Specialty Tax Desk

Terms of Service

Effective Date: August 1, 2026

Operated by: Opscale Exchange, LLC, a Colorado Limited Liability Company ("Opscale," "we," "us," or "our")

Contact: legal@specialtytaxdesk.com

Canonical URL: https://specialtytaxdesk.com/terms-of-service

Specialty Tax Desk is a program operated by Opscale Exchange, LLC. References to "Specialty Tax Desk" throughout these Terms refer to this program as operated by Opscale.

On this page
  1. Opening Statement
  2. Section 1: Definitions
  3. Section 2: Acceptance of Terms
  4. Section 3: Description of Services
  5. Section 4: Eligibility and Registration
  6. Section 5: Client Obligations and Representations
  7. Section 6: Representations and Warranties
  8. Section 7: Fees and Payment
  9. Section 8: Confidentiality
  10. Section 9: Intellectual Property
  11. Section 10: Privacy and Data Security
  12. Section 11: SMS / Text Message Communications
  13. Section 12: Disclaimer of Warranties
  14. Section 13: Limitation of Liability
  15. Section 14: Indemnification
  16. Section 15: Term and Termination
  17. Section 16: Dispute Resolution and Arbitration
  18. Section 17: Modifications to Terms
  19. Section 18: General Provisions
  20. Section 19: Contact Information

Opening Statement

Please read these Terms of Service carefully before accessing or using Specialty Tax Desk (the "Platform"). By using Specialty Tax Desk's services, you consent to these terms. We reserve the right to modify these Terms at any time, and your continued use of the Platform after changes are posted constitutes your acceptance of those changes.

Section 1: Definitions

  • Agreement — these Terms, together with any order forms, statements of work, or referral/partner agreements incorporated by reference.
  • Client — any CPA firm, tax practice, accounting firm, or other business entity accessing the Platform or engaging Specialty Tax Desk's services, including firms applying to become advisors or referral partners.
  • Platform — the web-based service operated by Specialty Tax Desk connecting CPA and tax firms (and, through those firms, their business clients) with government incentive and specialty tax credit programs.
  • Services — eligibility assessments, program identification, documentation support, and related facilitation services described on the Platform.
  • Incentive Programs — federal, state, and local tax benefits and credits, including R&D tax credits, cost segregation studies, and similar programs referenced on the Platform.
  • Client Data — business, financial, and contact information submitted through the Platform.
  • Qualified Amount — the monetary value of any refund, credit, or incentive successfully obtained as a result of the Services.

Section 2: Acceptance of Terms

By using the Platform, you represent that you have read these Terms, are eighteen years of age or older, possess the legal authority to enter into this Agreement on behalf of yourself or the firm you represent, and agree to all incorporated policies, including our Privacy Notice.

Section 3: Description of Services

3.1 Marketplace Platform

Specialty Tax Desk connects CPA firms, tax practices, and accounting firms with government incentive programs — including R&D tax credits, cost segregation studies, and similar specialty tax programs — that they can, in turn, offer to their own business clients.

3.2 Scope of Services

Services may include eligibility screening, program identification, documentation preparation support, third-party coordination, progress tracking, and compliance support.

3.3 No Legal, Tax, or Accounting Advice

THE SERVICES PROVIDED BY SPECIALTY TAX DESK AND OPSCALE EXCHANGE DO NOT CONSTITUTE LEGAL ADVICE, TAX ADVICE, OR ACCOUNTING ADVICE.

Opscale Exchange is not a law firm or accounting firm. Clients and their end clients should consult independent, qualified professionals regarding tax matters specific to their situation.

3.4 Third-Party Service Providers

Certain specialists or service providers involved in program delivery operate independently. Opscale Exchange bears no responsibility for the quality or performance of independent third-party providers.

Section 4: Eligibility and Registration

4.1 Eligibility Requirements

Users must be legally formed U.S. business entities (or authorized representatives of one) with the proper authority to enter this Agreement, and must not be subject to any legal restriction preventing participation. Firms or individuals under investigation for tax-related crimes may not participate.

4.2 Account Registration

Where an account is required, users must provide accurate information, maintain the confidentiality of their credentials, and accept responsibility for all activity under their account. We reserve the right to terminate accounts suspected of fraud or misuse.

Section 5: Client Obligations and Representations

5.1 Accuracy of Information

All information submitted through the Platform must be truthful, complete, and accurate. Clients must provide any necessary authorizations and maintain adequate records substantiating eligibility for any program.

5.2 Cooperation

Clients must cooperate in good faith, designate a primary point of contact, provide reasonable access to necessary documentation, comply with applicable program requirements, and promptly notify us of any related government audit or inquiry.

5.3 Prohibited Conduct

Users may not submit false information, claim incentives they are not entitled to, reverse-engineer any part of the Platform, attempt to circumvent security features, or compete with Specialty Tax Desk's services without prior written permission.

Section 6: Representations and Warranties

6.1 Our Representations

We represent that we have the authority to provide the Services professionally and that we maintain reasonable security measures for Client Data.

6.2 Client Representations

Clients represent that they have the legal authority to enter this Agreement, that the data they submit is accurate, that their use of the Platform complies with applicable law, and that they have obtained any necessary consents before submitting information about third parties (including their own business clients).

Section 7: Fees and Payment

7.1 Fee Structure

Where applicable, fees are structured on a contingency basis (a percentage of the Qualified Amount) or as fixed/hourly fees, as set out in an applicable order form or partner agreement. Fixed fees are due within thirty (30) days of invoicing unless otherwise agreed.

7.2 Fee Acknowledgment

Fees, once earned, are payable regardless of whether a Client or end client subsequently returns, forfeits, or is required to repay any portion of a Qualified Amount. Clients remain responsible for any taxes or liabilities resulting from a government audit or denial. A twenty-four (24) month non-circumvention obligation applies to referrals and introductions made through the Platform.

7.3 Late Payments

Unpaid balances accrue interest at 1.5% per month (or the maximum rate permitted by law), plus reasonable collection costs and attorneys' fees.

7.4 No Guarantee of Results

FEES DESCRIBED IN THIS AGREEMENT ARE COMPENSATION FOR SERVICES PROVIDED AND DO NOT CONSTITUTE A GUARANTEE OF APPROVAL OR ANY SPECIFIC OUTCOME.

Section 8: Confidentiality

8.1 Obligations

Each party will protect the other's confidential information with reasonable care and will not disclose it to third parties without consent, except as permitted below.

8.2 Exceptions

Confidentiality obligations do not apply to information that is publicly available, already known to the receiving party, independently developed, or required to be disclosed by law.

8.3 Client Data

Client Data is treated as confidential and will not be sold or disclosed except as necessary to deliver the Services, to engage third-party service providers, to comply with legal requirements, or with written consent.

Section 9: Intellectual Property

9.1 Platform IP

The Platform and all associated software remain the exclusive property of Opscale Exchange. Clients receive a limited, non-exclusive right to use the Platform for its intended purpose.

9.2 Client Data Ownership

Clients retain ownership of their data and grant Opscale Exchange a non-exclusive license to use it as necessary to deliver the Services and make required government submissions.

9.3 Feedback

Any suggestions or feedback provided by a Client may be used by Opscale Exchange without restriction or compensation.

9.4 Aggregated Data

We may collect and use anonymized, aggregate data derived from Platform use for research and service improvement purposes.

Section 10: Privacy and Data Security

10.1 Privacy Notice

Collection and use of personal data through the Platform is governed by our Privacy Notice, incorporated into this Agreement by reference — including its provisions on mobile/SMS information, which is never shared with third parties for marketing purposes.

10.2 Client Responsibility

Clients are responsible for maintaining the security of their own account credentials. We are not liable for security failures resulting from a Client's own negligence.

Section 11: SMS / Text Message Communications

Program: Specialty Tax Desk by Opscale Exchange, LLC.

If you provide a mobile phone number and opt in to receive text messages from Specialty Tax Desk:

  • Messages include program updates, event reminders, appointment confirmations, and inquiry follow-up.
  • Message frequency varies.
  • Message and data rates may apply.
  • Reply STOP to cancel at any time.
  • Reply HELP or email legal@specialtytaxdesk.com for assistance.
  • Carriers are not liable for delayed or undelivered messages.
  • Consenting to receive text messages is not a condition of using the Platform or any Services.
  • As described in our Privacy Notice, your mobile phone number and SMS consent will not be shared, sold, or rented to third parties for marketing purposes.

Section 12: Disclaimer of Warranties

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND.

We disclaim all warranties of merchantability, fitness for a particular purpose, accuracy, completeness, uninterrupted access, and any guarantee of approval or outcome.

Section 13: Limitation of Liability

13.1 Exclusion of Consequential Damages

We exclude liability for indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data.

13.2 Cap on Liability

Our total liability under this Agreement is capped at the total fees paid by the Client in the preceding twelve (12) months, or $1,000, whichever is greater.

13.3 Essential Basis

These limitations reflect a reasonable allocation of risk between the parties and form an essential basis of this Agreement.

Section 14: Indemnification

Clients agree to indemnify Opscale Exchange against claims arising from their use of the Platform, breach of these Terms, submission of inaccurate data, government audits related to their claims, or misuse of the Services.

Section 15: Term and Termination

15.1 Term

This Agreement begins when a Client accepts these Terms and continues until terminated as described below.

15.2 Termination for Convenience

Either party may terminate with thirty (30) days' written notice. Termination by a Client does not relieve them of payment obligations for Services already performed.

15.3 Termination for Cause

We may terminate immediately for material breach (if uncured within ten days of notice), insolvency, suspected fraud, or as required by law.

15.4 Effect of Termination

Upon termination, all licenses granted under this Agreement end, any unpaid fees become immediately due, and provisions that by their nature should survive will continue to apply.

Section 16: Dispute Resolution and Arbitration

16.1 Informal Resolution

The parties agree to attempt good-faith, informal resolution of any dispute for thirty (30) days before initiating formal proceedings.

16.2 Binding Arbitration

ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION

administered by the American Arbitration Association, in Denver County, Colorado, before a single arbitrator.

16.3 Class Action Waiver

The parties waive participation in any class-wide dispute; all proceedings will be conducted on an individual basis.

16.4 Exception for Equitable Relief

Either party may seek emergency injunctive relief in court for irreparable harm.

16.5 Governing Law

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law principles. The state and federal courts located in Colorado have exclusive jurisdiction over any matter not subject to arbitration.

Section 17: Modifications to Terms

We may modify these Terms at any time by posting an updated version and/or providing notice by email. Continued use of the Platform after such changes constitutes acceptance of the modified Terms.

Section 18: General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Notice and any executed order forms or partner agreements, constitute the entire agreement between the parties.

18.2 Severability

If any provision of this Agreement is found invalid, it will be severed or narrowly modified, and the remaining provisions will continue in effect.

18.3 Waiver

No failure to exercise a right under this Agreement constitutes a waiver of that right or any subsequent right.

18.4 Assignment

Clients may not assign their rights under this Agreement without our written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of assets.

18.5 Force Majeure

Neither party is liable for delay or failure to perform due to circumstances beyond its reasonable control, including natural disasters, pandemics, or government action, provided prompt notice is given.

18.6 Notices

Notices under this Agreement must be in writing and delivered by hand, overnight courier, certified mail, or email to the addresses specified herein.

18.7 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

18.8 Electronic Signatures

Electronic signatures, including acceptance via checkbox or an "I Agree" button, constitute legally binding acceptance of this Agreement.

18.9 Headings

Section headings are included for convenience only and do not affect the interpretation of this Agreement.

Section 19: Contact Information

Specialty Tax Desk

A program of Opscale Exchange, LLC

Effective Date: August 1, 2026