Terms of Service

These Terms of Service ("Terms") govern access to and use of the website, application, and related services (collectively, the "Platform") made available by Primer ("Company," "we," "us," or "our"), including the Tax Workpaper Synopsis, Tax Return Review, and Tax Planner features and any other functionality we make available (collectively, the "Services"). The Terms include our Privacy Policy, our IRC § 7216 Consent and Disclosure Policy, and any other documentation, guidelines, or policies we provide or otherwise communicate to you, each of which is incorporated by reference. By creating an account, accessing the Platform, or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

1. Registration and Access

You must be at least 18 years of age, and not otherwise barred from using the Services under applicable law, to register for an account. If you use the Services on behalf of another person or entity, including a client, employer, or firm, you represent that you have the authority to accept these Terms on that person's or entity's behalf and to bind them to these Terms. You must provide accurate, current, and complete information to register for an account, and you are responsible for keeping that information up to date. You may not share your access credentials with others, and you are responsible for all activity that occurs under your account.

When you register, you will be designated as either: (i) a "Personal User," if you are accessing the Services for your own individual, non-commercial purposes and not on behalf of any third party, or (ii) a "Professional User," if you are a tax return preparer, enrolled agent, certified public accountant, attorney, or other tax professional accessing the Services in connection with the preparation, review, or planning of tax returns for clients or on behalf of a firm. For clarity, "tax return" or "return" includes any return, amended return, information statement, schedule, workpaper, claim for refund, or other submission prepared for filing with, or in connection with an examination by, the Internal Revenue Service or any state, local, or foreign taxing authority. The Platform is designed for use primarily by Professional Users; if you are a Personal User, you acknowledge that Output (as defined below) is not a substitute for review by a qualified tax professional.

2. Description of the Services

The Platform offers the following features, each of which uses artificial intelligence, including large language models (“LLMs”), and other automated and third-party software tools to process Input (as defined in Section 4) and generate Output (as defined in Section 4):

2.1 Tax Workpaper Synopsis

Generates a summary of uploaded workpapers, source documents, and supporting schedules, intended to help a tax professional organize and orient to a client file. The synopsis is a summarization aid only and does not verify the completeness, accuracy, or authenticity of the underlying documents.

2.2 Tax Return Review

Analyzes a prepared or draft tax return and associated workpapers to flag potential errors, omissions, inconsistencies, or items that may warrant further review. Tax Return Review output is a diagnostic aid intended to support, not replace, the professional review, sign-off, and due diligence obligations of the preparer of record.

2.3 Tax Planner

Generates illustrative, forward-looking tax planning scenarios, projections, and strategy summaries based on Input you provide. THE TAX PLANNER FEATURE DOES NOT CONSTITUTE LEGAL, TAX, OR FINANCIAL ADVICE, IS NOT A SUBSTITUTE FOR ADVICE FROM A LICENSED PROFESSIONAL, AND CANNOT BE RELIED UPON TO PREDICT, ANTICIPATE, ESTIMATE, OR GUARANTEE ANY PERSON'S OR ENTITY'S ACTUAL TAX LIABILITY, REFUND, OR TAX TREATMENT UNDER APPLICABLE LAW. Projections generated by the Tax Planner are based on assumptions, Input you supply, and current or historical information that may not reflect future changes in law, regulation, or your circumstances, and actual results will vary. Any strategy or scenario generated by the Tax Planner must be independently evaluated and confirmed by a qualified, licensed tax professional before it is relied upon or acted upon in any way.

Any reference in these Terms to the “Services” includes each of the Tax Workpaper Synopsis, Tax Return Review, and Tax Planner features, and any other feature or functionality we may add from time to time, unless the context requires otherwise.

3. Usage Requirements

1. Use of Services. We grant you a limited, non-exclusive, non-transferable right to access and use the Services in accordance with these Terms, solely for your own internal use or, if you are a Professional User, for the preparation and review of client returns. We and our licensors own all right, title, and interest in and to the Platform, the Services, and all underlying technology.

2. Feedback. If you provide feedback, comments, or suggestions regarding the Services, we may use them without restriction or any obligation to compensate you.

3. Restrictions. You will not, and will not permit any third party to:

• use the Services in any manner that infringes, misappropriates, or violates the rights of any person or entity;
• reverse engineer, decompile, or attempt to discover the source code, models, or algorithms underlying the Services, except to the extent such restriction is prohibited by applicable law;
• use Output to develop, train, or improve a competing product or service;
• scrape, harvest, or extract data or Output from the Services using automated means;
• represent that Output was human-generated, or misrepresent Output as reviewed or approved when it has not been;
• use the Services for the benefit of any third party unless you are a Professional User acting within the scope of your professional engagement;
• attempt to probe, scan, or test the vulnerability of the Platform or bypass any security or authentication measures;
• upload data you are not authorized to disclose, including taxpayer information for which the required consent under IRC § 7216 (described in Section 6) has not been obtained; or
• use the Services for any fraudulent, unlawful, or deceptive purpose, including to prepare or support a return containing information you know to be false or misleading.

4. Third-Party Tools. The Services incorporate third-party software, APIs, and AI models to generate Output. We make these available as a convenience and do not control, and are not responsible for, the availability, accuracy, or performance of any third-party tool. Your use of any third-party resource accessed through the Platform is at your own risk.

4. Content, Output, and Accuracy

1. Your Content. You may submit data, documents, and other materials to the Services (“Input”) and receive generated results in return (“Output,” and together with Input, “Content”). As between you and us, you retain ownership of your Input. Subject to your compliance with these Terms, we assign to you our right, title, and interest in the Output generated for you. You are solely responsible for your Input, including for ensuring you have the right to submit it and, where applicable, that any required taxpayer consent under IRC § 7216 has been obtained before submission.

2. License to Us. You grant us a worldwide, non-exclusive, sublicensable license to use, host, copy, process, and analyze Content solely to provide, maintain, and improve the Services, comply with applicable law, and enforce these Terms.

3. No Ownership or Authorship Claim by the Platform. THE PLATFORM IS A TECHNOLOGY TOOL ONLY. WE ARE NOT THE AUTHOR, PREPARER, OR LEGAL OWNER OF ANY WORKPAPER SYNOPSIS, RETURN REVIEW, OR TAX PLANNING OUTPUT GENERATED THROUGH THE SERVICES, AND WE MAKE NO CLAIM OF AUTHORSHIP OVER, OR PROFESSIONAL RESPONSIBILITY FOR, ANY CONTENT IN ANY OUTPUT FILE. Output is generated using third-party AI models and automated processes, and is provided to you as a working aid for your own independent professional judgment. If you are a Professional User, you agree that (a) we are not “primarily responsible” for any entry or position taken on a client's return within the meaning of Treasury Regulation § 1.6694-1(b), and (b) we will not be regarded as having prepared any entry on a client's return within the meaning of Treasury Regulation § 301.7701-15(b)(3), solely as a result of Output generated through the Services.

4. Similarity of Output. Because of the probabilistic nature of AI models, Output generated for you may not be unique, and similar Input from other users may generate similar Output. Output requested by and generated for other users is not your Content.

5. Accuracy; No Guarantee. AI and machine learning are probabilistic, rapidly evolving technologies. THIS PLATFORM CAN SOMETIMES MAKE MISTAKES, INCLUDING FACTUAL ERRORS, MISCALCULATIONS, OMISSIONS, OR INCORRECT CHARACTERIZATIONS OF TAX LAW OR YOUR DATA. Output may not accurately reflect the underlying documents, applicable law, or a taxpayer's actual circumstances. You are solely responsible for independently reviewing, verifying, and exercising professional due diligence over all Output before relying on it, incorporating it into a client deliverable, or using it in connection with any return, filing, or tax position. Due diligence with respect to any return remains the responsibility of the tax professional preparing, signing, or advising on that return, regardless of any Output generated by the Services.

5. Customer and Taxpayer Data

1. Definition. If you are a Professional User, you may upload information, documents, and other materials relating to your clients or their taxpayers (“Customer Data”) in connection with the Services.

2. Your Representations. You represent and warrant that (a) you have obtained, and will maintain, all rights, authority, and consents necessary for us to receive, process, and use the Customer Data as contemplated by these Terms, including all consents required under IRC § 7216 as described in Section 6; (b) your submission and our use of Customer Data in accordance with these Terms will not violate any applicable law or breach any obligation you owe to a client or third party; and (c) the Customer Data you submit is accurate, current, and complete to the best of your knowledge. We expressly disclaim any and all liability arising out of errors, omissions, or inaccuracies in Customer Data you submit, and out of your failure to obtain any required consent before submission.

6. IRC § 7216 — Taxpayer Consent and Disclosure

Internal Revenue Code § 7216 and its implementing Treasury Regulations (26 C.F.R. §§ 301.7216-1 through 301.7216-3) generally prohibit a tax return preparer from knowingly or recklessly disclosing or using a taxpayer's tax return information for purposes other than preparing the return, except pursuant to a valid taxpayer consent that meets specific form and content requirements, or another exception recognized under § 7216 and Revenue Procedure 2013-14 (as updated from time to time).

1. Professional Users. If you are a Professional User, before you submit any taxpayer's tax return information to the Platform — including through the Tax Workpaper Synopsis, Tax Return Review, or Tax Planner features — you represent and warrant that you have obtained a written, knowing, and voluntary consent from the taxpayer, in the form and manner required under 26 C.F.R. § 301.7216-3 and applicable IRS guidance, authorizing the disclosure of the taxpayer's return information to us for the purpose of using the Services. You are solely responsible for drafting, obtaining, and retaining that consent, and for ensuring it accurately describes the disclosure and, where applicable, any further use by us as described in these Terms. Where required, you are also responsible for obtaining any additional or renewed consent before any subsequent disclosure, and for honoring any taxpayer's revocation of consent.

2. Our Role. We act as a service provider that receives and processes tax return information solely to provide the Services to you. We do not independently solicit, verify, or obtain taxpayer consent on your behalf, and we are not responsible for confirming that a valid § 7216 consent exists before you submit Customer Data. By submitting Customer Data, you certify to us that any consent required under § 7216 has already been properly obtained.

3. Use of Data. We use Customer Data submitted through the Services only to provide, maintain, secure, and improve the Services and as otherwise described in our Privacy Policy, and we do not sell taxpayer return information. Certain uses of Content to improve the Services, including model performance, may themselves require taxpayer consent under § 7216 depending on how such information is used; you are responsible for ensuring any consent you obtain is broad enough to cover the ways in which you direct us to use the Customer Data you submit, and you may configure your account settings, where available, to limit such use.

4. Personal Users. If you are a Personal User submitting your own tax information for your own use, § 7216 consent requirements generally do not apply to your own submission of your own information, but they may apply if you submit information relating to any other individual.

7. Fees and Payment

1. Fees and Billing. You will pay all fees associated with your subscription or use of the Services (“Fees”), plus applicable taxes, according to the pricing and terms presented to you at the time of purchase or as otherwise agreed in writing. You authorize us and our payment processors to charge your designated payment method for all Fees due.

2. Subscriptions and Renewals. If you purchase a subscription, it will automatically renew at the then-current rate for successive terms unless you cancel prior to the renewal date, in accordance with the cancellation process made available in your account settings or as otherwise communicated to you.

3. Taxes. Fees do not include any applicable sales, use, VAT, or similar taxes, which you are responsible for in addition to the Fees, excluding taxes based on our net income.

4. Disputes and Non-Payment. You must notify us of any billing dispute within thirty (30) days of the applicable invoice or charge. We may suspend or terminate access to the Services for accounts with amounts past due.

8. Term and Termination

These Terms apply from the time you first access the Services until terminated. You may stop using the Services and close your account at any time. We may suspend or terminate your access at any time, with or without notice, including if you breach these Terms, if your use poses a security or legal risk to us or any third party, or to comply with law. Upon termination, you must immediately cease use of the Services. Sections that by their nature should survive termination — including Sections 4 (Content, Output, and Accuracy), 6 (IRC § 7216), 9 (Disclaimers; Limitation of Liability), 10 (Indemnification), 11 (Dispute Resolution), and 12 (General Terms) — will survive.

9. Disclaimers; Release of Liability; Limitation of Liability

9.1 Release of Liability and Disclaimer

ALL OUTPUT GENERATED THROUGH THE SERVICES — INCLUDING ANY TAX WORKPAPER SYNOPSIS, TAX RETURN REVIEW, OR TAX PLANNER OUTPUT — IS GENERATED USING THIRD-PARTY AI MODELS AND AUTOMATED APPLICATIONS. THE PLATFORM IS NOT, AND DOES NOT HOLD ITSELF OUT TO BE, THE AUTHOR, PREPARER, LEGAL WRITER, OR OWNER OF ANY WORK PRODUCT CONTAINED IN AN OUTPUT FILE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE US, OUR AFFILIATES, AND OUR OFFICERS, EMPLOYEES, AND LICENSORS FROM ANY AND ALL CLAIMS, LIABILITY, AND DAMAGES ARISING FROM OR RELATED TO YOUR USE OF, OR RELIANCE ON, ANY OUTPUT GENERATED BY THE SERVICES.

9.2 “As Is” Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR TAXPAYER'S CIRCUMSTANCES. THIS PLATFORM CAN SOMETIMES MAKE MISTAKES. DUE DILIGENCE WITH RESPECT TO ANY RETURN, WORKPAPER, OR TAX PLANNING STRATEGY IS SOLELY THE RESPONSIBILITY OF THE TAX PROFESSIONAL PREPARING, REVIEWING, OR ADVISING ON IT. THE SERVICES DO NOT PROVIDE LEGAL, TAX, OR ACCOUNTING ADVICE, AND OUTPUT IS NOT A SUBSTITUTE FOR ADVICE FROM A LICENSED, QUALIFIED PROFESSIONAL WHO IS FAMILIAR WITH YOUR OR YOUR CLIENT'S SPECIFIC FACTS AND CIRCUMSTANCES.

9.3 Tax Liability Is Your Own

AN INDIVIDUAL'S OR ENTITY'S TAX LIABILITY — INCLUDING ANY TAX OWED, PENALTY, INTEREST, OR OTHER ASSESSMENT — IS THAT INDIVIDUAL'S OR ENTITY'S OWN RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR, AND WILL NOT BE LIABLE FOR, ANY TAX, PENALTY, INTEREST, AUDIT, ASSESSMENT, OR OTHER LIABILITY OF ANY KIND ARISING FROM OR RELATED TO THE USE OF, OR RELIANCE ON, OUTPUT GENERATED BY THE SERVICES, INCLUDING WHERE SUCH LIABILITY RESULTS FROM INCORRECT, INCOMPLETE, OR MISLEADING INFORMATION GENERATED BY AN UNDERLYING AI MODEL OR LARGE LANGUAGE MODEL. NOTHING GENERATED BY THE TAX PLANNER FEATURE MAY BE RELIED UPON TO ANTICIPATE, ESTIMATE, OR GUARANTEE ANY PERSON'S OR ENTITY'S ACTUAL TAX LIABILITY, AND THE TAX PLANNER DOES NOT CONSTITUTE LEGAL OR TAX ADVICE.

9.4 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR ANY TAX, PENALTY, OR INTEREST LIABILITY OF ANY KIND, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND WILL NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10. Indemnification

You will defend, indemnify, and hold harmless us, our affiliates, and our officers, employees, and licensors from and against any claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Services; (b) your Input and Customer Data, including any failure to obtain a required IRC § 7216 consent before submission; (c) any tax position, entry, filing, or advice you or your firm take, make, or provide, whether or not based on Output; and (d) your breach of these Terms or violation of applicable law.

11. Dispute Resolution

11.1 Professional Users

If you are a Professional User, these Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Florida, without regard to conflict-of-laws principles, and will be brought exclusively in the state or federal courts located in Hillsborough County, Florida, and you consent to the personal jurisdiction of those courts.

11.2 Personal Users — Binding Arbitration

If you are a Personal User, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) will be resolved solely by binding, individual arbitration under the Federal Arbitration Act, and not in a class, representative, or consolidated action. Before filing a claim, you agree to first contact us at hello@primer.tax to attempt informal resolution for at least sixty (60) days. Either party may bring a qualifying claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property rights. Arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules. YOU AND WE EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. If the class action waiver in this Section is found unenforceable, the remainder of this arbitration provision will be null and void, and the Dispute will proceed in the courts described in Section 11.1.

12. General Terms

1. Relationship of the Parties. These Terms do not create a partnership, joint venture, agency, or fiduciary relationship between you and us. We do not act as your tax preparer, return signer, or professional advisor by virtue of providing the Services.

2. No Professional Relationship. Use of the Services does not create an attorney-client, accountant-client, or other professional-client relationship between you and us. Any professional relationship regarding a return remains solely between you (or your firm) and your client.

3. Changes to these Terms. We may update these Terms from time to time by posting the revised Terms and updating the “Last updated” date. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

4. Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

5. Severability; Waiver. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to do so later.

6. Export Controls. You will comply with all applicable export control and economic sanctions laws in your use of the Services.

7. Entire Agreement. These Terms, together with any policies incorporated by reference, constitute the entire agreement between you and us regarding the Services and supersede any prior agreements on the subject, other than any separately executed enterprise or firm-level agreement.

8. Notices. We may provide notices to you via the Services or the email address associated with your account. You may send notices to us at hello@primer.tax or Pacifico Tax LLC, 1101 E Cumberland Ave, Tampa, Florida 33602, US.

By creating an account or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.