SERVICE and LICENSING AGREEMENT
Why You’re Reading This Document
This Service and Licensing Agreement (the “Agreement”) is designed to clearly communicate our mutual expectations for working together and to outline the terms under which you may utilize our Intellectual Property.
Bodner & Clark has made a significant investment to develop and establish our brand, materials and Intellectual Property (the “IP”). This Agreement outlines the exclusive terms and conditions under which you may acquire a limited right to both the services and the benefit from Bodner & Clark LLC’s valuable IP and Materials.
Please raise any questions or concerns before signing to ensure we are entirely "on the same page" before moving forward. Your signature confirms your understanding and acceptance of these combined terms.
In exchange for agreeing to work with and the right to benefit from Bodner & Clark’s IP, you agree to be bound by the following conditions.
Parties. This Agreement is made between Bodner & Clark LLC, a Limited Liability Company operating out of the State of Texas (“Bodner & Clark”, “we”, “our”, and “us”) and you, the undersigned (electronically) or person who has clicked “I Agree” to this Agreement (“you” and “your”).
Our Commitment to You. We promise to provide you with Tax professional education and implementation content and Standard Operating Procedure (SOP) packages, (the “Services”). In order to provide the best possible product and services, we will also do the following:
2.1 Our Objective. It is our primary goal to help you achieve and exceed your business and operational objectives. With this in mind, we will strive to provide you with the highest quality Tax professional education and implementation content plus comprehensive Standard Operating Procedure (SOP) packages designed to streamline your operations and exceed your expectations
2.2 Communication. Communication is important to us and in this light we will do our best to clearly communicate with you about any preparation instructions, follow-up information, or scheduling details related to your Services to ensure a smooth and effective partnership.
2.3 Entertaining Education: We commit to making complex tax education as engaging and entertaining as possible.
2.4 Accurate, Current Content: You will receive content that is accurate, current, and easily digestible, specifically tailored for tax professionals.
2.5 Implementation Mastery: You will gain the ability to fully understand and confidently implement complex tax strategies on behalf of your clients.
2.6 Top-Tier Performance: Our goal is to equip you to be among the top 5% of tax professionals when it comes to the proper implementation of complex tax strategies.
Qualifications. We hold the following professional qualifications and certifications: IRS Enrolled Agent (EA) and Master's in Taxation.
Here is what we will be doing together: We provide extremely detailed materials on specific tax concepts and tax strategies to help other tax professionals properly educate and implement these strategies on behalf of clients in their own firms. The intended purpose is to help other tax professionals properly educate and implement these strategies on behalf of clients within their own businesses. These detailed materials include:
4.1 Extremely Detailed Research
4.2 Implementation Templates
4.3 Standard Operating Procedures (SOPs)
4.4 Authoritative Sources
4.5 Pro-Forma Tax Returns
5. Here is what we will not be doing together: We do not execute the strategies on your behalf or on behalf of your clients.
6. What We Expect of You. Just as you are investing in us, we are also investing time and energy in you. For you to gain the most from the Services, here is what we expect of you:
6.1 Respect. We expect you to show kindness and respect to all staff and everyone you interact with, including fellow professionals, within the Bodner & Clark community.
6.2 Time Integrity. We expect you to commit to your professional development by attending each scheduled session or live training on time, ready to participate.
6.3 Ownership. You are responsible for your own professional development, ethical decisions, and business actions related to the implementation of the Services and use of our templates.
6.4 Commitment. We expect you to be committed to the Services and take steps to help improve your business's processes and client outcomes.
6.5 Communication. We expect you to be upfront and honest about your business's current procedures, specific compliance concerns, and technical background. We can’t provide targeted help if we don’t understand what you are currently experiencing!
6.6 Engagement. Take the time to attend classes live or watch the recorded classes in full, regardless of how well you think you know the material, as standards and best practices evolve quickly.
6.7 Sequential Learning. It is highly advisable to watch each class/series in the order it's presented, rather than skipping around, as each class builds upon the previous one and is strategically presented in a specific order for proper context.
6.8 Financial Responsibility. You will honor our agreed-upon payment arrangement.
6.9 Open Mindset. You will come to each class with an open mind and an eagerness to learn new and efficient ways to handle tax and accounting challenges and implement new strategies.
6.10 Content Mastery. Take the time to fully digest the content and avoid trying to memorize everything you hear, as these templates and strategies are intended to be referred back to over time/as needed.
6.11 Implementation Adherence. You will follow the provided authoritative guidance on how to properly implement each tax strategy BEFORE putting this information on a client's tax return.
6.12 Support Utilization. You will reach out to Bodner and Clark support if you are unsure of any specific implementation nuances related to the provided education or SOPs.
6.13 Documentation. You will have the required documentation/substantiation on file for each client that you implement any tax strategies taught at Bodner and Clark, in line with professional standards.
7. Term and Termination. Either party may terminate this Agreement by providing 30 days advance notice. (the “Term”).
7.1 You can cancel your monthly membership at any time during the month. Unused time will not be prorated. Your membership will terminate at the end of your current billing cycle.
7.2 You can cancel your membership using the same method you used for sign-up. If you are unsure, please contact us via email. All cancellations will be processed within the terms of this agreement. Fees and penalties may apply.
7.3 Bodner & Clark may terminate this Agreement, effective immediately, if you violate any of the terms or conditions of this Agreement.
8. License. Bodner & Clark grants you the limited, non-exclusive, non-transferable, revocable license, without warranty, to use the IP and Materials, as per the terms outlined in Schedule “A” License Agreement and Fees. We are granting you special permission to use our IP in a limited way without permission or authorization to distribute, sell or license them to anyone else, according to the conditions set out in this Agreement (the “License”).
8.1 For the purpose of this Agreement, "Intellectual Property (IP)" means all proprietary content, methodology, instructional materials, words, and images that form the basis of Bodner & Clark LLC’s accounting and tax consulting methods, training, and documentation. This includes all Standard Operating Procedures (SOPs), workflow templates, guides, graphic designs, and registered trademarks provided under this License, which are not generally available to the public. You acknowledge and agree that this IP contains valuable trade secrets and Confidential Information of Bodner & Clark LLC, and Bodner & Clark LLC retains all ownership of this IP.
9. Payment. Payment details and cost for the Services are outlined in Schedule “A” License Agreement and Fees.
9.1 Payment Method. By signing up for this subscription membership, you authorize us to automatically charge your payment method the agreed amount on the scheduled date each billing cycle.
9.2 Declined Charge. In the event of a declined monthly membership payment, we will allow you five (5) days to update your payment information. If your next payment is unsuccessful, your membership will be cancelled.
9.10 Chargebacks. It is common for the bank or lender managing a chargeback dispute on your behalf to retain fees and administration costs, resulting in a loss for Bodner & Clark for the services already rendered. You will also be responsible for any fees and administrative costs that are deducted from us as a result of a chargeback issue that results in a determination in favor of Bodner & Clark.
10. Fluctuation of Payments. You understand that we reserve the right to change our prices and that in your acceptance of these new prices and continued payment, you continue to be bound to all the terms of this Agreement. We will always provide at least 30 days notice before raising any prices, and we will communicate with you to ensure you are aware of any changes.
11. Cancellations and Refunds. Integrity and keeping your word are the cornerstones of all success. With that in mind, this is how we’ve drafted our cancellation and refund policy:
11.1 Refunds. Our Services and Products are non-refundable. Any deviation from this policy will be considered on a case-by-case basis at our sole discretion.
11.2 Cancellation & Reschedule Policy for Consultations. This Cancellation Policy applies to scheduled Partner Consultations, provided it is within the timeframe of this Agreement. Consultations may not be rescheduled after the Agreement has expired or been terminated. The following terms govern changes or cancellations of a confirmed Partner Consultation:
11.2.1 More than 24-hour notice: There is no charge to reschedule the consultation.
11.2.2 Less than 24-hour notice: A $200 rebooking fee will be applied to reschedule or cancel the consultation. (This fee is payable before a new consultation time can be confirmed.)
11.2.3 No-show without notice: A $400 rebooking fee will be applied. (This fee is payable before a new consultation time can be confirmed.)
12. Our Relationship. The relationship between Bodner & Clark (the Licensor) and you (the Licensee) is strictly that of licensor and licensee. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Furthermore, Bodner & Clark is not acting in a fiduciary capacity with respect to you. You have absolutely no authority to make or accept any offers, representations, or warranties on behalf of Bodner & Clark, nor can you act for or bind Bodner & Clark in any manner. You must not make any statements or take any actions that contradict the relationship defined here or that might confuse or mislead any person regarding the nature of our arrangement.
13. Waiver. Before the Services can begin, you must sign and accept our Waiver and Release of Liability. Please read it carefully and ensure you understand it. You must agree to both the waiver and this Agreement to ensure that we are certain you understand and agree to them.
14. Force Majeure. Bodner & Clark won't be held responsible for any problems, suspensions, or delays in delivering the Courses, Services, or SOP Templates if the issue is caused by an unavoidable event outside our control (a "Force Majeure Event"). This includes things we couldn't reasonably predict or prevent, such as major internet outages, server failures, unexpected changes to tax law that affect content, pandemics, natural disasters, or other Acts of God. Should such an event occur, our service obligations will pause until the issue is resolved. While we will always work to fix the problem and restore access, you will not be entitled to any refunds during this service suspension period.
15. Indemnification. You hereby agree to release, hold harmless, indemnify, and waive any and all claims against Bodner and Clark LLC and its members, owners, directors, officers, contractors, employees, affiliates, and assigns (the “Released Parties”) with respect to any and all liability, damages, costs, and expenses (including reasonable attorneys’ fees) incurred or in any way associated with, or arising from:
15.1 Your use of the Services or Products
15.2 Any claim or cause of action brought by any third party (including your clients) against the Released Parties that is based on or related to your reliance upon or use of the Templates in connection with your services to that third party.
This release and indemnity includes, but is not limited to, claims related to loss of income, loss of data, incorrect regulatory information, professional negligence, or any form of damages, and applies regardless of the cause, except in the case of liability arising directly from the gross negligence or willful misconduct of Bodner and Clark LLC. You are releasing the Released Parties at your own risk, and you agree to forfeit any and all forms of legal recourse that may be available to you (with the sole exception noted above). You agree that this provision applies to you, your family, heirs, executors, or anyone else who may be able to bring a legal action on your behalf in the future.
16. Arbitration. Any controversy or claim arising out of or relating to this Disclaimer shall be settled exclusively by binding arbitration conducted in the State of Texas or through such other arbitrator as mutually agreed upon by the parties. The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction. The losing party shall bear the costs of arbitration. The arbitration award shall be final and binding upon the parties, and the parties hereby waive any rights to appeal or challenge the award, to the extent permitted by applicable law. This arbitration clause shall survive the termination or expiration of this contract
17. Standard Legal Things. Choice of Laws and Venue. This Agreement will be governed exclusively by the laws of the State of Texas. The parties agree to irrevocably submit all claims to the exclusive jurisdiction of the courts of the State of Texas. Severability. If any provisions of this Agreement are invalid or unenforceable, the other provisions in the Agreement will remain in full force and effect. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and replaces any prior agreements. Waiver of Breach. The waiver by me of any breach by you of any provision of this Agreement will not be taken to be a waiver of any further breaches by you. Notice. For the purpose of this Agreement, e-mail or text will suffice for written notice when required as set out above. Headings. The headings used in this Agreement are for stylistic purposes only and none of the content in the headings are intended to be legally binding. Counterparts. This agreement may be signed in any number of counterparts, each of which is an original, and all of which taken together constitute one single document. Online Agreement. We agree that this Agreement may be signed electronically or agreed to by having you click “I Agree”, the effect of which will be the same as if we signed the Agreement by hand and the intention of which is that both parties desire to be bound by all the terms of the Agreement.
Schedule “A” License Agreement and Fees
The following conditions govern your License to use the Bodner & Clark SOP Templates (the "Intellectual Property (IP)"). Violation of any condition grants Bodner & Clark the right to immediately terminate this agreement. Bodner & Clark reserves the right to demand the removal of any content used by you that violates their rights.
You may only use the IP as expressly stated in this Agreement and according to the following conditions:
Limited Scope of Use: The IP may only be used internally by your business for the purpose of providing client services. This includes adapting any of the IP for your business’s internal processes to serve your clients.
Non-Modification of Core Content: You shall not change or modify the core content, methodology, or branding of the IP in a way that misrepresents the Bodner & Clark’s intellectual property or quality standards. You may, however, insert your business name, logo, client-specific details, and necessary workflow adaptations into the templates for internal use.
Expansion of Use: If you wish to use the IP for any purpose other than providing client services (e.g., creating a training course, developing a software product, or licensing them to other businesses), you must obtain prior written permission from Bodner & Clark. You are strictly prohibited from engaging in the following activities with respect to the IP:
3.1 Resale or Sub-licensing: You shall not sell, rent, lease, sub-license, distribute, or otherwise transfer the Materials, in whole or in part, to any other person, entity, or firm, even if that firm is affiliated with you, without express written consent from Bodner & Clark LLC.
3.2 External Training/Certification: You shall not use the IP to develop, market, or conduct any training course, workshop, seminar, or certification program for any third party (including employees of other businesses) that uses or relies on the Bodner & Clark LLC methods or content.
3.3 Product Development: You shall not use the IP as the basis for, or integrate them into, any software product, application, automated workflow, or service intended for sale or distribution to third parties.
3.4 Public Display: You shall not display or post the entire IP on any public-facing website, shared drive, or network.
3.5 Required License Language: You must include the following "used under License" language on all electronic or printed materials that use the Bodner & Clark IP and are provided to clients or third parties:
3.6 Request for Expanded Use. Should you wish to use the IP for any purpose beyond internal client services, including (but not limited to) the activities listed above, you must submit a written request to Bodner & Clark LLC outlining:
3.6.1 The specific IP and content you intend to use.
3.6.2 The exact nature and scope of the proposed expanded use.
3.6.3 The target audience for the expanded use.
3.6.4.Bodner & Clark LLC reserves the right to grant or deny any such request for expanded use, or to require a separate, negotiated license agreement and additional fees, in its sole and absolute discretion.
Media Policy: You may not use the IP in any news or public media (including case studies or articles that feature the Materials) without Bodner & Clark’s prior written approval. You must promptly notify Bodner & Clark if you become aware of coverage in advance.
Non-Disparagement: You must not make any remarks, comments, or create content that Bodner & Clark may determine, in its discretion, disparages or is detrimental to Bodner & Clark’s intellectual property, brand, or associated goodwill. You agree to promptly comply with any instruction to remove or withdraw such content.
Legal Compliance: You shall ensure compliance with all applicable local, state, and federal laws and regulations governing your operations and client services while using the Materials.