CERTIFIED TAX PLANNER MEMBERSHIP AGREEMENT
The American Institute of Certified Tax Planners, Inc., a California non-profit corporation, (“AICTP”) congratulates you for meeting the requirements to become a Certified Tax Planners Member. This Agreement sets forth the terms of your membership, including your rights and obligations and conditions under which you may maintain your membership.
1. Definitions
a. The designations “you”, “your” and similar second person pronouns will refer to that person whose name appears above as a member.
b. “AICTP website” means that website owned and operated by AICTP, presently located at the domain www.certifiedtaxplanners.org and www.certifiedtaxcoach.com
c. “AICTP Education Requirements” mean the training and education requirements AICTP promulgates from time to time for persons to become Certified Tax Planner Members and to maintain their status as Certified Tax Planner Members. The AICTP Education Requirements in effect as of the date of this Agreement are set forth in Exhibit A to this Agreement.
d. “Continuing Education Period” means the one (1) year period commencing on the date of this Agreement and each subsequent one (1) year period commencing on each anniversary date of this Agreement.
e. “Designation” means the word “Certified Tax Coach,” the letters “CTC”, the word “Certified Tax Planner,” the letters “CTP”, the word “Certified Tax Strategist,” the letters “CTS” and other professional designations that AICTP may approve from time to time that Certified Tax Planner Members may use to identify themselves as being Certified Tax Coaches, Planners and Strategists.
f. “Initial Membership Requirements” mean those requirements you must satisfy in order to become a Certified Tax Planner Member listed in Section 2 of this Agreement.
g. “Membership Fee” means the fee payable to AICTP as a condition to becoming and remaining a Certified Tax Planner Member;
h. “Materials” means those educational and advertising materials, tax strategy presentation materials, document templates and other written materials (both in paper and electronic form) that AICTP makes available to Certified Tax Planner members.
i. “Trademarks” means those trademarks and certification marks, including word marks, logos and the Designations, which AICTP owns and which are identified in Exhibit B to this Agreement. Trademarks will also include any additional modifications AICTP makes or approves to those trademarks and additional marks which AICTP may designate from time to time in its discretion.
2. Admission as Member. You shall become a Certified Tax Planner Member upon your satisfaction of the Initial Membership Requirements or, if you have already satisfied the Initial Membership Requirements, on the date of this Agreement. The Initial Membership Requirements are as follows:
a. You must have completed the AICTP Education Requirements for becoming a Certified Tax Planner within the period specified in the enrollment form for the education courses provided by AICTP;
b. All of the representations and warranties you are making to AICTP in Section 8.b of this Agreement must be true and correct in all respects;
c. You must have paid the initial installment of the monthly membership fee;
d. You must have paid the enrollment fee; and
e. You must have entered into this Agreement.
3. Rights as Member. For such period as you are a Certified Tax Planner, and subject to your compliance with the terms of this Agreement, you will have the following rights and licenses:
a. License to Use Trademarks. You will have a nontransferable, non-sublicensable license to display the Trademarks in advertisements for your services, on your letterhead, on websites through which you provide or advertise your services and other written materials which identify and promote tax planning and tax preparation services you provide. You may only display the Trademarks to identify and promote your tax planning and tax preparation services, and not to identify or promote any other goods or services you may provide or the goods or services of any other person. You will have a nontransferable, non-sublicensable license to use the Designations in written materials and in oral presentations to identify yourself as a Certified Tax Coach, Planner, and Strategist.
b. License to Materials. You will have a nontransferable, non-sublicensable license to use, copy and display the Materials in connection with promoting and conducting your tax planning services. If you have purchased a multi-user license for the Materials, your employees may also use, copy and display the Materials for these purposes and for training purposes, provided that: (i) those employees are at all times under your supervision and control; and (ii) such license will remain in effect with respect to each such employee only for that period in which that employee remains in your employee and under your supervision and control.
4. Obligations Concerning Trademarks and Materials
a. Use of Trademarks. You agree to use the Trademarks and Materials only for the purposes set forth above. You agree to use the Trademarks and Materials in accordance with AICTP’s Trademark and Document Usage Guidelines (the “Guidelines”) as in effect from time to time. You agree not to alter, add to, delete from or make any other change of any kind to any of the Trademarks, nor will you incorporate all of any part of any Trademark with any other identifying mark or designation in any manner without the prior written approval of AICTP, which may be withheld for any reason. You agree that you shall not remove, and shall reproduce exactly without modification, all trademark, copyright and other legal notices AICTP requires be displayed with the Trademarks and Materials.
b. Use of Materials. You understand that the Materials are licensed to you, not sold, and that you may only use the Materials in accordance with Section 3.b above and the Guidelines. In this regard, you shall obtain executed license agreements (which may be in the form of “shrink wrap” or “click wrap” licenses) in a form approved by AICTP from all persons to whom you provide copies of the Materials.
c. Ownership of Trademarks and Rights in Materials. AICTP is the sole owner of all rights in the Trademarks and Materials. Your rights in the Trademarks and Materials are limited solely to the licenses in Section 3. Nothing in the exercise of either party’s rights or in the performance of either party’s obligations shall expressly or by implication grant you any rights in the Trademarks and Materials other than those licenses described above.
d. Modification of Trademarks & Guidelines. AICTP may modify its Trademarks, create new Trademarks for use by Certified Tax Planner Members and discontinue Trademarks at any time in its sole discretion. AICTP may amend the Guidelines at any time in any manner in its sole discretion. AICTP will use reasonable efforts to provide you with sixty (60) days prior notice any such modifications, new Trademarks, discontinuance of any Trademarks or amendments to the Guidelines to permit you to make appropriate changes to advertisements, letterhead and other written materials in which you use the Trademarks before they enter into effect, unless AICTP concludes in good faith that it is legally required that these enter into effect sooner, in which case AICTP will so notify you. You agree to comply immediately with all of the modifications, amendments and other changes to the Trademarks and Guidelines when the same enter into effect.
e. Modifications to Materials. AICTP may modify, supplement, update and discontinue any of the Materials at any time in its sole discretion. AICTP will provide you with prompt notice of any such modifications, supplements, updates or discontinuance of any of the Materials, and copies of those Materials as modified, supplemented or updated. You shall immediately cease all use of those Materials that have been superseded or discontinued.
f. Inspection. You shall provide AICTP with samples of advertisements, letterhead and other materials upon or in which you display or otherwise use the Trademarks and Materials that AICTP requests. You shall deliver these materials promptly after the request is made, but in any event no later than five (5) days after AICTP makes that request. You shall permit AICTP to make on-site inspections of your places of business to allow AICTP to determine whether your usage of the Trademarks and Materials complies with this Agreement and the Guidelines. Such inspections shall take place during your regular business hours upon five (5) days notice from AICTP (or such later time as AICTP states in its notice) or at such other time and location as you and AICTP agree.
5. Conduct of Business. To protect the reputation of AICTP and other Certified Tax Planner members as well as AICTP’s rights in the Trademarks, you agree that, for as long as you remain a Certified Tax Planner Member, you shall conduct your business in compliance with all legal requirements applicable to your business and with the CTP Code of Ethics.
6. Ongoing Education Requirements
a. Continuing Education Requirements. As a condition to remaining a Certified Tax Planner Member, you agree to comply with the AICTP Education Requirements for continuing education for each Continuing Education Period. You will be responsible for paying all tuition, program charges and other expenses associated with all continuing education and training programs you take.
b. Changes in Continuing Education Requirements. AICTP may change the AICTP Education Requirements at any time in its discretion, and shall provide notice of all changes to the AICTP Education Requirements on the AICTP website. Any change in the AICTP Education Requirements which increases the number of course hours or requires additional courses or training in order to maintain your status as a Certified Tax Planner Member will go into effect with respect to you immediately after the end of the Continuing Education Period in which such change was made.
7. Fees
a. When Paid. The Membership Fee shall be due and payable monthly on the 20th day of each month. AICTP may provide you with a reminder of the date on which the Membership Fee is due; however, any failure by AICTP to provide such a reminder to you shall not affect your obligation to pay the Annual Membership Fee when due as a condition to remaining a Certified Tax Planner Member.
b. Amounts/Changes in Fees. The current the Membership Fee is set forth on Exhibit C to this Agreement. AICTP may change the amount of the Membership Fee at any time by posting the change in the amount of the Fee on the AICTP website. All such changes will become effective sixty (60) days after AICTP publishes notice of that change on the AICTP website.
8. Representations and Warranties.
a. AICTP. AICTP represents and warrants that it has the right to grant you the licenses to use the Trademarks and Materials and to permit you to be a Certified Tax Coach, Planner or Strategist as provided in this Agreement, and that this Agreement has been duly executed by AICTP by its authorized representative and represents a binding obligation of AICTP. WITH THE EXCEPTION OF THESE WARRANTIES, AICTP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE TRADEMARKS AND MATERIALS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
b. By You. You represent that the following is true and correct:
i. By entering into this Agreement and performing your obligations under this Agreement, you are not violating the terms of or committing any act that constitutes a default under any other agreement to which you are a party or by which you are bound.
ii. In the seven (7) years prior to the date of this Agreement, neither you nor any business of which you were an executive officer, director, manager or general partner or of which you directly or indirectly owned ten percent (10%) or more of the voting or beneficial ownership interests have or has filed a petition for voluntary bankruptcy, had an involuntary petition for bankruptcy filed against you or it (which involuntary petition was not dismissed within sixty (60) days), been declared insolvent or made an assignment for the benefit of creditors.
iii. At no time have you ever been convicted (or entered a plea of no contest) of a misdemeanor constituting dishonesty (including misappropriation of funds and breach of fiduciary duty) or of any felony which conviction was not reversed on appeal.
iv. At no time have you been found liable in any civil or administrative proceeding (which determination was not reversed on appeal) for common law fraud, tax evasion, tax fraud, violation of laws pertaining to the obligations of tax preparers, securities fraud, banking or wire fraud, breach of fiduciary duty or trust or misappropriation of funds or property.
v. At no time has any license you had to practice any profession been suspended for a period of ninety (90) days or been revoked due to violations of law or rules of ethical conduct applicable to that profession (unless such suspension or revocation was reversed on appeal).
9. No Implied Representations/Limitations on Liability
a. Accuracy of Materials. AICTP will use good faith efforts to assure that the Materials are accurate and to update those materials to reflect changes in tax law from time to time; however, AICTP does not guaranty that the Materials will be accurate and complete in all cases. AICTP disclaims any liability for any claim you or any client of yours or other person may have against AICTP that arises from any misstatement in or omission from the Materials, and you agree that you understand and are willing to bear this risk when using the Materials in the course of your business.
b. Incidental and Consequential Damages. IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS) ARISING FROM OR IN CONNECTION WITH AGREEMENT EVEN IF THE PARTY AT FAULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SENTENCE NOTWITHSTANDING, A PARTY MAY BE ENTITLED TO RECOVER SUCH DAMAGES IN THE CASE INVOLVING INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY OR ACTIONS CONSTITUTING FRAUD.
10. Relationship of the Parties. The relationship of the parties shall be those of independent contractors, and neither party shall be deemed to be a partner, joint venturer, employee or agent of the other. No party shall make any representation to any other person that conflicts with this Section.
11. Equitable Remedies – Injunctive Relief. You acknowledge that any use of the Trademarks and the Materials in a manner that violates the terms of this Agreement or violates or infringes upon the proprietary rights of AICTP in the Trademarks and Materials shall cause immediate and irreparable harm to AICTP for which money damages will be insufficient to provide a complete remedy. As a result, in addition to any other remedies that may be available to AICTP at law, AICTP shall be entitled to obtain injunctive relief (such as temporary restraining orders and preliminary and permanent injunctions), declaratory judgments and other equitable remedies in the event of any such violation or infringement. You agree to waive all objections to the granting of such relief, judgments and remedies on the ground that money damages are an adequate remedy and to waive the requirement that AICTP post a bond or other security as a condition to obtaining such relief.
12. Term and Termination
a. Termination at Discretion. You may terminate this Agreement at any time upon thirty (30) days notice to AICTP in your discretion.
b. Termination for Cause by AICTP. AICTP may terminate this Agreement at any time for cause upon notice to you. AICTP will be deemed to have terminated this Agreement for cause if:
i. You have failed to satisfy the annual minimum continuing education requirements for the most recently completed Continuing Education Period or have not provided a certification to AICTP, in a form AICTP specifies, confirming that you have satisfied these requirements by no later than five (5) days prior to the end of that Continuing Education Period
ii. You have committed a material breach of this Agreement (including any violation of the AICTP Code of Ethics or Trademark and Materials Usage Guidelines) and have not cured that breach to AICTP’s reasonable satisfaction within fifteen (15) days of receiving notice of that breach from AICTP;
iii. You or any business of which you are an executive officer, director, manager or general partner or of which you directly or indirectly owned ten percent (10%) or more of the voting or beneficial ownership interests files a petition for voluntary bankruptcy, has an involuntary petition for bankruptcy filed against you or it (which involuntary petition was not dismissed within sixty (60) days), is declared insolvent or makes an assignment for the benefit of creditors;
iv. You are convicted (or enter a plea of no contest) of a misdemeanor constituting dishonesty (including misappropriation of funds and breach of fiduciary duty) or of any felony;
v. You are found liable in any civil or administrative proceeding (which determination was not reversed on appeal) for common law fraud, tax evasion or tax fraud, violation of laws pertaining to the obligations of tax preparers, securities fraud, banking or wire fraud, breach of fiduciary duty or trust or misappropriation of funds or property.
vi. Your license or other right to conduct business as a tax advisor, tax preparer or to engage in any other profession is suspended for more than ninety (90) days or revoked due to violations of law or rules of ethical conduct applicable to that profession.
c. Termination for Cause by You. You may terminate this Agreement at any time if AICTP has committed a material breach of this Agreement and has not cured that breach to your reasonable satisfaction within fifteen (15) days of receiving notice of that breach from you.
d. Effect of Termination
i. Upon termination of this Agreement, you shall immediately cease to be a Certified Tax Planner Member. In that regard, you shall no longer have the rights set forth in Section 2 and you shall immediately upon termination of this Agreement: (i) cease all use of the Trademarks, Designations and Materials; and (ii) cease referring to yourself as a Certified Tax Planner Member in any manner, including in all advertisements of your business and its services and in communications with clients, vendors and members of the public.
ii. Unless you have terminated this Agreement for cause pursuant to Section 12c, you shall not be entitled to any refund of any payments you have made to AICTP upon termination of this Agreement, including any portion of the Membership Fee and any tuition payments you have made to meet the Initial Membership Requirements or the Continuing Education Requirements. If you terminate this Agreement for cause during the initial term of this Agreement, you will be entitled to a refund of the prorated portion of the Membership Fee you have paid for the month in which your termination of this Agreement became effective, but no additional amounts. Except for the refund of the portion of the Membership Fee described in this Section, you shall not be entitled to any refund of any fee or other payment made to AICTP in connection with your termination of this Agreement for cause.
iii. With the exception of those rights and obligations in this Agreement that by their express terms apply only to the period in which you are a Certified Tax Planner Member, all provisions of this Agreement shall survive the expiration or termination of this Agreement.
e. No Limitation on Action. The decision of a party to terminate this Agreement shall not constitute the sole remedy available to a party in the event of a breach of this Agreement, nor shall any termination of this Agreement constitute an election not to assert any other remedy which might be available to that party under this Agreement or applicable law.
13. Miscellaneous
a. Governing Law/Venue. This Agreement is governed by the laws of California, excluding any conflicts of laws principles of that state that would apply the laws of any other jurisdiction. All actions to enforce or construe this Agreement as well as all actions that relate to the business transactions and relationship between the parties described in this Agreement shall be adjudicated exclusively in the California State Courts in the County of San Diego and the United States Federal Courts in the Southern District of California. All parties waive all objections to the bringing of any such action in those courts on the grounds of lack of personal jurisdiction, improper venue or forum non conveniens.
b. Assignment. You may not assign your rights or obligations under this Agreement in any manner, including by operation of law, without the prior written consent of AICTP, which consent it may withhold in its sole discretion. Any attempted assignment made in violation of this Section shall be null and void. Except as provided in the previous two sentences in this Section, this Agreement shall be binding up and inure to the benefit of the successors and assigns of the parties.
c. Notices. All notices to be given to a party under this Agreement shall be in writing. With the exception of notices of changes to the Code of Ethics, AICTP Education Requirements and Trademark Guidelines, which will be deemed given and received upon AICTP’s posting those changes on the AICTP website, notices to be given under this Agreement shall be sent as follows:
i. Notices to AICTP shall be delivered to the address set forth below or to such other address as AICTP advises you in writing:
The American Institute of Certified Tax Planners
8885 Rio San Diego Drive Ste 237
San Diego, CA 92108
Attention: Membership Services
E-mail: [email protected]
ii. Notices to you shall be delivered to the address appearing below your signature to this Agreement or such other address as you provide to us in writing.
iii. Notices shall be delivered by one of the following means: (1) personally by hand delivery; (2) by recognized overnight courier (such as Federal Express) for overnight delivery with delivery charges paid by the sender; (3) by first class mail, postage prepaid; and (4) by e-mail with confirmation of receipt by the intended recipient. Notices that are properly addressed shall be deemed delivered and received upon actual receipt if delivered by hand or by e-mail, one (1) business day after deposit with the overnight courier and five (5) business days after deposit in the U.S. mail.
d. Fees and Costs. If any party brings an action which arises out of or relates to this Agreement or the transactions or relationships between the parties that are the subject matter of this Agreement, the party who substantially prevails shall be entitled to recover all costs and expenses (including reasonable attorneys’ fees) that party incurred in prosecuting or defending that action, in enforcing a judgment rendered in that action and in any successful appeal in that action. The right to recover those costs and expenses shall be in addition to, and not in lieu of, any other remedy to which that party may be entitled.
e. Amendments/Waivers. This Agreement may not be amended unless that amendment is in the form of a written instrument signed by both parties. This Section shall not be interpreted to limit the right of AICTP to alter or amend the CTP Code of Ethics, the Trademark Guidelines, the AICTP Education Requirements, the Initial Membership Fee and Annual Membership Fee. No right under this Agreement will be deemed waived unless that waiver is in writing and is signed by the party who has been charged with waiving that right.
f. Rules of Interpretation
i. Except where the term “business days” is used, all references to “days” in this Agreement shall mean calendar days. “Business days” shall mean any day other than a weekend day or a federal holiday on which banks in San Diego, California are authorized to remain closed.
ii. If the day on which any notice or action is otherwise due or required to be taken falls on a day other than a business day, then that notice or action shall be due or be required to be taken on the first business day thereafter.
iii. As used in this Agreement, the word “including” shall mean “including, but not limited to.”
g. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original.
h. Effective Date. This Agreement shall enter into effect on the later of: (i) the date set forth on the first page of this Agreement; and (ii) the date on which the last party to execute this Agreement has done so.
i. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether oral or written, with respect to that subject matter.
CERTIFIED TAX PLANNER MEMBERSHIP AGREEMENT EXHIBITS:
EXHIBIT A
AICTP Education Requirements
In effect as of [DATE]
Educational Requirements
• New Certified Tax Planner Members must have completed no less than 24 hours of tax planning training, 24 of which is provided by the American Institute of Certified Tax Planners, Inc. (“AICTP”).
• Certified Tax Planner Members must complete annually no less than 12 hours of continuing education training, 12 hours of which is provided by the AICTP and 12 hours of which may be provided by other approved tax education providers.
Examination Requirements
• New Certified Tax Planner Members must have completed and passed the AICTP New Member Presentation Case Study
• Examination is in multiple parts. All parts of the examination must be completed within 12 months from the date the Certified Tax Planner Member applicant applied for membership as a Certified Tax Planner Member.
EXHIBIT B
LIST OF TRADEMARKS
1. “Certified Tax Coach”
2. “CTC”
3. Certified Tax Coach logo shown below:
4. Certified Tax Planner logo shown below:
5. Certified Tax Strategist logo shown below: