Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Nexus Reports, Inc., a Delaware corporation (“Nexus Reports,” “we,” “us,” or “our”), governing your access to and use of the website at nexusreport.io and the web application at app.nexusreport.io (collectively, the “Platform”).

By creating an account, accessing, or using the Platform, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree, you may not use the Platform.

If you are using the Platform on behalf of a firm or other organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to both you individually and the organization.

2. Eligibility

The Platform is intended for use by licensed accounting professionals and their authorized staff. By using the Platform, you represent that:

• You are at least 18 years of age;
• You are a licensed CPA, enrolled agent, or other credentialed accounting professional, or an authorized employee or contractor acting on behalf of such a professional;
• Your use of the Platform complies with all applicable laws, regulations, and professional licensing requirements; and
• You are not barred from using the Platform under any applicable law or professional rule.

3. Account Registration and Security

To access the Platform's core features, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and promptly update your account information as necessary;
• Keep your login credentials confidential and not share them with any unauthorized person;
• Notify us immediately at support@nexusreport.io if you suspect unauthorized access to your account; and
• Accept responsibility for all activity that occurs under your account credentials.

We reserve the right to suspend or terminate accounts we reasonably believe have been compromised or used in violation of these Terms.

4. Description of Services

4.1 Nexus Reports

The Platform enables Accountants to enter business activity data on behalf of their clients and generate state tax nexus assessment reports (“Reports”). Reports are generated based on data from Wolters Kluwer and other sources that Nexus Reports believes to be reliable. Reports provide information about potential state tax nexus exposure based on the data you provide and the law as understood at the time of generation.

4.2 Nature of Reports

Reports generated through the Platform are informational assessments produced by Nexus Reports, Inc., which is operated by certified public accountants. Reports reflect our analysis of nexus exposure based on the data provided and current state tax law as incorporated in our systems. Reports are intended to support professional judgment and do not constitute legal advice or formal tax opinions. You remain responsible for applying professional judgment in advising your clients and for complying with all applicable professional standards, including those governing CPA practice.

4.3 White-Label Reports

The Platform allows you to apply your firm's branding to generated Reports before delivering them to your clients. You are solely responsible for any representations you make to your clients in connection with white-labeled Reports, including pricing, scope, and the professional basis for any advice you provide.

4.4 Report Revisions

You may request revisions to a Report within 30 days of its initial generation by updating the underlying client tax data within the Platform. Revision rights expire after 30 days from the original generation date.

5. Pricing and Payment

5.1 Fees

Report purchases are subject to the fees posted on the Platform at the time of purchase. Current pricing is:

• Single Report: $325
• 10-Report Bundle: $2,950
• 25-Report Bundle: $6,450

We reserve the right to change our pricing at any time. Price changes will be effective for purchases made after the updated pricing is posted. Price changes will not affect report credits you have already purchased.

5.2 Payment Processing

Payments are processed through Helcim, our third-party payment processor. By making a purchase, you agree to Helcim's applicable terms. All fees are quoted in U.S. dollars. We do not store your full payment card information.

5.3 No Refunds

All purchases are final and non-refundable, except where required by applicable law. Report credits that have been purchased but not yet used are non-transferable and have no cash value. If you believe a Report was generated incorrectly due to a platform error, please contact us at support@nexusreport.io and we will work to resolve the issue.

5.4 Taxes

You are responsible for all applicable taxes arising from your purchase of services through the Platform, except for taxes on Nexus Reports' net income.

6. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Platform in any manner that violates applicable law, regulation, or professional licensing requirements;
• Submit false or misleading information when generating Reports;
• Attempt to gain unauthorized access to any portion of the Platform or its related systems;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying methodology of the Platform;
• Scrape, crawl, or systematically extract data from the Platform using automated means without our prior written consent;
• Resell, sublicense, or redistribute access to the Platform itself (as distinct from white-labeled Reports);
• Upload or transmit viruses, malware, or any other malicious code;
• Interfere with or disrupt the integrity or performance of the Platform; or
• Use the Platform to generate Reports for any purpose other than legitimate accounting and tax advisory services.

7. Data, Confidentiality, and Intellectual Property

7.1 Your Data

You retain ownership of all client tax activity data you submit to the Platform (“Your Data”). You grant Nexus Reports a limited, non-exclusive license to process Your Data solely for the purpose of providing the services described in these Terms.

7.2 Aggregated Data

Nexus Reports may create anonymized, aggregated data derived from usage of the Platform that cannot reasonably be used to identify you, your firm, or your clients. Nexus Reports owns all such aggregated data and may use it for product improvement, research, and analytics purposes.

7.3 Our Intellectual Property

The Platform, including all software, algorithms, content, trademarks, logos, and Report templates, is owned by or licensed to Nexus Reports, Inc. and is protected by applicable intellectual property laws. These Terms do not grant you any ownership interest in the Platform or our intellectual property. You may not reproduce, modify, or create derivative works of Platform content without our prior written consent.

7.4 Generated Reports

Upon payment of applicable fees and your compliance with these Terms, Nexus Reports grants you a non-exclusive, non-transferable license to use, reproduce, and distribute generated Reports for the purpose of providing professional services to your clients.

7.5 Data Security

We implement commercially reasonable security measures to protect data on the Platform. However, no system is completely secure. You are responsible for maintaining the security of your account credentials and for any data you transmit to the Platform.

8. Professional Responsibilities

You acknowledge that you are a licensed professional subject to applicable professional standards, including duties of confidentiality owed to your clients. You are solely responsible for obtaining any necessary client consents before entering client data into the Platform, for complying with applicable professional rules regarding the use of third-party service providers, and for the accuracy and completeness of data you submit.

Nexus Reports is not your client's advisor and has no direct relationship with your clients. You are solely responsible for the professional advice you provide to your clients, including any advice based on or related to a Report.

9. Disclaimers

THE PLATFORM AND REPORTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, NEXUS REPORTS DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

While Nexus Reports strives to provide accurate and current information, state tax laws change frequently. We do not warrant that Reports will be error-free, complete, or current as of the date of any subsequent use. You are responsible for verifying the continued accuracy of any Report before relying on it.

We do not warrant uninterrupted or error-free access to the Platform.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXUS REPORTS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL NEXUS REPORTS' TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO NEXUS REPORTS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Indemnification

You agree to defend, indemnify, and hold harmless Nexus Reports, Inc. and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or professional standard; (d) data you submit to the Platform; or (e) any representation you make to your clients in connection with white-labeled Reports.

12. Dispute Resolution and Arbitration

12.1 Governing Law

These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

12.2 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Except for claims that qualify for small claims court and requests for injunctive or other equitable relief to protect intellectual property or confidential information, any dispute, controversy, or claim arising out of or relating to these Terms or the Platform shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by these Terms.

The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs in arbitration unless the arbitrator determines otherwise.

12.3 Class Action Waiver

YOU AND NEXUS REPORTS EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.

12.4 Opt-Out

You may opt out of this arbitration agreement by sending written notice to support@nexusreport.io within 30 days of first accepting these Terms. Your opt-out notice must include your name, account email address, and a statement that you wish to opt out of arbitration. Opting out will not affect any other aspect of these Terms.

13. Term and Termination

These Terms are effective as of the date you first accept them and continue until terminated.

You may terminate your account at any time by contacting us at support@nexusreport.io. Termination does not entitle you to a refund of any unused report credits or fees paid.

We reserve the right to suspend or terminate your account and access to the Platform, with or without notice, if we have reason to believe you have violated these Terms, engaged in fraudulent activity, or if required by law. Upon termination, your right to use the Platform ceases immediately.

Sections 7, 9, 10, 11, 12, and 14 survive termination of these Terms.

14. Modifications to the Terms

We may update these Terms from time to time. When we make material changes, we will provide notice via a prominent notification on the Platform or by email to your registered address. Your continued use of the Platform after the effective date of any updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform.

15. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Nexus Reports with respect to the Platform and supersede all prior agreements, understandings, and representations.

Severability: If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations freely, including in connection with a merger, acquisition, or sale of assets.

Force Majeure: We will not be liable for any failure or delay resulting from circumstances beyond our reasonable control, including natural disasters, governmental actions, or internet infrastructure failures.

No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.

16. Contact Us

If you have questions about these Terms, please contact us at:

Nexus Reports, Inc.
Email: support@nexusreport.io
Website: www.nexusreport.io