Terms of Use

Effective

These Terms of Use ("Terms") govern your use of the website at traceprep.com (the "Site"). The Site is operated by TracePrep Inc., a Texas corporation ("TracePrep", "we", "us", "our").

This version. These Terms replace the terms published at traceprep.com/terms in August 2026. They took effect on 19 September 2026, the day they were published.

Use of the TracePrep product application is governed by the Product Application Terms, which are published when the application is released. Our Privacy Notice and Disclaimer are incorporated into these Terms by reference.

Order of precedence. These Terms govern all use of the Site, including use by a firm or by an individual affiliated with one. The Product Application Terms govern all use of the product application. Where a single claim arises from both, the Product Application Terms control. Where either conflicts with the Privacy Notice on how information is handled, the Privacy Notice controls.

By accessing or using the Site, you accept these Terms on behalf of yourself and any entity you represent, and you represent that you are at least 18 years old and have the authority to do so. If you do not agree, do not use the Site.

1. What TracePrep is

TracePrep is a Reasonable Compensation Study platform for CPA, EA, and accounting firms. It runs the S-corp reasonable-compensation Study: your firm builds traceable evidence, your firm's Reviewer signs off, and the workpapers are your firm's to keep and export. After a subscription ends, finalized Studies stay downloadable for three years, and the Product Application Terms set the details.

TracePrep is software. It does not give tax, legal, or accounting advice, and it does not stand in for the professional judgment of the firm using it. The Reviewer at your firm reaches the conclusion. TracePrep supports that work.

TracePrep Inc. is a software company. It is not a CPA firm and does not perform accounting services.

2. What a Study does and does not do

A Study gives your firm traceable evidence to support its own conclusion. It does not guarantee how a tax authority will treat any position, and it does not replace the review your firm performs. The judgment stays with your people.

3. Using the Site

You may read the Site and get started by giving your work email, which tells us you are interested and lets us reach you. Giving your email here does not itself begin a Study, and it does not create an account, a subscription, or an engagement of any kind.

You agree not to:

  • disrupt, overload, or interfere with the Site or its infrastructure;
  • attempt to gain access to any part of the Site, any account, or any system that is not intended for you;
  • scrape, crawl, or harvest the Site at a rate or scale that degrades it for others. Where the Site publishes machine-readable access directives, those directives govern crawl permission and access rate only, and control over this bullet to the extent they are broader. They do not modify any other restriction in this section;
  • copy, republish, or resell Site content beyond ordinary reading and fair use;
  • use the Site to build or train a competing product, or to reverse engineer the methodology behind a Study;
  • use the Site in violation of any applicable law.

The email you provide is handled as described in the Privacy Notice. Please keep it accurate.

4. Intellectual property

The Site and its content, including text, layout, graphics, and the TracePrep name and marks, are owned by TracePrep Inc. or its licensors and are protected by copyright, trademark, and other laws. These Terms grant you no license to our marks and no rights in the Site beyond the ordinary use described above.

Any feedback you send us about TracePrep is given without obligation on our part, and we may use it freely.

5. Third-party services and links

The Site links to, and sends information through, services we do not control, including without limitation:

  • Messages you send through the Contact page are delivered to ClickUp, the service we use to track and answer them, and are handled as described in the Privacy Notice.
  • The Site may link to third-party sites and public data sources. A link is not an endorsement, and we are not responsible for third-party content or practices.

The vendors we use to host, store, measure, and deliver the Site are named in the Privacy Notice. That list, not this section, is the record of who handles information about you.

We do not host user-submitted content on the Site. What you send through the Contact page is handled as described in the Privacy Notice. We do not rely on the 17 U.S.C. §512(c) hosting safe harbor and maintain no designated agent. If you believe Site content infringes your copyright, tell us through the Contact page and we will act on it.

6. No warranty

THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, TRACEPREP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY FIGURE, SOURCE, OR REFERENCE ON IT IS CURRENT, COMPLETE, OR SUITED TO YOUR SITUATION.

Nothing on the Site is tax, legal, or accounting advice. See the Disclaimer.

7. Limitation of liability

Read this section. It limits what we owe you, including for claims based on our own negligence.

TO THE FULLEST EXTENT PERMITTED BY LAW, TRACEPREP AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF WE WERE ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TRACEPREP AND ITS OFFICERS, EMPLOYEES, AND AGENTS FOR ALL CLAIMS RELATING TO THE SITE IS LIMITED TO ONE HUNDRED UNITED STATES DOLLARS (US$100), INCLUDING FOR CLAIMS ARISING FROM OUR OWN NEGLIGENCE.

THESE EXCLUSIONS AND LIMITS APPLY REGARDLESS OF THE FORM OF THE CLAIM AND SURVIVE AND APPLY EVEN IF A LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE. This section does not limit liability that cannot be limited under applicable law.

The US$100 figure is deliberate and is not a business decision left open. The Site is a free, read-only marketing site that holds no client data and charges no fee, so there is no fee base to measure a cap against. Liability arising from use of the product application is addressed in the Product Application Terms, under the precedence rule stated at the top of these Terms.

8. Indemnity

You agree to indemnify and hold TracePrep Inc. harmless from any claim, demand, loss, or expense, including reasonable legal fees, arising out of your use of the Site in breach of these Terms or in violation of law or the rights of a third party.

THIS INDEMNITY DOES NOT REQUIRE YOU TO INDEMNIFY, DEFEND, OR HOLD US HARMLESS FOR A CLAIM CAUSED BY OUR OWN NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

We will give you prompt written notice of a claim we want indemnified, and you may control its defense with counsel reasonably acceptable to us. Our failure to give prompt notice relieves you of your obligations only to the extent you are actually prejudiced by the delay. You may not settle a claim in a way that admits our liability, imposes an obligation on us, or fails to release us fully, without our prior written consent. We will cooperate reasonably at your expense, and we may participate at our own.

9. Changes to the Site and to these Terms

We may change, suspend, or discontinue any part of the Site at any time.

These Terms are versioned. Each version is published under /legal/versions/, indexed by its effective date, and stays available there. This version took effect on 19 September 2026, the day it was published, and is at /legal/versions/2026-09-19/terms. A material change to these Terms takes effect no sooner than 30 days after it is published, and the prior version continues to control until then. Where we hold your email address because you submitted it through the Site and you have not withdrawn consent under section 12, we will email you notice of a material change on the day it publishes. Otherwise publication is the only notice you will get, so check this page before relying on it. A non-material change, such as a clarification or a typo fix, takes effect on publication. The version shown at /legal/terms is the one that applies to your use of the Site today.

10. Termination

We may suspend or end your access to the Site at any time if you breach these Terms or if we reasonably believe your use harms the Site or another person. Sections 3 through 13 survive termination.

11. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules.

Any dispute arising out of or relating to these Terms or the Site will be brought exclusively in the state or federal courts located in Dallas County, Texas, and you consent to the personal jurisdiction of those courts.

We do not require arbitration for Site disputes, and these Terms contain no class-action waiver and no jury-trial waiver. Site disputes go to the courts named above. This is our election, and it applies to this section only.

The Product Application Terms set their own dispute terms for the product application.

The version of these Terms in effect at the time of the use giving rise to a claim governs that claim, including this section.

Any claim arising out of or relating to these Terms or the Site must be brought within two years after the cause of action accrues, or it is barred, except where applicable law does not permit a period shorter than the statutory one, in which case the statutory period applies.

12. Electronic communications and notice to you

This section applies to you in your business or professional capacity, not as a consumer. You consent to transact with us electronically and to receive from us electronically any notice, disclosure, or record that would otherwise be given in writing, at the email address you provide. That consent covers notices under these Terms and under the Privacy Notice. It does not by itself make you a recipient of marketing email, and you can withdraw it, or ask us to stop emailing you, through the Contact page. Withdrawing it may mean we can no longer reach you.

We give notice to you by email where we hold your address and you have not withdrawn consent, and otherwise by posting to the affected page.

13. General

These Terms, together with the documents they incorporate, are the entire agreement between you and TracePrep Inc. about the Site. If a provision is held unenforceable, the rest stays in force. Our failure to enforce a provision is not a waiver of it. Our officers, employees, and agents are intended third-party beneficiaries of sections 6 and 7 and may enforce them; no one else acquires a right under these Terms. You may not assign these Terms; we may assign them in connection with a merger, acquisition, or sale of assets.

14. Contact

TracePrep is built by Bobby Huang, founder of TracePrep Inc. Questions about these Terms go through the Contact page.

Notices to TracePrep Inc. may be sent to [email protected] and to TracePrep Inc., 214 S Main St Ste 101-C, Duncanville, TX 75116.

View this document as the permanent 2026-09-19 record