 30 days of purchase, at our discretion, only where a verifiable billing or software error occurred. Canceling a subscription does not refund separately purchased report credits or packs.
Draft auto-finalization. A paid report starts as a draft and stays editable while you work on it. If a draft is not manually finalized before the deadline shown in the product, it is automatically finalized: a PDF is generated from the draft’s latest saved state, and the report is locked the same as if you had finalized it yourself. The credit for that report remains non-refundable after auto-finalization, on the same terms as a manually finalized report.
Upgrade charges. If WageProof fully refunds an upgrade charge, the upgrade is reversed: your prior plan and its remaining reports are restored, and your plan continues to renew on your original renewal date at the prior plan’s price. Separately purchased add-on credits and report packs are unaffected.
To request a refund, contact us at the email in Section 20.
9. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAGEPROOF SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
- Loss of profits, revenue, data, or business opportunities
- Additional tax liability, penalties, interest, or reclassification of distributions as wages resulting from an IRS audit, Tax Court proceeding, or any tax enforcement action
- Costs of hiring professionals to defend or remedy a tax position informed by a report from this Service
- Damages from errors, inaccuracies, or omissions in wage data, calculations, or report content
- Damages from your reliance on any report, calculation, or information provided by the Service
THIS LIMITATION APPLIES WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE REPORT(S) GIVING RISE TO THE CLAIM (OR, IF GREATER, THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM) OR (B) ONE HUNDRED U.S. DOLLARS ($100).
FOR A FIRM ACCOUNT, “THE AMOUNT YOU PAID US” MEANS THE AGGREGATE AMOUNTS PAID TO US THROUGH THAT FIRM ACCOUNT BY ITS ACCOUNT OWNER, AND OUR TOTAL AGGREGATE LIABILITY TO THE FIRM AND ALL OF ITS AUTHORIZED USERS, COMBINED, FOR ALL CLAIMS ARISING FROM OR RELATED TO THAT FIRM ACCOUNT SHALL NOT EXCEED THAT SINGLE CAP.
Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or gross negligence. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the limitations above apply to the fullest extent permitted by law.
10. Disclaimer of warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
We do not warrant that:
- The Service will be uninterrupted, error-free, or free of harmful components
- Reports will be accurate, complete, or suitable for any purpose including IRS compliance
- Compensation figures will be accepted by the IRS, any court, or any other authority
- The underlying BLS data is current, accurate, or complete
- Defects or errors will be corrected
You use the Service at your own risk. The entire risk as to results and performance is assumed by you.
11. Indemnification
You agree to indemnify, defend, and hold harmless WageProof and its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
- Your use of the Service
- Reports generated based on information you provided
- Compensation decisions made based on reports from the Service
- Tax positions taken, returns filed, or representations made to the IRS or any other authority using reports from the Service
- Your violation of these Terms
- Your violation of any applicable law or third-party rights
- Any third-party claim arising from your distribution of, reliance on, or representations about a report, including by your Clients
For a Firm Account, the Firm agrees to indemnify, defend, and hold harmless WageProof and the persons listed above on the same terms and for the same matters described above, arising from the use of the Firm Account by the Firm or any of its Authorized Users — including any Authorized User’s conduct, any Authorized User’s violation of these Terms or of applicable law or third-party rights, any breach of the representation in Section 19 about authority to share Client information, and any claim by one Authorized User against another arising out of the Firm Account. This obligation is in addition to, and does not limit, each Authorized User’s own obligations under this Section.
12. Termination
By you. You may stop using the Service at any time. The Account owner can cancel a paid subscription at any time from the Billing page in their account (which opens the Stripe customer portal), or by contacting us — cancellation is at least as easy as signing up. For a Firm Account, only the Account owner can cancel the subscription; an Administrator’s and a Member’s Billing page is read-only, and an Authorized User who wishes to leave a Firm Account should ask the Account owner or an Administrator to remove them, or contact us.
By us. We may suspend or terminate your access at any time if we reasonably believe you have violated these Terms, are using the Service fraudulently, or if required by law. For a Firm Account, depending on the nature of the violation, we may suspend or terminate the access of the individual Authorized User responsible, or of the entire Firm Account. We may also discontinue the Service entirely.
Effect. Upon termination, your right to use the Service ceases. We may retain or delete your data per our Privacy Policy. Reports already downloaded remain yours per Section 6. Where a report or client was created under a Firm Account, ownership on removal of an Authorized User or on termination is governed by Sections 6 and 19: the Firm retains the Firm Account’s reports and clients, and removal or termination of an individual Authorized User does not give that user a right to copy, export, or retain them.
Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 16, 17, 18, and 19 survive termination, together with any other provision that by its nature should survive and any obligations accrued before termination.
13. Modifications to the service
We reserve the right to modify, update, or discontinue any aspect of the Service at any time. This includes features, methodology, data sources, task catalog, pricing (with notice), and report format. We will make reasonable efforts to notify you of material changes. We do not guarantee that the Service will be available at any particular time; please download and retain your own copies of any reports you may need, as access may be interrupted or discontinued.
14. Changes to these terms
We may update these Terms from time to time, and we will update the “Last updated” date when we do.
A change that affects your rights or obligations — including the dispute-resolution provisions (Section 15), the limitation of liability (Section 9), indemnification (Section 11), fees, or seat limits — is published as a new version of these Terms, and you will be asked to confirm your agreement by clicking “I agree” the next time you sign in, before you can continue using the Service; continuing to use the Service without clicking does not constitute acceptance. Until you accept, you can still reach your Billing page to review or cancel your subscription. Where an account is a Firm Account, each Authorized User is asked to confirm for themselves at their own next sign-in; the Account owner’s acceptance binds the Firm but is not acceptance on behalf of any other Authorized User.
Clarifications, updated disclosures, and other changes that do not affect your rights or obligations take effect when posted and move the “Last updated” date without a new version.
Changes apply prospectively only and do not apply to any dispute that arose before their effective date. We will not apply a changed arbitration provision (Section 15) to you based solely on your continued use.
If you disagree with a change, do not click “I agree” — you may cancel from the Billing page or by contacting us.
15. Governing law and dispute resolution
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND WAGEPROOF TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WAIVES CLASS ACTIONS, AND GIVES YOU 30 DAYS TO OPT OUT.
Governing law. These Terms are governed by the laws of the State of California, without regard to conflict of law principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Section.
Talk to us first. Before starting an arbitration or a lawsuit, the party raising the dispute will send the other a written description of the dispute and the relief sought — you by emailing help@wageproof.com, we by emailing the address on your account — and both parties will try in good faith to resolve it for 30 days.
Binding arbitration. If the dispute is not resolved within 30 days, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including its formation, interpretation, or enforceability, shall be resolved exclusively by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect (and, where they apply, the JAMS consumer minimum standards), except as this Section provides otherwise. The arbitration will be held in San Francisco County, California, or by video conference or on written submissions where the rules allow; if you are an individual consumer, you may instead have it held in the county where you live. Fees are allocated under the JAMS rules; if you are an individual consumer, your share of the JAMS filing and arbitrator fees is limited as provided in the JAMS consumer minimum standards (currently $250), and we pay the rest. Judgment on the award may be entered in any court of competent jurisdiction.
Who decides what. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, including whether a claim is subject to arbitration. Only a court may decide whether the class-action waiver below is enforceable, and only a court may decide whether a claim for public injunctive relief must be heard in court.
Small claims. Either party may instead bring an individual claim in small-claims court in San Francisco County, California, or in the county where you live, as long as the claim stays in that court and is brought only on an individual basis.
Class-action waiver. You and WageProof agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, coordinated, mass, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of class or representative proceeding. This waiver does not apply to a claim for public injunctive relief where California law requires that such relief remain available; any such claim will be severed and decided by a court, and it proceeds in court at the same time as the parties’ individual claims proceed in arbitration, not after them. If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request (and only that one) will be severed and heard in court, and the rest will be arbitrated.
Coordinated filings. If 25 or more demands for arbitration raising similar claims are filed against WageProof by the same or coordinated counsel within 90 days, the parties agree that the JAMS Mass Arbitration Procedures and Guidelines then in effect apply to those demands and that they will be administered in sequential batches: a first batch of up to 10 demands proceeds; the remaining demands are stayed, and any applicable statute of limitations is tolled, until that batch is resolved; the parties then mediate globally in good faith before the next batch proceeds. Arbitrators are appointed, and discovery and any appeal rights are governed, under the applicable JAMS rules. The outcome of one batch does not bind any claimant in another.
Your 30-day opt-out. You may opt out of this arbitration agreement by emailing help@wageproof.com with the subject “Arbitration opt-out”, your name, and the email address on your account, within 30 days after you first accept these Terms (or, if you accepted an earlier version, within 30 days after you first accept a version that contains this opt-out right). Opting out does not affect any other provision of these Terms.
Courts. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights. For any other matter that proceeds in court under this Section, you and WageProof consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California. If any part of this Section other than the class-action waiver is found unenforceable, the rest remains in effect.
Firm accounts. Each Authorized User of a Firm Account, and the Firm itself, agrees to this Section individually; a dispute involving a Firm Account is resolved between WageProof and the specific party bringing it, and nothing here makes WageProof a party to, or requires WageProof to arbitrate, a dispute solely among a Firm’s own Authorized Users.
16. Privacy
Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your information. The Service uses third-party providers for authentication (Clerk), payments (Stripe), hosting (Vercel), and database (Neon), each with their own privacy policies.
17. Referral and affiliate program
We may offer a referral or affiliate program that lets eligible participants earn rewards for referring new customers to the Service. We are not obligated to offer such a program or to admit any person to it.
Separate agreement. Participation as an affiliate or referral partner is governed by a separate Affiliate Agreement (or Referral Program Terms), which you must accept to participate. If that agreement conflicts with these Terms, the Affiliate Agreement controls with respect to program participation.
Changes to the program. We may change, suspend, or discontinue the referral or affiliate program — including reward amounts, eligibility, attribution windows, and payout terms — and we may remove any participant, as described in the Affiliate Agreement. Material changes to the Affiliate Agreement are made in accordance with that agreement’s modification provisions.
No fraud or self-referral. Affiliates may not refer themselves, create accounts to generate referrals to themselves, use deceptive or misleading advertising, bid on our trademarks, spam, or otherwise manipulate or abuse the program. We may withhold or revoke any reward, and terminate participation, for referrals we determine in good faith to be fraudulent, self-dealing, or in violation of these Terms or the Affiliate Agreement.
No cash value to referred customers. Any referral reward is payable only to the eligible referring affiliate under the Affiliate Agreement. Referral rewards have no cash value to the referred customer, are not a discount on the Service unless we expressly say so, and are not redeemable for cash by the referred customer.
Governing law. Participation in the referral or affiliate program, and the Affiliate Agreement, are governed by the laws of the State of California, consistent with Section 15 of these Terms, including its dispute-resolution and class-action-waiver provisions.
18. Miscellaneous
Entire agreement. These Terms and the Privacy Policy, together with the Affiliate Agreement for anyone enrolled in the affiliate program (Section 17), constitute the entire agreement between you and WageProof regarding the Service.
Severability. If any provision is held invalid, the remaining provisions continue in full force.
Waiver. Failure to enforce any provision does not constitute a waiver.
Assignment. You may not assign your rights without our consent. We may assign ours without restriction.
Force majeure. We are not liable for delays due to causes beyond our reasonable control.
No third-party beneficiaries. These Terms are for the benefit of you and WageProof only and do not create any rights in any third party, including any Client on whose behalf you use the Service. For clarity, the Account owner, each Administrator, and each Member of a Firm Account are each a direct party to these Terms through their own acceptance and are not third-party beneficiaries; a Client remains a third party with no rights under these Terms.
Notices. We may give you notice by email to your account address or through the Service; such notice is effective when sent. You are responsible for keeping your account email current. For a Firm Account, we may give notice to an Authorized User at that user’s own account email address; a notice that concerns the Firm’s subscription or billing may be given to the Account owner, and a notice that concerns these Terms is given to each Authorized User as described in Section 14. You may send us notices at help@wageproof.com.
Export and sanctions. The Service is intended for use in the United States. You represent that you are not located in, and will not use the Service from, a country or territory subject to comprehensive U.S. sanctions, and that you are not a person with whom U.S. persons are prohibited from dealing (such as a denied or sanctioned party).
19. Firm accounts and authorized users
This Section applies only to accounts operated as Firm Accounts. If you use a single-seat account, it does not change your rights or obligations.
What a Firm Account is. A “Firm Account” lets more than one person at a single tax-preparation business (the “Firm”) work under one account, sharing one client roster, one set of reports and questionnaires, one pool of report credits, and one branding configuration. Each person authorized to use the Firm Account is an “Authorized User.” Every Authorized User signs in with their own separate login and accepts these Terms for themselves; sharing a single login among several people is not permitted (see Section 5).
A “Firm Account” and the “Firm” plan are different things. A Firm Account is a way of operating an account. The “Firm plan” is a price tier in Section 7. Firm Accounts are available on the Professional plan (up to 10 seats) and on the Firm plan (unlimited seats); the Starter and Single Report plans are single-seat. A Firm Account does not require, and is not limited to, the Firm plan.
The Firm is our customer. The Firm, acting through its Account owner, is the party that subscribes to and pays for the Service and is bound by these Terms with respect to the Firm Account. By setting up or administering a Firm Account, the person doing so represents that they are authorized to bind the Firm to these Terms. The Firm is responsible for all use of the Firm Account by each of its Authorized Users, and for each Authorized User’s compliance with these Terms, as if that use and compliance were the Firm’s own. Each Authorized User is also individually responsible for their own use of the Firm Account and their own compliance with these Terms.
Roles. A Firm Account has exactly one Account owner. The Account owner holds billing authority — the plan, the payment method, cancellation, and refund requests — and can also do everything an Administrator can do. Administrators manage the team (inviting people, changing roles, and removing Authorized Users) and the Firm’s name and branding, but have no billing authority; a Firm Account may have more than one Administrator. Members do client, questionnaire, and report work only. An Administrator’s and a Member’s Billing page is read-only.
Transferring ownership. The Account owner can transfer ownership of the Firm Account to another Authorized User from the team page in the product. On transfer, the new Account owner takes over billing for the Firm Account — the same plan, the same credits, and the same invoice history, with no interruption — and is responsible for renewals from that point forward. The outgoing Account owner remains on the Firm Account as an Administrator and loses access to the Firm’s billing. The Firm’s payment method belongs to the Firm and does not change on transfer: it stays on file and continues to be charged at each renewal until the Account owner replaces it.
Invitations. To add an Authorized User, the Account owner or an Administrator submits the invitee’s email address and chooses the role the invitation carries, and we send an invitation email to that address at their request. That email is a transactional message sent on the Firm’s behalf, not a marketing message. An invitation expires 14 days after it is sent and can be revoked before it is accepted. An invitation cannot be accepted by someone who already has a WageProof account — the invitee creates a new login to join the Firm Account, and anyone who already has an account should contact us. We handle a prospective Authorized User’s email address as described in our Privacy Policy.
Seat limits and plans. Each plan includes a maximum number of seats, and the Account owner counts toward it. The current limits are stated in Section 7 (Payment terms). You may choose any plan, even one with fewer seats than your Firm Account has Authorized Users. If you do, or if your plan ends, everyone already in your Firm Account keeps access, but no new Authorized User can be added until your Authorized Users fit within your plan’s seats.
Everyone on a Firm Account sees the Firm’s data. Within a Firm Account, every current Authorized User can see all of the Firm Account’s clients, reports, and questionnaires, including client names, contact information, and the tax and business information used to generate reports. Membership in the Firm Account is the only access control the Service provides — there is no per-Client visibility setting — so the Firm is solely responsible for deciding who should be an Authorized User and for limiting membership accordingly.
Authority to share Client information. By using a Firm Account, and by inviting or maintaining any Authorized User, the Firm and its Account owner represent and warrant that they have obtained all consents, authorizations, and other rights necessary — under Internal Revenue Code Section 7216 and its regulations (Treas. Reg. § 301.7216), applicable professional-conduct rules (including the AICPA Code of Professional Conduct, ET § 1.700, and any applicable state board rules), and applicable privacy law — to enter each Client’s information into the Service and to make it visible to, and usable by, the Firm’s other Authorized Users. WageProof does not determine, and takes no position on, whether any particular configuration of firm-wide visibility satisfies any consent requirement or exception under Section 7216, professional-conduct rules, or privacy law, and takes no position on whether WageProof’s own role constitutes that of a “tax return preparer” under Section 7216. This Section is not legal advice; you should consult your own counsel or state board about your specific obligations.
Work created in a Firm Account belongs to the Firm. Clients, reports, questionnaires, and other work product created under a Firm Account belong to the Firm, not to the individual Authorized User who created them. The Account owner or any Administrator may remove any Authorized User at any time (no one can remove the Account owner, and no one can remove themselves). On removal, that person loses access to the Firm Account and their WageProof login is closed, and the Firm keeps their clients and reports; the removed person has no right, by reason of having created or worked on them, to copy, export, retain, or continue to access them. A removed person can later be invited again as a new Authorized User. The Firm’s record of membership changes — who invited whom, who joined, role changes, ownership transfers, and removals — is the Firm’s business record and remains with the Firm.
Disputes inside a Firm. WageProof is not a party to, and takes no position on, any dispute solely among a Firm’s Authorized Users, including any dispute about ownership of, access to, or responsibility for the Firm’s clients, reports, or other work product. Those are matters for the Firm to resolve internally. See also Section 15.
How this Section interacts with the rest of these Terms. For a Firm Account, references in these Terms to “you,” “your account,” and “all activity under your account” include the Firm and each of its Authorized Users as the context requires; the limitation of liability in Section 9 applies as a single combined cap for the Firm and all of its Authorized Users, measured by the amounts the Firm paid us; the indemnification obligation in Section 11 runs from the Firm for the conduct of all of its Authorized Users; and termination under Section 12 may apply to an individual Authorized User or to the entire Firm Account. If anything in this Section conflicts with another provision of these Terms with respect to a Firm Account, this Section controls for the Firm Account.
20. Contact information
Questions about these Terms? Contact us:
WageProof
Email: help@wageproof.com
2261 Market Street STE 74120, San Francisco, CA 94114
Web: www.wageproof.com