privacy policy, terms of service & important disclosures

We guarantee a resolution of every case we accept as long as the client meets all of the below stated Client Responsibilities and abide by our Payment Terms specified in our Terms of Service. If we conclude that we are unable to resolve your tax liability, except for the Case Evaluation fee, we will refund all payments made to us. Should you decide to terminate our services for other reason(s), you understand we will retain any payments as a fee earned and no refunds will be given. 

Before we accept any case, we will complete a Case Evaluation, which includes a financial analysis of your situation. During the Case Evaluation process, unless you fail to accurately and fully disclose all financial information about your income, assets, equity, liabilities, expenses, and other financial information, both personal and business, if we determine you qualify for representation and later we determine you do not meet the qualification criteria of the Offer in Compromise or any other resolution program, we will refund your money and let you cancel the engagement with us – NO QUESTIONS ASKED!

However, if your financial situation changes, you do not disclose something to us, or once your proposal for an Offer in Compromise or other resolution plan has been submitted to the IRS or other taxing authority, we can’t guarantee those results. 

This guarantee applies to contracted resolution services and NOT the Case Evaluation, billable services, or contingency agreements such as, but not limited to, Examination (Audit), Offer in Compromise - Doubt as to Liability, Innocent or Injured Spouse claims, and Penalty Abatement. 

We cannot guarantee the release of levy or suspension of any other enforced collection action. 

Client Responsibilities

Client will accurately and fully disclose all financial information including income, assets, equity, liabilities, expenses, and other financial information for the purposes of the Case Evaluation. If trust fund resolution is included in the Representation Engagement Agreement, the client agrees to be fully cooperative in providing the necessary information to resolve the trust fund taxes.

Client will timely respond to all communications and will provide information and documents as requested within 7 business days or by the due date as stated in the request. See our Document Submission Guidelines.

Client will have an email address and regularly check for emailed communication from us, as well as keeping us informed of phone number or address changes. 

Compliance: Client shall have the responsibility of filing all missing or past due tax returns and stay current by making all payments and/or deposits, timely, including Estimated Tax Deposits on new and future tax liabilities as they become due throughout the resolution process. Client will make good faith deposits to the IRS if your Representative believes it is in your best interest to do so. 

Business Restructure: If the clean start/restructure is being pursued, client shall be responsible for paying all state filing fees for setting up the new business entity, and the fees associated with any required appraisals of company assets. 

If client fails to meet any of the above responsibilities, we reserve the right to revoke Power of Attorney, or charge additional fees for service.

If you receive a larger refund amount or must pay a smaller tax due amount using another tax preparation method, then The Gamblin Group, LLC will refund to you the applicable tax return preparation fee paid by you for the federal and/or state tax return. Claims must be submitted within sixty (60) days of the date you filed your tax return, but no later than December 15, of the following calendar year. All other fees are excluded, including electronic filing fees, Audit Defense Protection Plan, any professional review, tax advice, Refund Processing Service and/or technical support fees. This guarantee cannot be combined with the Satisfaction Guarantee.

To qualify, the larger refund or smaller tax due cannot be attributed to variations in data you provided for tax preparation or for positions taken by you or your preparer that are contrary to the law. If you received a larger refund amount or must pay a smaller tax due using another tax preparation method other than Software, you must notify The Gamblin Group, LLC within sixty (60) days of the date you filed your tax return (but no later than December 15, of the following year) by submitting a claim with the following documents (i) Maximum Refund Guarantee Claim Request, (ii) copy of your Software store sales receipt or shipment packing slip, (iii) copy of your proof of payment for another tax preparation method (if applicable), and (iv) copy of your Software tax data file, (v) copy of the printed return from Software and the other tax preparation method, and (vi) letter stating your refund or tax due amount using Software and your refund or tax due amount using another tax preparation method. Send the required documents to The Gamblin Group, LLC at its local office(s) or company headquarters. Please use a traceable mailing method and maintain copies of all submitted documents for your records. Claims of non-payment will require photocopy substantiation of all required documents. Please allow up to 6 weeks for processing and delivery. If after 8 weeks you have not received your check, contact us by email at executive@thegamblingroup.com

The Gamblin Group, LLC works to ensure the accuracy of the calculations on every form prepared using the Software. If you pay penalties and interest as a result of an error or omission by the Firm such as a misclassification of information on the tax return, and except for your failure to provide or fully disclose all required information accurately, willful or fraudulent omission or inclusion of information on your tax return, or failure to file an amended return to avoid or reduce an applicable penalty/interest after The Gamblin Group, LLC announced updates or corrections to the Software and/or the tax return in time for you to file an amended return, then The Gamblin Group, LLC will pay you in the amount of the IRS or state penalty and/or interest paid by you to the IRS or state limited to the initial penalty and up to interest for the first 30 days of assessment. The Accuracy Guarantee does not apply to tax forms completed in which the data is entered directly by you onto the form rather than through the use of the in-product Software interview guidance. You are responsible for paying any additional tax liability you may owe and providing any other information The Gamblin Group, LLC reasonably requests to validate your claim. 

If you believe such a calculation error occurred, you must notify The Gamblin Group, LLC as soon as you learn of the mistake (and in no event later than 30 days after the penalty or interest is assessed and within the applicable federal and/or state tax filing statute of limitation) by email at executive@thegamblingroup.com or by mail at The Gamblin Group, LLC either at its local office(s) or company headquarters. The Gamblin Group, LLC will then contact you to resolve the issue. To validate the claim, The Gamblin Group, LLC may require your tax data file (you must provide a copy to The Gamblin Group, LLC if you did not electronically file), a copy of the IRS/state notice, and any other documents to support the income, deduction or credit.

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.

If you are a U.S. customer:

You and The Gamblin Group, LLC agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a “Claim”) will be determined by binding arbitration, instead of in courts of general jurisdiction.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that you and The Gamblin Group, LLC are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your account.

If you elect to seek arbitration, you must first send to The Gamblin Group, LLC a written notice of your Claim ("Notice of Claim"). The Notice of Claim to The Gamblin Group, LLC should be sent in care of our registered agent at its registered office as recorded in the public register of the state of legal registration. The Notice of Claim should include both the mailing address and email address you would like The Gamblin Group, LLC to use to contact you. If The Gamblin Group, LLC elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by The Gamblin Group, LLC, must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought.

You and The Gamblin Group, LLC agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and The Gamblin Group, LLC therefore agree that, after a Notice of Claim is sent but before either you or The Gamblin Group, LLC commence arbitration against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if The Gamblin Group, LLC is represented by counsel, its counsel may participate in the conference as well, but The Gamblin Group, LLC agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or The Gamblin Group, LLC may commence an arbitration proceeding by filing a Demand for Arbitration. You agree that you may not commence any arbitration unless you and The Gamblin Group, LLC are unable to resolve the Claim within sixty (60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with The Gamblin Group, LLC during that time. In the event of any such dispute, the arbitration proceeding shall remain closed. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless The Gamblin Group, LLC and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Texas or the state of your residence and will be selected by the parties from the AAA’s National Roster of Arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a company representative of The Gamblin Group, LLC shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The Gamblin Group, LLC will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.

The arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or The Gamblin Group, LLC and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or The Gamblin Group, LLC prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent 

jurisdiction issues any public injunctive relief; it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but The Gamblin Group, LLC will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Dallas County, Texas. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and The Gamblin Group, LLC will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or The Gamblin Group, LLC, and you and The Gamblin Group, LLC waive any objection to such fee modification.

You and The Gamblin Group, LLC agree that each may bring Claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected arbitration, unless both you and The Gamblin Group, LLC agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If The Gamblin Group, LLC believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that The Gamblin Group, LLC may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Disputes Section shall be null and void. 

We accept the following methods of payment:

· Check, ACH (eCheck)*

· Debit or Credit Cardƚ

· Zelle: payments@thegamblingroup.com

· VENMO: @TheGamblinGroup 

· Cashier’s Check

· Money Order

· Cash

*All checks received for payment will be electronically drafted from bank account the same day of receipt. Checks and/or money orders for Service(s) must be made payable to “The Gamblin Group”. A $35 Returned Check or NSF fee applies to all returned Checks/ACH/eChecks for each instance of returned item. We may present returned Checks/ACH/eChecks for payment without prior notification or consent. Any returned payment must be paid immediately. 

ƚA 4% processing fee applies to all Debit & Credit card transactions of $100 or more. At our discretion, we may place a Funds Authorization Hold to secure payment. You agree not to dispute any debit/credit card transactions with the card issuer for Service(s) under these terms. Upon notification of a disputed charge, you will be charged the maximum fee allowed by law for costs incurred in relation to the disputed item. 

Payment for Service(s) is immediately due upon completion of such Service(s) unless otherwise stated in Engagement, Representation or Terms of Service Agreement or unless other arrangements are made prior to initiation of Service(s). Upon proper client notification of service completion which includes but not limited to phone and verbal communication as well as any electronic communication such as email, text (SMS), or fax; generally, payment for service will be drafted within 1 business day using payment method authorized and stored on file, however The Gamblin Group, LLC reserves the right to draft payment at its soonest opportunity or upon notification of outstanding balance or returned item.

Payment Plans and Payment Arrangements: All requests for payment plans or payment arrangements must be made prior to initiation of service. If your request for a Payment Plan or Payment Arrangement is Approved, payment may be drafted from the account provided on the agreed upon date(s) without prior notice or approval.

Late Fees: A late fee service charge of 15% (min $20) will be applied to all late or missed payments of invoices for services rendered and authorized charges for Payment Plans and Payment Arrangements. The Firm will permit a 7 day grace period from the invoice due date or schedule payment date, before applying the late fee service charge. The late fee service charge will be charged every 30 days, from the original due date until the invoice or scheduled payment until payment is received or other arrangement is approved.

No late fee service charge shall be applied to Payment Arrangements for Pre-payment or Advanced payments for services not yet rendered.

Debit/Credit Card Information Usage & Retention Policy: You acknowledge, understand and authorize under these Payment Terms, your payment method will be stored on file for future transactions on your account.  You authorize The Gamblin Group, LLC, to charge your debit or credit card or bank account for agreed upon Services and/or purchases. This authorization will remain on file until revoked or as such time as an alternate payment method is provided.

Payment Method must be on file before the start of any Service(s)or Engagement, including Tax Resolution Services, Tax Return Preparation, Business Solutions, Notary Services, or any other Service offered by The Gamblin Group, LLC.  Pre-paid debit cards are not acceptable as payment method to be placed on file for services. A valid bank linked debit card or credit card are required as valid payment method. Pre-paid cards may be used to make one-time  service payments.

· Some service engagements may require full payment or deposit prior to beginning service(s). Any balance due upon notification of completion of service is immediately due. 

· We make every attempt to accurately quote costs for service(s); other than for Tax Return Preparation, we will notify you of any foreseeable increase in service cost prior to completion. Should you choose to discontinue service(s), unless otherwise stated in the Engagement, Representation or Terms of Service Agreement, you will be entitled to a refund of any payments made minus the cost of any services performed.  

In the event of a reduction in service cost, we will issue a credit to your account or a refund to the payment method used to collect payment. At no time will a refund be issued while there are pending services(s) or open invoices on a client’s account.

Services may be suspended until such time as payment is made on all returned items and/or non-processable payments. 

Transfer Payments

Transfer Payments are offered as a convenience for payment of some client fees such as Offer in Compromise Application Fee, Down Payment and Final Payment of accepted Offers. 

1% handling fee, minimum $5, applies as well as our standard credit/debit card processing fee, if applicable. All other Payment Terms apply, including Returned Check and Late Fees. Additional fees may apply.

Limits of Liability: By choosing to use our Transfer Payment Service, you understand that neither the         Firm, its employees nor associates are responsible for late payment(s), including final payment of an accepted Offer. 

Fee from Refund

If eligible, you may request to have the tax return preparation fee deducted from your refund. In addition to our preparation fee, there are additional partner bank processing fees that will be deducted from your refund. If for any reason we are unable to collect the full preparation fee from your refund, for example, due to an offset, intercept or reduction of your refund, we will promptly process payment for the full or partial preparation fee remaining using the backup payment method provided.

If someone sues us because you used our Services unlawfully or didn’t follow our rules, you will be responsible for any harm to us.

You will indemnify and hold harmless The Gamblin Group, LLC Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. The Gamblin Group, LLC reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by The Gamblin Group, LLC in the defense of any claims.

Our liability is limited when it comes to issues you may encounter with our Services.

Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, The Gamblin Group, LLC won’t be responsible for any losses.

The total aggregate liability of The Gamblin Group, LLC and our third-party providers, licensors, distributors or suppliers (“The Gamblin Group, LLC Parties”) arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Software or Service(s) in the 12 months before the breach or (2) $100.

The Gamblin Group, LLC Parties won’t be responsible for the following:

• Loss of data, profits, revenues, business opportunities, goodwill or anticipated savings;
• Indirect, incidental, or consequential loss; or
• Punitive damages.

The above limitations apply even if The Gamblin Group, LLC Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.

If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations, and this Agreement doesn’t override those immunities.

Consent to Disclosure of Tax Return Information

Federal law requires this consent be provided to you. Unless authorized by law, The Gamblin Group, LLC (“we,” “us” and “our”) cannot disclose without your consent your tax return information to third parties for purposes other than the preparation and filing of your tax return. If you consent to the disclosure of your tax return information, Federal law may not protect your tax return information from further use of distribution.

You are not required to provide your consent. If we obtain your consent by conditioning our services on your consent your consent will not be valid. If you agree to the disclosure of your tax return information, your consent is valid for one year.

Disclosure 1: Tax preparer will disclose the personal information to software developer through software developer’s tax preparation software.

Disclosure 2: The Gamblin Group, LLC will disclose the personal information to its representatives in order to process your return.

Disclosure 3: The Gamblin Group, LLC will disclose the personal information to its representatives in order to determine if other products or services offered by The Gamblin, LLC or its affiliates would be of value to the taxpayer(s).

Purpose: The purpose of the disclosure is for software developer to transmit taxpayer’s return and allow The Gamblin Group, LLC to provide certain support and administrative assistance to the taxpayer.

Consent to Use of Tax Return Information

Federal law requires this consent be provided to you.  Unless authorized by law, The Gamblin Group, LLC (“we,” “us” and “our”) cannot disclose without your consent your tax return information to third parties for purposes other than the preparation and filing of your tax return.  

You are not required to consent.  If we obtain your consent by conditioning our services on your consent your consent will not be valid.  If you agree to the disclosure of your tax return information, your consent is valid for one year.

1. General information such as employer/taxpayer address, identification numbers, birth dates and names.  This information can be used for subsequent return preparation.  Use of prior year information can allow for faster and more accurate tax preparation.

2. Information may be used to provide information and recommendations about other products and/or services including investment products and/or services that may be of value to you.

3. Information may be used to provide you with mailings about other products or services we provide that may be of value to you.

Aggregate data will be retained for program analysis.  This data does not contain specific information about an individual, such as names and Social Security numbers.  It will contain a portion of the address (city, state and/or ZIP code); the type of return prepared (1040) and compiled information from the return such as amount of refund, EITC and other credits.

If you believe you tax return information has been disclosed or used improperly in a manner unauthorized by law or without your permission, you may contact the Treasury Inspector General for Tax Administration (TIGTA) by telephone at 1-800-366-4484, or by email at complaints@tigta.treas.gov.

*In accordance with Federal Law and Internal Revenue Code Section 7216, the term “Tax Preparer” shall mean the ERO of this electronically filed return even though it may have been prepared by someone other than the ERO.

Electronic Filing Services. If you choose to file your return electronically (eFile), your tax return will be forwarded to The Gamblin Group, LLC's eFile service provider, where the eFile Service Provider will transmit it to the applicable federal and/or state taxing authority. Additionally, the eFile Service Provider will store your protected tax return in accordance with federal and/or state laws. You are responsible for verifying the status of your return to confirm that it has been received and accepted by the applicable taxing authority and, if necessary, for filing it manually in the event that the taxing authority rejects your electronically filed return (e.g., if the taxpayer name and SSN don’t match).

The IRS requires eFile Service Provider to notify it, in connection with the electronic filing of your tax return, of the Internet Protocol ("IP") address of the computer from which the return originated and whether the email address of the person electronically filing the return has been collected. By using this electronic filing service to prepare and submit your tax return, you consent to the disclosure to the IRS and any other tax or revenue authority of all information relating to your use of the Electronic Filing Services.If you are filing one or more state tax returns, then by using a computer system and software to prepare and transmit return(s) electronically, you consent to the disclosure of all information pertaining to your use of the system and software to the states in which you are filing the returns, as applicable by law, and to the transmission of your tax return(s). 

These Payroll Service Terms (these “Payroll Terms”), together with The Gamblin Group, LLC Terms of Service Agreement available at www.thegamblingroup.com/privacy-policy (the “The Gamblin Group, LLC Terms”) (collectively, the “Payroll Agreement”), set forth the terms and conditions under which The Gamblin Group, LLC (“The Gamblin Group, LLC”), agrees to provide to User certain payroll services and other related services (the “Payroll Service”), which are provided through The Gamblin Group, LLC’s website, www.thegamblingroup.com.

These Payroll Terms are “Service Terms” under The Gamblin Group, LLC Terms. Capitalized terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in The Gamblin Group, LLC Terms. The Payroll Agreement is a legally binding agreement between User and The Gamblin Group, LLC. User is encouraged to read the Payroll Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these Payroll Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Payroll Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” (as defined in The Gamblin Group, LLC Terms) also refers to that business or individual. By (i) clicking the applicable button to indicate User’s Service Plan choice, (ii) clicking the applicable button to indicate User’s acceptance of the Payroll Agreement, or (iii) accessing or using the Payroll Service, User accepts the Payroll Agreement, and User agrees, effective as of the date of such action, to be bound by the Payroll Agreement.

1. These Payroll Terms Are Part of and Are Governed by The Gamblin Group, LLC Terms

The terms and conditions of The Gamblin Group, LLC Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in The Gamblin Group, LLC Terms shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these Payroll Terms conflict with the terms and conditions of The Gamblin Group, LLC Terms, the terms and conditions of these Payroll Terms shall control with respect to the provision of the Payroll Service.

THE GAMBLIN GROUP, LLC TERMS, AVAILABLE AT WWW.THEGAMBLINGROUP.COM/privacy-policy, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF THE GAMBLIN GROUP, LLC’S LIABILITY, THE GAMBLIN GROUP, LLC’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE PAYROLL AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. The Gamblin Group, LLC’s Provision of the Payroll Service Is Governed by the Payroll Agreement

Subject to the terms and conditions of the Payroll Agreement, The Gamblin Group, LLC agrees to use reasonable efforts to provide User with the Payroll Service in accordance with the Payroll Agreement.

3. Obligations Under The Gamblin Group, LLC Terms

In addition to the obligations specified in these Payroll Terms, User has certain obligations under The Gamblin Group, LLC Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) follow instructions that The Gamblin Group, LLC provides to User with respect to the Payroll Service; (iv) provide accurate, timely, and complete information required for The Gamblin Group, LLC to perform the Payroll Service and maintain the accuracy and completeness of such information; (v) notify The Gamblin Group, LLC of third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect The Gamblin Group, LLC’s ability to effectively provide the Payroll Service or which could increase the likelihood that a Claim is brought against User or The Gamblin Group, LLC in connection with the Payroll Service; and (vi) refrain from taking certain prohibited actions, as described in further detail in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services) and Section 13 (General Prohibitions) of The Gamblin Group, LLC Terms.

4. Payroll Service

Provided that User meets User’s payment obligations and complies with the terms of the Payroll Agreement, then as long as User is subscribed to the Payroll Service, The Gamblin Group, LLC will provide User with the Payroll Service for the purposes of (i) calculating payroll and its associated liabilities for User’s business; (ii) processing payroll and making related payroll payments; (iii) making certain payroll tax payments and payroll tax filings electronically; and (iv) if applicable, sending wage garnishments, such as child support payments, to applicable local, state, or federal agencies. In performing the Payroll Service, including for each of the foregoing purposes, The Gamblin Group, LLC will rely on the information furnished by User, User’s Account Administrators, or User’s Authorized Representatives, and The Gamblin Group, LLC is not responsible or liable for any errors resulting from such reliance, as further described in Section 20 (Limitation of Liability) of The Gamblin Group, LLC Terms. User may not use the Payroll Service on a professional basis for anyone other than User, unless User is actively participating in a The Gamblin Group, LLC accountant program, in which case User may use the Payroll Service in accordance with the terms of such program.

Depending on the type of Payroll Service User requests, User may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that The Gamblin Group, LLC provides to User, as required by law or as otherwise necessary to provide the Payroll Service.

Prior to User’s initial payroll processing date, User must submit the completed and executed documents The Gamblin Group, LLC requires for providing the Payroll Service, including User’s payroll and bank account information, any required federal, state, or local powers of attorney, and any additional information requested by The Gamblin Group, LLC. The Payroll Service provided will be based on and is dependent upon information provided to The Gamblin Group, LLC by User (including proof of federal, state, and local tax identification numbers). Failure to provide the required documents may adversely impact The Gamblin Group, LLC’s ability to perform the Payroll Service. User is also responsible for: (i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in the Payroll Service; (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; and (iii) cancelling any prior payroll service or services of professional employee organizations/employee leasing companies.

In performing the Payroll Service, User acknowledges and agrees that (i) The Gamblin Group, LLC is not acting in a fiduciary capacity for User and/or User’s business; (ii) using the Payroll Service does not relieve User of User’s obligations under local, state, or federal laws or regulations to retain records relating to User’s data contained in The Gamblin Group, LLC’s files; and (iii) any information that The Gamblin Group, LLC provides in connection with the Payroll Service is for informational purposes only and should not be construed by User as legal, tax, or accounting advice.

5. Payroll Account

An Account Administrator or Authorized Representative shall approve and submit the Payroll Information (as defined below), thereby authorizing The Gamblin Group, LLC to create and transmit credit or debit entries (the “Entries”) necessary to process User’s payroll and payroll tax transactions.

6. Payroll Information

The Gamblin Group, LLC will notify User via electronic communication or by other means when all information necessary to begin the Payroll Service has been received and the enrollment process for the Payroll Service has been completed. User shall then, prior to submitting User’s first payroll, review the Payroll Information for completeness and accuracy. For the purposes of the Payroll Agreement, “Payroll Information” shall mean any information provided to The Gamblin Group, LLC in connection with the Payroll Service, including but not limited to information provided by User, Account Administrators, Authorized Representatives, User’s employees, or User’s independent contractors, and all information posted in connection with the Payroll Service for User’s review on the Platform or otherwise requested for review by The Gamblin Group, LLC, such as the information used to calculate and pay employee payroll, track User’s defined employee benefits, pay payroll taxes to applicable taxing agencies (including User’s employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule), produce payroll tax returns and W-2 statements, and print checks on User’s Account (if applicable). User must correct or provide, respectively, any incorrect or missing Payroll Information, either through the Platform or by notifying The Gamblin Group, LLC in the manner specified in the applicable electronic communication received by User and within the time period specified therein. User is fully responsible for the accuracy of all information User provides, submits, and/or approves (whether provided directly or through User’s Account Administrators or Authorized Representatives), and User is solely responsible for any Claims, including but not limited to IRS penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times.

User agrees that by submitting each payroll (including the first payroll): (i) User approves all Payroll Information; (ii) User represents and warrants to The Gamblin Group, LLC that no Payroll Information submitted to The Gamblin Group, LLC will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable laws, rules, or regulations; (iii) User waives and releases any Claim against The Gamblin Group, LLC arising out of any errors or omissions in the Payroll Information which User has not corrected (whether directly or through User’s Account Administrators or Authorized Representatives) or has not requested The Gamblin Group, LLC to correct; and (iv) User acknowledges that any subsequent request for corrections will be considered special handling, and additional fees may be charged. Final responsibility for any audits or assessments rests with User. The Gamblin Group, LLC will not have any responsibility for verifying the accuracy of any data User provides via the Platform or via any other method.

User acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Payroll Information and Entries) communicated to The Gamblin Group, LLC by User, an Account Administrator, or an Authorized Representative (or anyone that The Gamblin Group, LLC reasonably believes to be User, an Account Administrator, or an Authorized Representative) will be deemed fully authorized by User, and User shall be fully responsible for the accuracy of such information and instructions, and any Claims, including but not limited to any IRS penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, The Gamblin Group, LLC may in its sole discretion refuse to accept or act upon any such instructions.

The Gamblin Group, LLC, its employees, and agents will only collect, use, and disclose data furnished by User or produced by The Gamblin Group, LLC under this Agreement in accordance with The Gamblin Group, LLC’s Privacy Policy.

7. Payroll Authorizations

The Gamblin Group, LLC will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by The Gamblin Group, LLC is either User, an Account Administrator, or an Authorized Representative. The Gamblin Group, LLC does not verify or review Payment Orders for the purpose of detecting any errors; it is User’s responsibility to verify the accuracy of Payment Orders. User will be bound by any Payment Order that is received by The Gamblin Group, LLC in compliance with this designated authorization procedure, and User shall indemnify and hold The Gamblin Group, LLC and the other Indemnified Parties harmless from and against any Claims arising from the execution of a Payment Order in good faith and in compliance with such procedures.

If a Payment Order describes the payee inconsistently by name and account number, (i) payment may be made on the basis of the account number even if User identifies a person different from the named payee; or (ii) The Gamblin Group, LLC may, in its sole discretion, refuse to accept or may return the Payment Order. If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a non-existent or unidentifiable person or account as the payee or the payee’s account, The Gamblin Group, LLC may, in its sole discretion, refuse to accept or may return the Payment Order.

8. Bank Account Debiting and Crediting

On or prior to User’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, User authorizes The Gamblin Group, LLC to initiate debit Entries to the Bank Account at the depository financial institution indicated by the routing number associated with the Bank Account that User provides to The Gamblin Group, LLC (the “Bank”), and to debit the Bank Account in such amounts as are necessary to (i) fund User’s direct deposits; (ii) pay any fees or charges associated with the Payroll Service, including, without limitation, finance charges; (iii) pay User’s payroll taxes; (iv) pay any debit, correcting, or reversing Entry initiated pursuant to the Payroll Agreement which is later returned to The Gamblin Group, LLC; (v) verify the Bank Account through a test deposit or debit authorization; and (vi) pay any other amount that is owing under the Payroll Agreement or in connection with the Payroll Service. User also authorizes The Gamblin Group, LLC to initiate credit Entries to the Bank Account in the event that The Gamblin Group, LLC is required to return Unpaid Funds to User, as described in Section 15 of these Payroll Terms. These authorizations are to remain in full force and effect until The Gamblin Group, LLC has received written notice from User of termination of any such authorizations in such time and such manner as to afford The Gamblin Group, LLC and the Bank a reasonable opportunity to act upon such notice. The Gamblin Group, LLC is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.

User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to the Payroll Account (as defined below) and the transmission of funds via ACH transactions to the payee’s account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”).

9. Requirements for Bank Account Funds

User will maintain in the Bank Account, as of the applicable payroll direct deposit date, payroll tax deposit date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the “Amounts Due”) under the Payroll Agreement. User’s obligation to have sufficient funds in the Bank Account to cover the Amounts Due matures at the time The Gamblin Group, LLC originates the applicable Entries for the Amounts Due and is unaffected by termination of the Payroll Service. The Gamblin Group, LLC may set off any amounts User owes to it against any amounts it owes to User in order for The Gamblin Group, LLC to obtain payment of User’s obligations as set forth in the Payroll Agreement.

If User does not have sufficient funds in the Bank Account to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then The Gamblin Group, LLC will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising from such failure to pay, and The Gamblin Group, LLC may (i) debit the Bank Account or any other account owned in whole or in part by User to pay disbursements, fees or charges, payroll taxes, or other amounts due; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case the payroll tax liability will become User’s sole responsibility; (iii) refuse to perform further Services; and/or (iv) immediately terminate the Payroll Agreement. For any amounts due and unpaid, The Gamblin Group, LLC may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts in accordance with Section 2 (Services Fees and Charges) of The Gamblin Group, LLC Terms.

10. Certain User Agreements and Acknowledgments

Amounts withdrawn from the Bank Account for payroll direct deposits and payroll taxes (“Payroll Funds”) will be held by The Gamblin Group, LLC in accounts at The Gamblin Group, LLC’s financial institutions (collectively, the “Payroll Account”) until such time as those payments are due to User’s employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to User on these amounts. User acknowledges that The Gamblin Group, LLC is entitled to invest the Payroll Funds in accordance with its investment guidelines established from time to time, and that The Gamblin Group, LLC, in its own capacity, is entitled to all income and gains derived from or realized from such investments and is not accountable to User, User’s employees, or any other person for such income or gains. In order to facilitate the timely payment of payroll direct deposits and payroll taxes, The Gamblin Group, LLC may pledge any investments held in the Payroll Account in connection with a loan, rather than convert such investments to cash for each tax payment. To the extent The Gamblin Group, LLC receives the Payroll Funds, The Gamblin Group, LLC shall indemnify and hold User harmless from and against any loss of any portion of the principal amount of the Payroll Funds (including any losses of principal resulting from the investment of the Payroll Funds) caused by The Gamblin Group, LLC while holding the funds in its Payroll Account. If The Gamblin Group, LLC incurs losses on the investment of the Payroll Funds or uses the Payroll Funds for any other purpose, The Gamblin Group, LLC will make the required payroll direct deposits and payroll tax deposits on User’s behalf by using The Gamblin Group, LLC’s own funds or other assets. User acknowledges that no state or federal agency monitors or assumes any responsibility for The Gamblin Group, LLC’s financial solvency.

The Gamblin Group, LLC calculates applicable payroll taxes in accordance with state requirements; however, due to differences in computational methods (e.g., rounding), it is possible that The Gamblin Group, LLC’s computation of User’s applicable taxes may deviate in a fractional manner from the amount charged by an applicable taxing authority (typically a difference of less than $0.10 per taxing authority per payroll). Sometimes, this will result in The Gamblin Group, LLC withdrawing slightly less than what ultimately is required to be remitted to the applicable taxing authority. In this case, User agrees that The Gamblin Group, LLC’s computation is correct, but The Gamblin Group, LLC will cover the difference on User’s behalf and will not seek additional funds from User. Sometimes, this will result in The Gamblin Group, LLC withdrawing slightly more than what ultimately is required to be remitted to the applicable taxing authority. In this case, User agrees that The Gamblin Group, LLC’s computation is correct, and that User is not entitled to a refund of or credit for the excess funds.

In the event that The Gamblin Group, LLC erroneously credits an amount to the Bank Account in excess of the amount that should have been credited (the “Excess Credit Amount”), if any, then User shall promptly notify The Gamblin Group, LLC as soon as it becomes aware of such erroneous credit. User authorizes The Gamblin Group, LLC to debit any Excess Credit Amounts from the Bank Account, and if the Bank Account contains insufficient funds to cover the Excess Credit Amount, User agrees to promptly refund the Excess Credit Amount to The Gamblin Group, LLC through other payment methods that The Gamblin Group, LLC may deem acceptable at its sole discretion.

11. ACH Origination

The Payroll Service will enable User to enter the Payroll Information and to approve and submit it to The Gamblin Group, LLC for creation, formatting, and transmission of Entries in accordance with the NACHA Rules and the UCC. The Gamblin Group, LLC may reject any Payroll Information or Entry which does not comply with the requirements in the Payroll Agreement, NACHA Rules, or the UCC, or with respect to which the Bank Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, The Gamblin Group, LLC will make a reasonable effort to notify User promptly so that User may correct such Payroll Information or request that The Gamblin Group, LLC correct the Entry and resubmit it. A notice of rejection of Payroll Information or an Entry (each, a “Rejection Notice”) will be effective when given and may be delivered through any means, including via email or through User's Account. The Gamblin Group, LLC will have no liability to User for (i) the rejection of any Payroll Information or Entry or any Claims directly or indirectly arising therefrom; or (ii) any delay in providing, or any failure to provide, User with a Rejection Notice, or any Claims arising directly or indirectly therefrom. If User requests that The Gamblin Group, LLC correct any Payroll Information or Entries on User's behalf, The Gamblin Group, LLC may attempt to do so; provided, however, that The Gamblin Group, LLC is not obligated to make any requested correction, and The Gamblin Group, LLC is not liable for any Claims or other consequences that may directly or indirectly result from The Gamblin Group, LLC’s attempt to correct, or failure to correct, such Payroll Information or Entries.

After the Payroll Information has been approved by an Account Administrator and submitted to The Gamblin Group, LLC for the purposes of initiating a payroll-related transaction (such action, to “Submit,” and Payroll Information that has been submitted in the foregoing manner, “Submitted Payroll Information”) and received by The Gamblin Group, LLC, User may not be able to cancel or amend such Submitted Payroll Information. The Gamblin Group, LLC will use reasonable efforts to act on any cancellation or amendment requests it receives from an Account Administrator prior to transmitting the Entries to the ACH or gateway operator but will have no liability if the cancellation or amendment is not effected. User will reimburse The Gamblin Group, LLC for any expenses, losses, fines, penalties, or damages The Gamblin Group, LLC may incur in effecting or attempting to effect such a request. Except for Entries created from Payroll Information that has been re-approved and re-Submitted by an Account Administrator in accordance with the requirements of the Payroll Agreement, The Gamblin Group, LLC will have no obligation to retransmit a returned Entry to the ACH or gateway operator if The Gamblin Group, LLC complied with the terms of the Payroll Agreement with respect to the original Entry.

12. Payroll Processing Schedule

The Gamblin Group, LLC will process the Submitted Payroll Information and Entries in accordance with The Gamblin Group, LLC’s then-current processing schedule applicable to User, provided that (i) the Submitted Payroll Information is received by The Gamblin Group, LLC no later than User's applicable cut-off time for Submitted Payroll Information on a business day; and (ii) the ACH is open for business on that business day. If The Gamblin Group, LLC receives approved and Submitted Payroll Information after the applicable cut-off time for Submitted Payroll Information on a given business day, or if The Gamblin Group, LLC receives the Submitted Payroll Information on a non-business day, The Gamblin Group, LLC will not be responsible for failure to process the Submitted Payroll Information on that day. If any of the requirements of clauses (i) or (ii) of this paragraph are not satisfied, The Gamblin Group, LLC will use reasonable efforts to process the Submitted Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by The Gamblin Group, LLC (which will only occur on a business day on which the ACH is open for business).

The Gamblin Group, LLC’s standard processing time for payroll and contractor payments is four (4) business days, but if User qualifies for one of The Gamblin Group, LLC’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of this paragraph, and subject to an Account Administrator approving and Submitting Payroll Information to The Gamblin Group, LLC, The Gamblin Group, LLC will process User’s payroll and contractor payments in less than four (4) business days. Whether User initially qualifies for or continues to qualify for The Gamblin Group, LLC’s Expedited Payroll Programs is at the sole discretion of The Gamblin Group, LLC, and The Gamblin Group, LLC has no obligation to provide expedited payroll processing services to User. If The Gamblin Group, LLC processes User’s payroll and/or contractor payments through an Expedited Payroll Program and the Bank Account has insufficient funds to cover such Amounts Due for such payroll and/or contractor payments, or the Bank otherwise rejects the portions of the ACH files originated by The Gamblin Group, LLC that relate to Entries for such Amounts Due, then User will owe, and be liable to The Gamblin Group, LLC for, such Amounts Due (the “Expedited Payroll Amounts Due”). User will ensure that any Expedited Payroll Amounts Due are promptly paid to The Gamblin Group, LLC via a payment method that The Gamblin Group, LLC, in its sole discretion, determines is acceptable. If User is liable for any Expedited Payroll Amounts Due or if The Gamblin Group, LLC has any reason to believe that User may be in violation of the Payroll Agreement, then The Gamblin Group, LLC may immediately revoke User’s eligibility for any Expedited Payroll Program. This provision shall not limit The Gamblin Group, LLC from exercising any other rights or remedies it may have under the Payroll Agreement to recover the Expedited Payroll Amounts Due.

13. ACH Transactions and Entries

Origination, receipt, return, adjustment, correction, cancellation, amendment, and transmission of Entries must be in accordance with the NACHA Rules, and, with respect to credit Entries which constitute Payment Orders, the UCC, as both are varied by this Agreement. User acknowledges that User has had an opportunity to review, and agrees to comply with, and be bound by, the NACHA Rules and the UCC.

Credit given by The Gamblin Group, LLC to User with respect to an ACH credit Entry is provisional until The Gamblin Group, LLC receives final settlement for such Entry through a Federal Reserve Bank. If The Gamblin Group, LLC does not receive such final settlement, User is hereby notified and agrees that The Gamblin Group, LLC is entitled to a refund from User in the amount credited to User in connection with such Entry, and the party making payment to User via such Entry (i.e., the Originator (as defined in the NACHA Rules) of the Entry) shall not be deemed to have paid User in the amount of such Entry.

Upon User’s request, The Gamblin Group, LLC will make a reasonable effort to reverse an Entry but will have no responsibility for the failure of any other person or entity to honor User's request, and The Gamblin Group, LLC cannot guarantee that the Entry will be successfully reversed. User agrees to reimburse The Gamblin Group, LLC for any costs or expenses incurred in attempting to honor such a reversal request. If required under the NACHA Rules or the UCC, User must obtain a payee’s consent before attempting to reverse an Entry that was credited to such payee. By initiating a request to reverse an Entry that was credited to a payee, User represents and warrants to The Gamblin Group, LLC that it has already obtained the payee’s consent for the reversal, if such consent is required under the NACHA Rules or the UCC.

Under the NACHA Rules, which are applicable to ACH transactions involving User’s Account, The Gamblin Group, LLC is not required to give next day notice to User of receipt of an ACH item and The Gamblin Group, LLC will not do so. User acknowledges and understands that while User may not be notified via email of every Bank Account transaction initiated by The Gamblin Group, LLC in connection with the Payroll Service, User may view its Bank Account transaction information in User’s Account.

User expressly acknowledges that The Gamblin Group, LLC does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the NACHA Rules. User represents and warrants that (i) the direct funding for the Entries originated by The Gamblin Group, LLC on behalf of User does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) User will not instruct The Gamblin Group, LLC to create, originate, or transmit Entries that use IAT as the Standard Entry Class Code (as defined in the NACHA Rules), or are otherwise required to be IATs under the NACHA Rules; and (iii) User will not engage in any act or omission that causes or results in The Gamblin Group, LLC creating, originating, or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. The Gamblin Group, LLC may, in its sole discretion, temporarily or permanently suspend providing the Payroll Service to User, without liability, if The Gamblin Group, LLC has reason to believe that User has breached any of the foregoing representations and warranties in this paragraph. User acknowledges that User is the Originator (as defined in the NACHA Rules) of each Entry and assumes the responsibilities of an Originator under the NACHA Rules. User further acknowledges that under the NACHA Rules and the UCC, The Gamblin Group, LLC, as a Third-Party Sender (as defined in the NACHA Rules), is required to make certain warranties on behalf of the Originator with respect to each Entry. User agrees to indemnify The Gamblin Group, LLC for any Claim which results, directly or indirectly, from a breach of such a warranty made by The Gamblin Group, LLC on behalf of User, unless such breach results solely from The Gamblin Group, LLC’s own gross negligence or intentional misconduct. User also acknowledges that under the NACHA Rules and the UCC, The Gamblin Group, LLC is required to indemnify certain persons, including, without limitation, the ODFI (as defined in the NACHA Rules), for the Originator’s failure to perform its obligations thereunder. User agrees to indemnify The Gamblin Group, LLC for any Claims which result from the enforcement of such an indemnity, unless the enforcement results solely from The Gamblin Group, LLC’s own gross negligence or intentional misconduct.

14. Taxes; Liability

In order to use the Payroll Service, User must submit accurate wage and payroll information to The Gamblin Group, LLC during and after the enrollment process. The Gamblin Group, LLC will not be liable for any penalty, interest, or other Claim that results from inaccurate or incomplete information that User, an Account Administrator, or an Authorized Representative supplies. The Gamblin Group, LLC shall only file tax returns on User's behalf once User has processed User's payroll through the Platform and the payroll has been paid out to the payees. User shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information, as may be requested from time to time by The Gamblin Group, LLC. It is User's responsibility to submit complete, timely, and accurate information to The Gamblin Group, LLC in connection with the Payroll Service. Any penalty or interest incurred, or any other Claim that arises, due to inaccurate or incomplete information provided by User will be User's sole responsibility. User further agrees to hold The Gamblin Group, LLC harmless from such liability. The Gamblin Group, LLC, at its option, may decide not to file User's payroll tax returns, pay User's payroll taxes, or otherwise process User's payroll if there are any unresolved problems with any information requested by The Gamblin Group, LLC or submitted by User, an Account Administrator, or an Authorized Representative. The Gamblin Group, LLC’s sole liability and User's sole remedy for The Gamblin Group, LLC’s negligent failure to perform the payroll tax portion of the Payroll Service shall be as follows: (i) The Gamblin Group, LLC will remit the payroll taxes received from User to the appropriate taxing authority; and (ii) The Gamblin Group, LLC will reimburse User or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by The Gamblin Group, LLC, provided that User must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by The Gamblin Group, LLC.

Important Tax Information: Even though User has authorized a third party, such as The Gamblin Group, LLC, to file payroll tax returns and make payroll tax payments, ultimately, User is held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for User’s employees. The Gamblin Group, LLC and the IRS recommend that User enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (“EFTPS”), to monitor User’s IRS account and ensure that timely tax payments are being made for User. User may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. User should contact the appropriate state offices directly for details.

15. Effect of Termination of the Payroll Service

User acknowledges and understands that if User terminates the Payroll Service through User’s Account or The Gamblin Group, LLC terminates the Payroll Service pursuant to Section 22 (Term; Termination; Suspension) of The Gamblin Group, LLC Terms, then such termination may not be reversible. In the event that User or The Gamblin Group, LLC terminates User’s Payroll Service, then as of the time of such termination, The Gamblin Group, LLC will have no obligation to make further payroll tax filings on User’s behalf. Notwithstanding the foregoing, if User or The Gamblin Group, LLC terminates the Payroll Service, User will be asked to make specific elections regarding whether it would like The Gamblin Group, LLC to make certain final payroll tax filings (such filings, the “Final Payroll Tax Filings”) on User’s behalf following such termination of the Payroll Service (such elections, the “Post-Termination Filing Elections”). If User does not provide The Gamblin Group, LLC with its Post-Termination Filing Elections promptly following termination of the Payroll Service, then User authorizes The Gamblin Group, LLC to make the Post-Termination Filing Elections for User on User’s behalf (the “The Gamblin Group, LLC Selections”). User acknowledges and agrees that The Gamblin Group, LLC may rely on User’s Post-Termination Filing Elections and The Gamblin Group, LLC Selections, and The Gamblin Group, LLC is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from such reliance; or (ii) any Resulting Errors, or any consequences or Claims arising (directly or indirectly) from any Resulting Errors, in the Final Payroll Tax Filings.

16. Consent to Share Certain Employee and Independent Contractor Information with Employer

User acknowledges and understands that in providing the Payroll Service, The Gamblin Group, LLC acts as an intermediary between employers and their employees and/or independent contractors. If User is an employee or independent contractor, then User hereby authorizes The Gamblin Group, LLC to share with User’s employer any information that User has provided to The Gamblin Group, LLC in connection with the Payroll Service.

In addition to the Terms of Service set forth by the Firm, Payroll subscribers also acknowledge services provided are bound by the Terms of Service of any Third-Party Providers. Terms of Service must be acknowledged and accepted during enrollment and as periodically updated.

Part I: Confidentiality

The Gamblin Group, LLC will not at any time or in any manner, either directly or indirectly, use for the personal benefit of The Gamblin Group, LLC, divulge, disclose, or communicate in any manner any information that is proprietary the Client. The Gamblin Group, LLC will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, upon request from the Client, The Gamblin Group, LLC will return to the Client all records, notes, documentation, and other items that were used, created or controlled by The Gamblin Group, LLC during the term of this Agreement.

Part II: Services to be Provided

Basic 

¨ General Ledger

¨ Bank Account Use Registers

¨ Bank & Credit Card Reconciliations

¨ Deposit Summaries

¨ Annual Tax Summary

¨ Financial Reports

       1. Profit & Loss Statement

       2. Balance Sheet

Deluxe (Basic plus additional services listed below)

¨ Estimated Tax (Federal & State)

¨ A/R Aging Reporting

Premium (Deluxe plus additional services listed below)

¨ Monthly Financial Reporting

¨ Business Tax Return Preparation with eFiling, annually, including Silver Level Audit Defense Protection Plan enrollment

Prescribed services will be performed beginning from the Service Initiation Date as stated above until such time this Agreement is terminated. 

A subscription to QuickBooks Online®or other online accounting software is required for all Bookkeeping and Accounting services. The Client may self-enroll and send an Accountant request or may choose to enroll in a subscriber plan through the Firm. See Subscription options below.

QuickBooks Subscription Options Monthly Rate

     Advanced (25 users)                                $145 

     Plus (5 users)                                              $65

     Essentials (3 users)                                  $45

The above rates are for enrollment as a subscriber with the Firm. If you choose direct enrollment, visit https://quickbooks.intuit.com/ for current subscription rates. 

Services explicitly NOT PROVIDED for in this Agreement: General Income Tax Advice or Income Tax Return Preparation unless you are subscribed to The Gamblin Group Premium Services. Tax Return Preparation and general business consulting advice will be limited to the business and within scope of the business in which this Agreement is in force. 

Part IV: Compensation

The Gamblin Group, LLC charges the Client an estimated fee in advance for Bookkeeping and Accounting Services for the Service Level outlined in Part IIIof this Agreement. This fee is an estimate based on current business transaction volume. Should performing the bookkeeping services require more time than estimated, we will notify you in advance of any additional billing hours. The agreed hourly service fee is as stated in the Firm’s current Accounting & Bookkeeping Services Fee Schedule. 

Rate Changes: Bookkeeping Service Fee rates are subject to change at the Firm’s discretion. The Client will receive written notice of rate changes at least 30 days prior to effective date of such changes. The Client has the option to continue receiving services or terminate this Agreement if proper notice is received at least 30 days prior to any service being provided.  

A.Payment for Services

Payment for services is billed in advance based on the selected service level and average transaction volume. Monthly subscription fees are billed and due on the 1st day of the month. 

Service rates are billed based on transaction volume. If at any time, the volume of transactions increases, the Client will be billed according to the service level, tier and rate, effective at that time.

In addition, the Client agrees to pay monthly any and all reasonable and necessary expenses incurred by The Gamblin Group, LLC on behalf of the Client in connection with the services described Part III of this Agreement. 

Additional Service Fees (effective 4/2021)   Per Hour*

QuickBooks® Setup/Clean-Up°  $75 (min $250)

Additional Services   $125 per hour 

Reports (not provided in selected Service Package) $2 per copy

B. Late Payments/Failure to Pay for Service Rendered

The Firm’s Payment Terms and stated Terms of Service apply to this Agreement.

If the Client fails to pay any outstanding balance due within 7 days, a late payment in the amount of 15% (min $20) will accrue every 30 days payment is late. If account remains unpaid or there is an additional balance due for in a period of30 days, this Agreement is hereby terminated, and services will not resume until payment is made in full and if required, a deposit retained.

If Client's payment is declined by their bank for any reason, Client will pay the Firm a fee of $35. Also, the Firm reserves the right to cease all work for Client until alternative payment arrangements are made. No reports (including year-end tax reports) will be released until all payments are received for all services rendered.

Part V: Additional Information

Client understands that in order for the Firm to properly perform the above Services, Client must furnish The Gamblin Group, LLC in a timely manner with the following:

¨ True and complete information

¨ QuickBooks® or other online accounting software license

¨ Bank and credit card statements for reconciliation

A. Accuracy of Financial Information: It is understood that the accuracy of financial information supplied to the Firm is the sole responsibility of the Client. The Firm shall not be held responsible for the production of inaccurate financial statements, records and billings, or any other financial reports if the financial data submitted by the Client or by prior agent is inaccurate or incomplete. In addition, the Client agrees to be responsible for all costs, expenses and attorneys’ fees incurred in an independent financial review for the purpose of correcting financial data of the Client.

B. Satisfaction Guarantee: The Gamblin Group, LLC will resolve any errors committed by its associates at no cost to the Client. This guarantee is limited to the entries made while this Agreement is in effect. If in fact the error was made prior to, after termination of this Agreement or by anyone other than an associate of The Gamblin Group, LLC, the Client will be billed at the stated Cleanup hourly rate of $75 or effective Clean-up rate at the time service is required.

Part VI: Indemnification

The Client shall indemnify, defend and save The Gamblin Group, LLC harmless from any and all suits, costs, damages or proceedings, including but not limited to The Gamblin Group, LLC bookkeeping services, pertaining to any and all litigation in which the Client is a party. The Client shall pay all expenses incurred should The Gamblin Group, LLC be named a party in any litigation to which Client is a party. Additionally, the Client shall further indemnify and hold harmless The Gamblin Group and its employees, associates, agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of the Client.

Part VII: Changes/Termination to the Agreement

The term of this Agreement is 12 calendar months and will automatically renew as of January 1st of each calendar year (or first day of the Fiscal year, if applicable). If either party feels that the other is not abiding by the aforementioned duties and responsibilities, then it is incumbent upon them to initiate a meeting to address the issue(s). In the event that the issue(s) cannot be resolved, then either party may terminate the Agreement with written notice after three (3) meetings to address problems or issues stated within this Agreement. This Agreement shall only be modified, terminated and/or amended in writing signed by the parties hereto. All balances are due upon termination of this Agreement.  No reports (including year-end tax reports) will be released until all payments are received for all services rendered.

Accounting and Bookkeeping Services offered through The Gamblin Group, LLC are not directly related to any Investment Management, Financial Planning, Tax Services or any other service offered by the Firm, unless explicitly stated in this Agreement. All other services are performed by a separate contractual agreement.

In addition to the Terms of Service set forth by the Firm, Payroll subscribers also acknowledge services provided are bound by the Terms of Service of any Third-Party Providers. Terms of Service must be acknowledged and accepted during enrollment and as periodically updated.