Terms that govern your use of Plain Dot.

These Terms of Service (the Terms) govern your access to and use of the Plain Dot platform, our APIs, our MCP server, and any related services (together, the Services). Please read them carefully. By creating an account, signing an Order Form, or using the Services, you agree to these Terms.

1.1. About us. We are Plain Dot, Inc., a Delaware corporation with our principal place of business at 1210 Rosehill Blvd, Niskayuna, NY, 12309 (Plain Dot, we, us, or our). You can reach us at hello@plaindot.com.

1.2. About you. You are the person or entity using the Services (Customer, you, or your).

• If you are using the Services on behalf of a company, partnership, or other organization (a Business Customer), you represent that you are authorized to bind that organization to these Terms, and "you" refers to both you and that organization.
• If you are using the Services on your own behalf as an individual professional (an Individual Customer), "you" refers to you personally.

Together, you and we are the parties.

1.3. Agreement structure. These Terms, together with any Order Form, Statement of Work, Data Processing Agreement, and any product- or feature-specific terms we link to or sign with you, form the entire agreement between us regarding the Services (the Agreement). If there is a conflict, the documents control in this order: (a) a signed Order Form or SOW, (b) any product-specific terms, (c) these Terms.

2.1. What Plain Dot provides. Plain Dot is an AI-native compliance service. We combine software, AI, and human experts to help you complete US tax and regulatory compliance work, including (today): 1099 filing, TIN matching, W-9 collection, ACA reporting (Forms 1095-B and 1095-C), and Form 720 excise filings. We may add, modify, or remove offerings over time (for example, ADA accessibility compliance, expanded excise workstreams, and other regulated workstreams).

2.2. Different products, different terms. Some Services are delivered through our web platform; some through our API; some through our MCP server for integration with AI agents; and some include human-expert review or filing services. Specific terms may apply to particular Services and will be made available to you when you enable or purchase them.

2.3. Changes to the Services. We may update the Services from time to time to improve them, support new regulations or government systems (e.g., IRS IRIS), or fix problems. We will use reasonable efforts to give you advance notice of changes that materially reduce the functionality you use, except when the change is required by law, by a government system, or to address a security or stability issue.

2.4. Service levels. We will use commercially reasonable efforts to make the Services available. Any service-level commitments are described in a separate Service Level Agreement linked from the Order Form (if applicable). The Services may be temporarily unavailable for scheduled or emergency maintenance; we will use reasonable efforts to give you advance notice of scheduled disruption.

2.5. No monitoring obligation. We have no obligation to monitor your use of the Services or the Customer Data you submit, but we may do so and may remove Customer Data or suspend use that we reasonably believe violates this Agreement, applicable law, or the rights of others.

3.1. Account setup. To use most Services you will create an account. You are responsible for keeping your credentials secure and for all activity under your account, whether authorized by you or not. Tell us right away if you suspect unauthorized access.

3.2. Eligibility. You must be at least 18 years old and able to enter into a binding contract.

3.3. Onboarding information. We may ask you for information needed to provide the Services or to comply with applicable laws (for example, identity verification, taxpayer identification numbers, business information, or authorization forms required to file with the IRS or a state agency). You must provide accurate, current, and complete information and keep it up to date.

3.4. Authorized users. Business Customers may permit their employees, contractors, and agents (Authorized Users) to access the Services on the Business Customer's behalf. The Business Customer is responsible for its Authorized Users' compliance with this Agreement and for their acts and omissions in connection with the Services.

3.5. Acceptable use. You agree not to (and not to permit anyone to):

1. interfere with, damage, or disrupt the Services, our infrastructure, or any other user's use of the Services;
2. introduce malware, viruses, or any other harmful code;
3. rent, lease, license, resell, or commercially exploit the Services except as expressly permitted;
4. decompile, reverse engineer, disassemble, scrape, probe, or test the vulnerability of the Services, or circumvent any security or rate-limiting controls;
5. use the Services for benchmarking or to build a competing product, service, or model;
6. use the Services to violate any law or regulation, including without limitation regulations published by the Internal Revenue Service or any state taxing authority;
7. submit false, fraudulent, or knowingly inaccurate information for filing or matching, or impersonate any person or entity;
8. use the Services to abuse, harass, or harm others, or to distribute spam or unsolicited communications;
9. use the Services to generate or distribute content that infringes any third party's intellectual property rights or violates their privacy or publicity rights; or
10. copy, modify, or create derivative works of the Services except as expressly permitted in this Agreement.

3.6. Cooperation and point of contact. You agree to cooperate with us as reasonably needed for us to perform our obligations. Business Customers will designate a point of contact for matters relating to this Agreement and notify us if it changes.

4.1. Customer Data. Customer Data means any data, files, information, payee records, taxpayer identification numbers, W-9s, forms, and other content you or your Authorized Users submit to the Services. As between you and us, you own your Customer Data.

4.2. License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as needed to provide, secure, support, and improve the Services for you and to comply with law.

4.3. Your responsibility for accuracy. You are solely responsible for the accuracy, quality, completeness, legality, and ownership of all Customer Data and for any tax filings, reports, certifications, or other actions you submit through the Services. You must review submissions before they are filed unless we have expressly agreed otherwise in writing.

4.4. You are the filer of record. Unless we have expressly agreed otherwise in writing in an Order Form or SOW, you are the taxpayer, withholding agent, or other person responsible for the filing, and Plain Dot acts as your service provider and transmitter. We do not assume your filing, reporting, withholding, or payment obligations. Where required by the IRS, a state agency, or other authority, you authorize us to act as your transmitter or third-party preparer for the specific filings you submit through the Services.

4.5. TIN Matching Program. If you use our TIN matching feature, you agree to comply with all requirements of the IRS TIN Matching Program, including IRS Revenue Procedure 2003-9. You will only submit name/TIN combinations for which you have a reasonable expectation of making a reportable payment, will not re-submit combinations that have already been matched, will maintain the confidentiality of TIN match results in accordance with 26 C.F.R. § 31.3406(f)-1, and will not use the results for any purpose other than determining whether to begin or continue backup withholding.

4.6. Authorizations and signatures. You authorize us to transmit your filings on your behalf through the IRS IRIS system, the IRS FIRE system, the SSA, the IRS Affordable Care Act Information Returns system, state taxing-authority portals, and other applicable government systems. Some filings require a signed authorization (for example, IRS Form 8879 or Form 8453 series). You agree to provide these authorizations promptly and to keep copies as required by law.

4.7. Recordkeeping. You are responsible for retaining your own copies of filings, supporting documents, and authorizations as required by applicable law. We may retain copies in our systems as described in our Privacy Policy and as needed to provide the Services.

4.8. No professional advice. The Services, and any information, AI output, or guidance produced by them, are provided for compliance-workflow purposes only and do not constitute legal, tax, accounting, or other professional advice. You are responsible for consulting your own qualified advisers about your specific situation.

5.1. AI outputs. The Services use artificial intelligence to assist with classifying, extracting, validating, drafting, and routing compliance work (AI Outputs). AI Outputs are produced automatically and may be incomplete, incorrect, or non-deterministic. You are responsible for reviewing AI Outputs before relying on them for any filing, payment, or other action with legal or tax consequences.

5.2. No model training on your data. We will not use identifiable Customer Data to train foundation models for third parties. We may use aggregated, de-identified, or statistical information derived from the Services to develop, train, evaluate, improve, and operate our own models and the Services, in each case in a manner that does not identify you, your Authorized Users, or any payee.

5.3. MCP server and API. Where you use our MCP server, public API, or other integration interfaces, you agree to the technical documentation we publish and to any rate, quota, and security requirements. You are responsible for the security and compliance of any AI agent, application, or system you connect to our Services, and for the data your systems send to ours.

5.4. Human-expert services. Where we provide human-expert review, preparation, or filing services as part of your subscription or SOW, our experts will use reasonable professional care. Human-expert services are advisory and operational; they do not create an attorney-client, CPA-client, or other regulated professional relationship unless expressly stated in a separate, signed engagement letter.

6.1. Fees. You will pay the fees set out in your Order Form, plan selection, or in-product pricing in effect when you place your order (the Fees). Fees may include subscription fees, per-filing fees, per-form fees, per-match fees, overage fees, and fees for human-expert services.

6.2. Payment. Unless your Order Form says otherwise, Fees are due in advance and are non-refundable. Subscription Fees are billed for the term selected; per-filing, per-form, or per-match Fees are billed when incurred. We may suspend the Services or specific filings if Fees are past due.

6.3. Late fees. Past-due amounts accrue interest at the lesser of 1% per month or the maximum rate permitted by law, plus reasonable costs of collection.

6.4. Taxes. Fees are exclusive of all taxes other than US taxes based on our net income. You are responsible for any sales, use, VAT, GST, or similar taxes. If you are required to withhold any amount from payments to us, you will pay the amount required and not deduct it from the Fees due.

6.5. Price changes. We may change our prices on at least 30 days' notice before your next renewal term. Prices in a signed Order Form will not change during its current term.

6.6. Volume commitments. If you have a committed volume of filings, matches, or transactions in an Order Form, any associated discount is conditioned on actually filing the committed quantity during the term. Unused volume does not roll over and is not refundable.

7.1. Term. This Agreement starts when you first accept it or use the Services and continues for the term stated in your Order Form or, if none, on a month-to-month basis. Subscriptions automatically renew for additional terms equal to the prior term (or, for tax-cycle subscriptions, for the next applicable filing period) unless either party gives at least 30 days' notice of non-renewal before the end of the then-current term.

7.2. Termination for cause. Either party may terminate this Agreement (or any affected Order Form) on written notice if the other party: (a) materially breaches the Agreement and does not cure within 30 days after written notice (or within 5 days for non-payment); or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, receivership, or similar proceeding.

7.3. Suspension. We may suspend your access to all or part of the Services without notice if (a) we reasonably believe your use poses a security, legal, or operational risk to us, our other customers, or a third party; (b) a payment is past due; or (c) a government system or law requires it. We will use reasonable efforts to give you notice and an opportunity to address the issue where appropriate.

7.4. Effect of termination. On termination or expiration: (a) your right to use the Services ends; (b) any Fees accrued before termination remain due; and (c) any provision that by its nature should survive will survive, including provisions on Customer Data ownership, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, and governing law.

7.5. Data export and retention after termination. For a period of 60 days following termination, we will, on your written request, make Customer Data available for export in a commercially reasonable format. After that 60-day period, we may delete Customer Data from our active systems, except for copies we are required by law to retain (for example, copies of filings transmitted to the IRS) and copies held in routine backup or archival systems, which will be deleted in the ordinary course. If you are in breach of this Agreement or owe us amounts past due at termination, we may limit export to non-machine-readable formats (such as PDFs) until amounts owed are paid.

8.1. Definition. Confidential Information means non-public information disclosed by one party to the other that is marked as confidential or that, given the circumstances, a reasonable person would understand to be confidential. Customer Data is your Confidential Information. The Services, our pricing, our roadmap, and our non-public technical and security information are our Confidential Information.

8.2. Obligations. Each party will (a) use the other's Confidential Information only as needed under this Agreement, (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and (c) limit access to its personnel, affiliates, and professional advisers who need to know and who are bound by confidentiality obligations at least as protective as these.

8.3. Exceptions. Confidentiality obligations do not apply to information that (a) is or becomes public other than through a breach of this Agreement, (b) the receiving party already knew without confidentiality obligations, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is rightfully received from a third party without restriction.

8.4. Required disclosure. A party may disclose Confidential Information if required by law or by a regulatory or judicial authority, provided that the party gives the other party prompt notice where legally permitted and reasonable cooperation to seek a protective order.

8.5. Duration. Each party's confidentiality obligations continue for 3 years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

9.1. Privacy Policy. Our handling of personal information is described in our Privacy Policy at https://www.plaindot.com/privacy, which is incorporated by reference into this Agreement.

9.2. Data Processing Agreement. To the extent we process personal information on your behalf in providing the Services, our Data Processing Agreement (DPA), available at [https://www.plaindot.com/dpa] or as separately signed, applies. The DPA addresses our obligations as a service provider or processor and includes appropriate safeguards for any cross-border transfers.

9.3. Security. We will maintain administrative, technical, and physical safeguards designed to protect Customer Data, consistent with industry-standard practices for SaaS providers handling US tax information. A summary of our security program is available on request.

10.1. Our IP. We and our licensors own and retain all right, title, and interest in and to the Services, including the software, APIs, MCP server, models, prompts, templates, documentation, and all related intellectual property, and all improvements, derivative works, and feedback-driven enhancements. No rights are granted to you except as expressly stated in this Agreement.

10.2. Your license. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right during the term to access and use the Services solely for your internal compliance and business purposes.

10.3. Feedback. If you give us suggestions, ideas, enhancement requests, or other feedback about the Services, we may use it without restriction or obligation to you.

10.4. Aggregated data. We may collect and use usage data, performance data, and other aggregated or de-identified information derived from the Services for any lawful business purpose, including to operate, secure, improve, and develop the Services, provided the data does not identify you, your Authorized Users, or any payee.

11.1. Mutual warranties. Each party represents that it has the authority to enter into this Agreement and that its performance will not violate any law or other agreement binding on it.

11.2. Our warranties. We will (a) provide the Services in a professional and workmanlike manner, (b) use commercially reasonable efforts to maintain the Services in line with prevailing industry standards, and (c) not knowingly introduce viruses or other malicious code into the Services.

11.3. Your warranties. You represent and warrant that (a) you have all rights necessary to submit Customer Data to the Services and to grant the license in Section 4.2, (b) Customer Data is accurate and complete in all material respects, (c) you will use the Services in compliance with this Agreement and all applicable laws, and (d) you have, or will obtain, any consents or authorizations from payees, employees, customers, or other third parties necessary for us to provide the Services to you.

11.4. Disclaimer. Except as expressly set out in this Agreement, the Services and all AI Outputs are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, or that AI Outputs or filing results will be free of errors, rejections, or delays.

11.5. Government systems and deadlines. We do not control the IRS IRIS, IRS FIRE, SSA, ACA Information Returns, state taxing-authority portals, or other government systems used to receive filings. We are not responsible for outages, errors, processing delays, rejection codes, or changes to these systems. You are responsible for meeting your own filing deadlines, including by submitting filings to us with sufficient lead time for transmission and any corrections.

12.1. By you. You will defend, indemnify, and hold us harmless from and against any third-party claims, and any losses, damages, liabilities, costs, and reasonable attorneys' fees arising out of or relating to (a) Customer Data, (b) your use of the Services in violation of this Agreement or applicable law, (c) your filings, payments, or other actions submitted through the Services, or (d) your breach of any representation or warranty in this Agreement.

12.2. By us. We will defend you against any third-party claim alleging that the Services, as provided by us and used by you in accordance with this Agreement, infringe a US patent, copyright, trademark, or trade-secret right of that third party, and will pay damages and reasonable attorneys' fees finally awarded against you (or amounts in a settlement we approve in writing).

12.3. Exclusions. We have no obligation under Section 12.2 to the extent a claim arises from (a) Customer Data; (b) use of the Services in violation of this Agreement or applicable law; (c) modifications to the Services not made by us; (d) combination of the Services with other products, services, or data not provided by us, where the claim would not have arisen but for the combination; or (e) your continued use of the Services after we provide a non-infringing alternative.

12.4. Our remedies. If we reasonably believe the Services may infringe a third-party right, we may at our option (a) procure the right for you to continue using the Services, (b) modify or replace the Services so they are non-infringing while substantially preserving their functionality, or (c) terminate the affected Services and refund any prepaid, unused Fees for the terminated portion.

12.5. Procedure. The indemnified party must (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided that no settlement requiring the indemnified party to admit liability or pay money may be made without its consent), and (c) provide reasonable cooperation at the indemnifying party's expense.

12.6. Sole remedy. Section 12.2 states our entire liability and your sole remedy for any third-party intellectual property claim.

13.1. Cap. To the fullest extent permitted by law, each party's total cumulative liability arising out of or related to this Agreement will not exceed the Fees paid or payable by you to us for the Services in the 12 months immediately before the event giving rise to the claim.

13.2. Excluded damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, or use, even if advised of the possibility of such damages.

13.3. Tax penalties and interest. Without limiting Sections 4 (Customer Responsibilities), 5 (AI Features), or 11.5 (Government Systems), we are not liable for IRS or state taxing-authority penalties, interest, or enforcement actions resulting from inaccurate, incomplete, late, or unauthorized filings; from rejected filings that are not corrected and re-transmitted before the applicable deadline; or from outages or errors in any government system used to receive filings.

13.4. Exceptions. Sections 13.1 and 13.2 do not limit (a) your obligation to pay Fees, (b) either party's indemnification obligations under Section 12, (c) liability for breach of confidentiality obligations under Section 8, or (d) liability that cannot be limited or excluded under applicable law (including liability arising from a party's gross negligence, willful misconduct, or fraud).

14.1. Third-party services. The Services may interoperate with, or depend on, third-party software, platforms, APIs, government systems, AI models, payment processors, and other services (Third-Party Services). We are not responsible for Third-Party Services, their availability, or the terms on which they are provided. Your use of any Third-Party Service is at your own risk and is governed by the terms between you and the provider of that Third-Party Service.

14.2. AI agents and integrations. If you connect AI agents, MCP clients, automation tools, or other integrations to the Services, you are responsible for what those integrations do under your account, including any filings, matches, or other actions they initiate.

14.3. QuickBooks integration. Plain Dot integrates with QuickBooks Online via Intuit's OAuth. Your use of that connection is also subject to Intuit's own terms. The connection is read-only and is used solely to import data needed for your filings. You may disconnect at any time within Plain Dot, which revokes our access. We are a Member of the Intuit Developer Program. We are not affiliated with, endorsed by, or a partner of Intuit beyond that membership.

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, sanctions, cyberattacks, internet or telecommunications failures, AI model provider outages, or outages or disruptions in government systems used to receive filings (including IRS IRIS, IRS FIRE, SSA, ACA Information Returns, and state taxing-authority portals). Filing deadlines missed solely because of a force majeure event are not a breach of this Agreement; the parties will work in good faith to resume performance and to use any available extensions or relief offered by the affected authority.

We may identify you as a Plain Dot customer and use your name and logo in our customer lists and marketing materials in a reasonable manner consistent with your brand guidelines. Either party may revoke this permission on 30 days' written notice. Any additional case study, testimonial, or quote will require your prior approval.

17.1. Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts-of-law principles. The federal and state courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to personal jurisdiction and venue there. Each party waives any right to a jury trial.

17.2. Equitable relief. A breach of confidentiality, intellectual property, or acceptable-use obligations may cause irreparable harm for which monetary damages are inadequate. Either party may seek injunctive or other equitable relief without posting a bond, in addition to other available remedies.

17.3. Assignment. You may not assign or transfer this Agreement, in whole or in part, without our prior written consent, except that you may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided that the successor is not a competitor of ours and you give us prompt written notice. We may assign this Agreement freely. Any prohibited assignment is void.

17.4. Notices. Notices to us must be in writing and sent to hello@plaindot.com with a copy to 1210 Rosehill Blvd, Niskayuna, NY, 12309. Notices to you may be given by email to the address associated with your account or through the Services. Notices are deemed received when sent by email (absent a bounce) or when delivered if sent by hand or recognized courier.

17.5. Modifications to these Terms. We may update these Terms from time to time. If we make a material change, we will give you reasonable advance notice (for example, by email or in-product notice). Continued use of the Services after the effective date of the change means you accept the updated Terms. If you do not accept them, your only remedy is to stop using the Services before they take effect; the prior version will govern any pre-change period.

17.6. Amendments. Other than updates we make under Section 17.5, any amendment to this Agreement must be in writing and signed by an authorized representative of each party.

17.7. No partnership or agency. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

17.8. No third-party beneficiaries. This Agreement is for the benefit of the parties only and does not create any rights for any third party.

17.9. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force, and the invalid or unenforceable provision will be modified to the minimum extent needed to make it valid and enforceable.

17.10. Waiver. A party's failure or delay to enforce any right or provision is not a waiver of that right or provision.

17.11. Export controls and sanctions. You will comply with all applicable export-control and sanctions laws, including those of the United States, and will not access or use the Services in a sanctioned country or in violation of US economic sanctions or export controls.

17.12. US government rights. The Services are "commercial items" and "commercial computer software" as those terms are used in FAR 12.212 and DFARS 227.7202. Any use, duplication, or disclosure by the US government is subject to this Agreement.

17.13. Entire agreement. This Agreement is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous discussions, agreements, and understandings.

17.14. Counterparts and signatures. This Agreement may be signed in counterparts, including electronically, each of which is deemed an original and which together form one agreement.

Questions about these Terms? Email us at hello@plaindot.com.