Propono – Tax Resolution Services

Terms and Conditions (“Terms”)

Updated: January 18, 2024

Thank you for choosing Propono to resolve your tax issue(s).

These Terms and Conditions (“Terms”) govern your use of Propono Tax Resolution Services (the “Services”) offered by Propono Inc. (“Propono” or “we”). These Terms are a legal agreement between you and either Propono. By accessing or using the Services, you agree to these Terms. You do not have the right to access and use the Services if you do not agree to these Terms.

Propono offers professional tax representation services to resolve client tax issues with the Internal Revenue Service (“IRS”) and state taxing authorities.  Specific outcomes are based on each client’s facts and circumstances, and IRS and state taxing agency rules and regulations.  As such, we do not guarantee any particular result with the IRS or any state agency, nor do we guarantee obtaining any result within any particular period of time.

We reserve the right to limit, restrict, or prohibit the provision of the Services to any person or any location.

1. No Legal Advice. You acknowledge that Propono and its licensors and/or affiliates are not licensed to and do not practice law nor are they providing or rendering any such legal services to you with regard to the Services. You acknowledge and agree that your use of the Services is not a substitute for the advice of an attorney. You acknowledge that we will act as your representative before the IRS and/or a state taxing authority.
2. Your Right to Use the Services.
   1. Your Permitted Use. Propono grants you a non-exclusive, non-transferrable, non-sublicensable, and limited license to access and use the Services for your own personal purposes, subject to these Terms and payment of all applicable fees.
   2. Modification or Termination of Service. Propono reserves the right to modify or change the Services at any time, without notice, and for any reason; or cancel or terminate the Services if we believe you have or may violate these Terms. We will not be liable to you or to any third party for any modification or discontinuation of the Services.
3. Your Account.
   1. Creating Your Account. You may be required to register and create an account with us to access certain features of the Services, including but not limited to electronically signing and reviewing documentation in connection with the Services. By creating an account, you consent to receive e-mail correspondence from Propono regarding your account or your use of the account.
   2. Account Security. You are responsible for securely managing your username and password for your account and you must contact us if you become aware of any actual or possible unauthorized access to your account. Your account may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
4. Privacy. Propono’s Privacy Policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Propono may use any information collected in connection with your use of the Services in accordance with our Privacy Policy.
5. Intellectual Property. The Services, and any modifications, copyrights and patents associated therewith, and the trade secrets, trademarks, tradenames, logos, designs and slogans and other intellectual property rights pertaining to any aspect of the Services of Propono are the exclusive property of Propono. By using the Services, you neither acquire nor are granted any right, title or interest in or to or any derivative work or component thereof. The Services may contain content owned or licensed by third parties and all restrictions set forth in these Terms equally apply to all such content. You may not use any Propono logos or images without the prior written permission of Propono in each instance. All other names, logos, product and service names, designs and slogans contained within the Services are the trademarks of their respective owners.
6. Propono Tax Resolution Services. The Services may include determination of your tax issue(s), consultation/work on appropriate option(s) to resolve the issue(s), and representation before the IRS and/or state taxing authority (collectively referred to as “Agency” in this section) to obtain an agreement that resolves your issue(s). The services consist of these phases:

1. Free initial consultation phase:  in the initial free consultation, a Propono Tax Resolution representative will interact with you to understand your tax issue(s).  The representative will seek to understand whether you have an addressable tax issue(s)in unfiled returns, audits, under reporter inquiries, unpaid balances owed, penalties, business and payroll compliance, and other IRS post-filing enforcement and compliance areas.  If the consultation concludes that you have an addressable tax issue that can benefit from Propono Tax Resolution assistance, the representative will proceed to the next phase.  If the issue(s) are related to IRS-related problems, the representative will proceed to the Discovery Phase.  If the issue is related to a state only compliance issue, the representative may proceed directly to the Resolution Phase.
2. Tax Resolution Analysis (the “Discovery Phase”). In the Discovery Phase, the Propono tax resolution team researches your IRS account. This includes obtaining your IRS records and discussing your situation with IRS representatives. You will be required to execute an IRS disclosure authorization for us to contact the IRS.  Once we receive IRS authorization Form 8821 and your service agreement from you, we will complete a review of your tax compliance history with the IRS.  A report will be provided, showing an analysis of your IRS situation and records including, but not limited to:  your status with the IRS, any tax issue(s) you may have, and your compliance status with filing and payment of taxes.  The report also includes information on IRS compliance issues, such as IRS examination, notices, and collection issues, as well as an evaluation on potential qualification for administrative waiver penalty relief from the IRS.  This offering is limited to Federal/IRS compliance review only and subject to availability from the IRS.  We do not warrant or guarantee the accuracy of IRS records or information provided for this analysis.  You will have access to the Report in your account.  At the end of the Discovery Phase, a tax consultant will provide you with (1) IRS Report which will outline your tax issue(s), (2) an overview of IRS enforcement status, deadlines, and records analysis and, (3) a Tax Resolution Plan, if your tax situation requires one.  The Tax Resolution Plan will outline tax resolution plan options and actions needed to resolve your tax issue(s).  Included in the Plan is: (1) a list of any additional Services, including preparing any back tax returns that may need to be filed; (2) the costs associated with the Services, if you chose to continue with Propono; and (3) an estimate of how long your situation will take to be resolved with the IRS. No additional services may be needed after the Discovery Phase.  But if additional services are needed at the end of the Discovery Phase to resolve your issue(s), you can engage us for the additional services through your tax consultant. We do not offer Discovery Services for state tax issues.
3. Issue(s) Resolution with the Agency phase:  If you engage Propono for additional services, you will be required to execute a Power of Attorney authorization for one or more of Propono’s tax professionals (or a Franchisee’s tax professional) to represent you before the Agency.  Once you have completed the authorization and any other documents that may be required, you will be assigned to a resolution team to represent you before the Agency. During the Resolution phase, you must provide required information to the resolution team in the prescribed timeframe.
4. Tax return completion and filing. As part of these Services, you may be required to file current and back tax returns.  If tax return filing is required, your resolution team will ask for specific personal information needed to prepare your tax return. You can upload tax documents, as well as any additional documents needed, to your account through the Services portal or provide documents directly to the resolution team. Once your resolution team has all the necessary documents and information, it will work to complete your tax return(s).  It is important for you to be responsive to your resolution team to ensure your tax return is completed in a timely matter.
5. Limitation. We are not responsible for providing the Services if you fail to fully comply with any of your Duties listed in Section 7 below.
6. Existing Propono clients. Additional coverage against IRS audits and penalties may be available for clients.

1. Your Duties.
   1. Basic Requirements. To use the Services, you must (1) be eighteen (18) years or older; (2) properly execute an IRS or state disclosure authorization (i.e. IRS Form 2848 and/or Form 8821, and/or state equivalent); (3) timely provide information as requested from the resolution team (4) file all required tax returns as required by law; and (5) be current in any other tax filings, such as making quarterly estimated tax payments and/or having sufficient withholding.
   2. Provide Accurate Information. The Services are subject to your promptly providing us, the IRS, and/or any state agency with all the information, documentation, and any other materials necessary to perform the Services, which must be true, correct, and complete. Such information may include, without limitation, your name, address, telephone number, email address, Social Security number, income, expenses, assets, liabilities, and other personal and business information related to your tax issue(s). We may also require proof of your identity, including, but not limited to, a copy of your government issued photo identification. By using our Services, you represent and warrant that the information you provide to us (“Your Information”) is true and accurate to the best of your knowledge. You agree not to submit false information when using the Services. You understand that in providing the Services we will rely on the accuracy, correctness and timeliness of Your Information, and we do not and will not independently verify such information. However, we may ask you for further clarification about Your Information and expect you to provide that clarification promptly and candidly in order to provide the Services to you. If we are unable to obtain the required personal information from you, these Services may be unavailable or limited. We assume no responsibility for adverse consequences due to your failure to provide us with accurate information in a timely fashion, including, but not limited to, a failure to meet any federal or state filing deadlines.
   3. Payment. Your use of the Services is conditioned upon paying the applicable fee(s) for the Services to Propono per the agreed upon payment terms. If payment(s) is not made as scheduled, we may discontinue services to the extent allowed by applicable law. You agree that payment for use of these Services may be made through a valid credit or debit card. Because Propono uses a third-party payment processor, such payments will be governed by the third-party payment processor’s terms of use and privacy policy.
2. Propono Progress Promise: Once we receive a valid executed IRS Form 8821 and service agreement, Propono We will contact the IRS to obtain your IRS records within one business day. Subject to IRS availability and normal business operations, Propono will make best efforts to deliver to you the IRS Check within one business day from the time we receive and your valid authorization and agreements to contact the IRS and the IRS accepts your authorization.
3. Tax Payment. YOU HAVE THE OBLIGATION TO PAY ALL YOUR TAX LIABILITIES FOR CURRENT AND FUTURE TAX YEARS, INCLUDING PAYMENT OF THE WITHHOLDING TAX AND QUARTERLY ESTIMATED TAX PAYMENTS, AND TO COMPLY WITH ALL FILING REQUIREMENTS DURING AND SUBSEQUENT TO THE COMMENCEMENT OF THIS SERVICE.
4. DISCLAIMER OF WARRANTIES
   1. GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROPONO, PROPONO AFFILIATES, AND FRANCHISEES (COLLECTIVELY, THE “RELEASED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES.
   2. DISCLAIMER OF IMPLIED WARRANTY. WITHOUT LIMITING THE PRECEDING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM YOUR LICENSE AND USE OF THE SERVICES. SOME STATES, INCLUDING NEW JERSEY, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED IF YOU LIVE IN ONE OF THESE STATES, THE ABOVE LIMITATIONS DO NOT APPLY TO YOU AND IN SUCH CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE YOU FIRST ACCESSED, USED OR ACQUIRED THE PRODUCTS AND SERVICES.
   3. DISCLAIMER OF EXPRESS WARRANTY. OTHER THAN EXPRESSLY PROVIDED IN THESE TERMS, THE RELEASED PARTIES DO NOT WARRANT OR PROMISE THAT THE SERVICES WILL IDENTIFY THE APPROPRIATE TAX DOCUMENTS FOR YOUR NEEDS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SERVICES ARE FREE FROM BUGS OR ERRORS. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, THE RELEASED PARTIES MAKE NO OTHER PROMISES ABOUT THE PERFORMANCE, ACCURACY, OR RELIABILITY OF THE SERVICES OR THEIR ABILITY TO MEET YOUR REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR CORRECTLY PROVIDING YOUR INFORMATION AND FOR VERIFYING ALL OUTPUTS RESULTING FROM YOUR USE OF THE SERVICES. OTHER THAN EXPRESSLY PROVIDED IN THESE TERMS, THE RELEASED PARTIES DO NOT WARRANT ANY PARTICULAR RESULTS THAT YOU MAY OBTAIN IN USING THE SERVICES.
5. LIMITATION OF LIABILITY.
   1. EXCLUSIVE REMEDY. EXCEPT AS EXPRESSLY PERMITTED BY SECTION 8, YOUR EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF THE RELEASED PARTIES WITH RESPECT TO YOUR USE OF THE SERVICES WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO PROPONO FOR THE SERVICES. IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE TO YOU, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, FOR ANY TAX LIABILITIES OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST DATA, LOST PROFITS OR BUSINESS, LOSS OF USE, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
   2. NO ADDITIONAL LIABILITY. YOU AGREE THAT THE RELEASED PARTIES WILL NOT AT ANY TIME HAVE ANY ADDITIONAL LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR INJURY THAT YOU OR ANY OTHER PERSON MAY HAVE AS A RESULT OF: (1) YOUR USE OF, OR INABILITY TO USE, THE SERVICES; (2) YOUR USE OF ANY DOCUMENTS GENERATED BY THE SERVICES; (3) YOUR RETENTION OF, OR YOUR FAILURE TO CONSULT OR RETAIN, AN ATTORNEY OR OTHER COMPETENT PROFESSIONAL WITH RESPECT TO ANY CONTRACT, DOCUMENT, OR LEGAL MATTER; (4) DATA OR OVERAGE CHARGES FOR USING THE SERVICES; OR (5) ANY FEES, COSTS, OR EXPENSES ARISING OUT OF TROUBLESHOOTING OR TECHNICAL SUPPORT FOR THE
   3. SOME STATES EXCLUDED. SOME STATES, INCLUDING NEW JERSEY, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL IF YOU LIVE IN ONE OF THESE STATES, THE ABOVE LIMITATION OR EXCLUSION DOES NOT APPLY TO YOU.
6. You agree to indemnify, defend, and hold harmless the Released Parties from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees, and costs, arising out of or in any way connected with these Terms or your use of the Services. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
7. Termination. Without prejudice to any other rights, we may immediately terminate your use of the Services if you fail to comply with these. Upon such termination, you must immediately stop use and access to the Services. All provisions of these Terms that are intended to survive or that must survive in order to give effect to its meaning will survive the termination or expiration of these Terms.
8. Miscellaneous Clauses
   1. Security. The protection of your financial and personal information is one of our most important responsibilities. The computer systems that we use employ a layered defense strategy of established technologies to protect your information, which include: computer anti-virus protection to detect and prevent viruses; firewalls to block unauthorized access by individuals or networks; intrusion detection to monitor systems to block and alert it to unauthorized access; secure transmissions technologies to protect your information; authentication technologies to validate your identity; and data integrity technologies to inspect the information you send to us to detect if the message was tampered with during transfer. In addition to these internet security features, the computer systems we employ use many other security safeguards designed to protect your information including physical, procedural, and logical protections. You are the only person authorized to use your account for the Services. You are responsible for use of the Services. For security purposes, we will not provide tax return information if forgotten, erased or damaged due to system failure. You should print all documents created, including any copies of your tax returns provided with these services, for your future use.
   2. Data Storage. Information provided by you is stored on secure servers. The Services operate under very strict security protocols designed to protect your information. Extensive backup systems are designed to protect against data loss. Storing information on the secure servers enables tax information to be properly transferred to next year’s tax return. This process allows you to conveniently maintain and locate tax information next tax year. By using this system to prepare and submit your tax return, you authorize the disclosure to the IRS and state taxing authorities of all information pertaining to your use of this system, including your IP address and e-mail address.
   3. Record Retention. Upon conclusion of the engagement, or any time prior, you may request the return of your records. We will retain all of the documents you provide to us and ultimately destroy them in accordance with our record retention policy.
   4. Information Disclosure. We collect nonpublic personal information you have provided, such as your name, address, social security number and various income/deductions as calculated within the Services. Once you have accepted these Terms, we will use the information as necessary to resolve your tax situation, for the payment of any necessary fees, and to provide you information via e-mail about your status and other issues that directly affect your tax situation. This information may include, for example, name, address, and other nonpublic personal information such as checking, debit and credit account information, balances, payment history, income, assets, social security number, and data regarding information, as well as system information and configuration, account number and demographic information about your tax situation. We may also use your e-mail address to contact you outside of the scope of the Services. All such use is subject to applicable laws and regulations. We do not sell any nonpublic personal information to third parties.
   5. Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS WILL BE GOVERNED BY NEW JERSEY LAW, EXCLUDING NEW JERSEY CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW JERSEY (USA). YOU CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
   6. Changes to These Terms. We may revise and update these Terms from time to time at our sole discretion. If this occurs, we will provide notice to you via any means we consider reasonable including, without limitation, e-mail or posting on our website. After we provide notice, continued use of the Services constitutes your acceptance of the Terms as amended.
   7. Third Party Beneficiaries and Assignment. Propono’s licensors, suppliers, franchisees, and affiliates are considered to and shall be third party beneficiaries of these Terms solely to the extent necessary for them to enforce any protections afforded them by these Terms. All rights and benefits of these Terms are intended solely for the original user/purchaser of the Services. You may not assign, delegate, or otherwise transfer these Terms or any of your rights under these Terms. Propono may assign these Terms in its sole discretion and will use reasonable efforts to notify you of such assignment. The remedies and all other rights and benefits provided under these Terms are personal to the original purchaser of the Services from Propono and such rights and benefits must not be assigned or otherwise transferred to any other party. This Agreement inures to the benefit of Propono and its respective permitted successors and assigns.
   8. No Waiver. Failure to enforce any provision of these Terms will not constitute a waiver.
   9. If any provision of these Terms is found to be unlawful, void, or unenforceable, the rest of the Terms will remain in effect.
   10. Except as otherwise indicated, any notices under these Terms must be personally delivered or sent to us by certified or registered mail, return receipt requested, or by U.S. Postal Service express mail, to 925 Main St, Ste B, Waterboro, ME 04061 Notices will be effective upon receipt that may be shown by confirmation of delivery.
   11. Force Majeure. Propono will not be liable for any inability to deliver or perform the Services to the extent caused by any event or condition beyond its reasonable control, including, but not limited to, natural disaster, act of war or terrorism, riot, pandemic, power outage, labor condition, governmental action, and or Internet disturbance.