Platform Terms of Use
Version 1.1 | Effective August 11, 2026
These Terms of Use form a binding agreement between you and AurellaAI, Inc. Read them before you accept them. If you do not accept them, do not access the Platform.
AurellaAI, Inc. (“AurellaAI”) operates the Aurella platform (the “Platform”). Your firm has entered into a Master Subscription Agreement with AurellaAI (the “Subscription Agreement”) under which it has licensed the Platform and has authorized you to access it as a User. These Terms of Use (the “Terms”) govern your individual access to and use of the Platform. You accept them by indicating your acceptance in the Platform before first access, and by continuing to use the Platform thereafter.
Your firm’s commercial relationship with AurellaAI is governed by the Subscription Agreement, not by these Terms, and nothing in these Terms alters that agreement. Where these Terms and the Subscription Agreement address the same subject and cannot be read together, the Subscription Agreement governs as between AurellaAI and your firm. These Terms remain binding on you.
These Terms do not create an employment, agency, partnership, or professional relationship between you and AurellaAI, and do not displace any obligation you owe to your firm, to your clients, or to any professional body.
1. PROFESSIONAL RESPONSIBILITY
This is the governing provision of these Terms, and it is stated without qualification.
The Platform surfaces authority. You exercise judgment. The Platform identifies matters for your attention, proposes positions for your consideration, and cites the authority on which each rests. It does not decide, and it does not advise.
You remain the tax professional. You are the preparer. You retain full and undiminished professional responsibility for every position taken, every return prepared, and every communication made to a client. AurellaAI is not a tax return preparer, does not render tax, accounting, legal, or other professional advice, enters into no engagement with your firm’s clients, and owes them no duty.
Accordingly, you agree to verify each output before relying on it; to read the authority cited rather than the summary of it; and to apply your own judgment to the facts of the engagement. Your obligations under applicable professional standards — including Circular 230 where it applies, the standards of your professional body, and the standards of your firm — are unaffected by your use of the Platform and are not delegated to it.
Where the Platform is silent, that silence is not an assurance. The absence of an output is not a determination that no issue exists.
2. THE NATURE OF PLATFORM OUTPUTS
The Platform employs automated processing. Its outputs are probabilistic. They may be incomplete, may be out of date, may cite authority that has been superseded, distinguished, or overruled, and may be wrong.
Tax law changes, and authority surfaced by the Platform is the starting point for your research rather than the conclusion of it. Treat a proposed position as you would treat a memorandum from a capable junior colleague: seriously, and sceptically.
3. ELIGIBILITY AND AUTHORIZATION
You may access the Platform only if you are an individual authorized by your firm as a User under the Subscription Agreement, you are at least eighteen years of age, and you have the legal capacity to enter into these Terms. Your right to access the Platform derives from your firm’s subscription and ends when your firm’s authorization ends, when your firm’s subscription ends, or when your access is suspended or terminated under Section 11.
4. YOUR CREDENTIALS
Your credentials are issued to you alone. You must not share them, must not permit any other person to use them, and must not use credentials issued to another person. Activity occurring under your credentials will be attributed to you.
You must enable and maintain multi-factor authentication where the Platform provides it, and must safeguard the confidentiality of your credentials and authentication factors. You must notify your firm immediately, and AurellaAI where you are able to do so, on becoming aware of any actual or suspected unauthorized use of your credentials or any other breach of security affecting the Platform.
Verification by text message
Where you elect to confirm a sign-in by text message, you provide a mobile number for that purpose in your Platform profile, and AurellaAI sends verification codes to that number. Codes are sent only when a sign-in using your credentials is attempted or when you request one. A code is issued to you alone and must not be shared. Message and data rates may apply. You may reply HELP to any such message for assistance.
You cannot decline verification codes while text message authentication remains your selected method, because the code is the authentication factor. To stop receiving them, select another method in your Platform profile. Do not reply STOP to a verification code. Doing so stops delivery of codes from that number, and you will be unable to complete a sign-in that requires one until you reply START to the same number or change your authentication method. Portal notifications are sent from a different number, so stopping those does not affect your verification codes. Section 10 of the Privacy Policy at https://aurella.ai/privacy describes how AurellaAI handles your mobile number, and the Text Message Terms at https://aurella.ai/sms-terms apply to those messages.
5. PERMITTED USE
You may access the Platform only to perform professional services in the course of your work for your firm, only within the scope of your firm’s subscription, and only in respect of persons who are clients of your firm. The Platform is not for personal use, for the benefit of any other organization, or for work performed outside your firm.
You are responsible for the information you submit to the Platform. You must not submit information you are not lawfully entitled to submit, and must not submit taxpayer information in respect of which the consents required under the Subscription Agreement have not been obtained by your firm, including any consent required for disclosure to or use by a service provider and any consent required for cross-border transfer.
6. PROHIBITED CONDUCT
You must not do any of the following, and must not permit or assist any other person to do so.
Circumventing controls
Attempt to access any part of the Platform, any account, or any connected system you are not authorized to access; probe, scan, or test the security of the Platform; or defeat, bypass, disable, or interfere with any authentication mechanism, access control, usage limit, audit log, rate limit, or security measure.
Reverse engineering
Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, model weights, architecture, methodology, prompts, or underlying reasoning structures of the Platform, or create derivative works based on any of them, except to the extent this restriction is unenforceable under applicable law.
Extraction and competitive use
Use any automated means to scrape, harvest, or systematically extract information or outputs from the Platform; use Platform outputs to train, fine-tune, benchmark, or evaluate any competing system; or use the Platform for competitive analysis, to develop a competing product or service, or for any purpose commercially disadvantageous to AurellaAI.
Resale and third-party access
Sublicense, resell, rent, lease, or otherwise make the Platform available to any third party, or provide access to any person outside your firm.
Unlawful use and malicious code
Use the Platform in violation of applicable law, applicable privacy legislation, or any professional standard; upload or transmit malicious code; or interfere with the operation, integrity, or availability of the Platform or the infrastructure on which it runs.
Misrepresentation
Represent to any client, regulator, court, or other person that a Platform output constitutes advice rendered by AurellaAI, or that AurellaAI has prepared, reviewed, approved, or signed any return or other filing.
Proprietary notices
Remove, obscure, or alter any proprietary notice or mark appearing on or within the Platform.
7. CONFIDENTIALITY OF THE PLATFORM
The Platform, its interfaces, its non-public functionality, its outputs, and any information concerning its architecture, methodology, or performance are confidential information of AurellaAI, and your firm owes AurellaAI a duty of confidence in respect of them under the Subscription Agreement. You agree to that duty directly.
You must not disclose that information to any person outside your firm, and must not discuss or depict it publicly, including on social or professional networks, without AurellaAI’s prior written consent. What the Platform surfaces, and how it reasons, is AurellaAI’s principal asset, and it is visible to you in the ordinary course of your work. Treat it as you would treat a client’s confidential information.
This obligation continues after your access to the Platform ends and after you cease to be engaged by your firm.
Nothing in this Section restricts you from making a disclosure required by law; from reporting a suspected violation of law to a regulator, law enforcement authority, or court; from discharging a reporting obligation imposed by a professional body; or from making any other disclosure that applicable law provides may not be restricted by agreement.
8. INFORMATION GENERATED THROUGH YOUR USE
Your use of the Platform generates information about how you work. This includes the sequence in which you perform work, how long tasks take, the decisions you record when the Platform surfaces an output and whether you accept, reject, modify, or defer it, corrections made to your work, and signals derived from the foregoing concerning your development as a practitioner. The Platform also collects ordinary technical information, including authentication events, device and browser information, feature usage, and error logs.
Your firm can see reporting derived from this information, attributed to you. Your firm decides what to do with that reporting. AurellaAI does not disclose information identifying you individually to any party other than your firm and you, and does not use it to evaluate your performance for any other party. Where AurellaAI uses this information to improve the Platform beyond your own firm, it is first de-identified and aggregated in accordance with the standards set out in the Subscription Agreement.
The Practitioner Privacy Notice describes this in full, including who sees what and what rights you have. Your firm is required to make it available to you before your first access. Your firm is the organization accountable for your personal information, and questions about why it has adopted the Platform, what it sees, and how it uses what it sees are properly directed to your firm.
By accepting these Terms you acknowledge that you have been provided with the Practitioner Privacy Notice and that you understand that your use of the Platform generates the information described in this Section.
9. MONITORING
AurellaAI logs access to and activity on the Platform, including authentication events, information access, and export. These logs are maintained for security, audit, and compliance purposes, are retained, and may be reviewed by AurellaAI and made available to your firm.
10. INTELLECTUAL PROPERTY
The Platform, and all intellectual property rights in it, remain the property of AurellaAI and its licensors. These Terms grant you no right, title, or interest in the Platform other than the limited, personal, non-transferable, revocable right to access and use it in accordance with these Terms and within the scope of your firm’s subscription.
Rights in information submitted to the Platform, and in the outputs generated from it, are allocated between AurellaAI and your firm by the Subscription Agreement. These Terms grant you no rights in either.
Where you provide AurellaAI with feedback, suggestions, or ideas concerning the Platform, AurellaAI may use them without restriction, obligation, or compensation.
11. SUSPENSION AND TERMINATION
AurellaAI may suspend or terminate your access to the Platform, with or without notice, where it reasonably believes you have breached these Terms, where your continued access presents a security, legal, or professional risk, where your firm withdraws your authorization, or where your firm’s subscription ends. AurellaAI will ordinarily raise the matter with your firm before acting, but is not obliged to do so where the risk is immediate.
Because your firm is responsible under the Subscription Agreement for its Users’ compliance, a breach of these Terms by you is a matter between you and your firm in the first instance, and between your firm and AurellaAI in the second. Certain conduct described in these Terms may also carry independent civil or criminal liability.
Sections 1, 2, 6, 7, 8, 9, 10, 12, 13, and 14 survive termination of your access.
12. DISCLAIMERS
THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AurellaAI DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION.
AurellaAI DOES NOT WARRANT THAT ANY PLATFORM OUTPUT IS ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR ENGAGEMENT, AND DOES NOT WARRANT THAT USE OF THE PLATFORM WILL RESULT IN COMPLIANCE WITH ANY LAW OR PROFESSIONAL STANDARD.
Any warranty given by AurellaAI in respect of the Platform is given to your firm under the Subscription Agreement, is enforceable only by your firm, and is subject to the limitations set out there. Nothing in this Section excludes a warranty, condition, or right that applicable law provides may not be excluded.
13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AurellaAI WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR PROFESSIONAL OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT AurellaAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AURELLAAI’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
These limitations apply to you individually. They do not limit any right your firm has under the Subscription Agreement, and your firm’s rights are unaffected by them. Nothing in this Section limits liability for fraud, fraudulent misrepresentation, or any other liability that applicable law provides may not be limited.
14. GENERAL
Changes
AurellaAI may revise these Terms. Where a revision is material, AurellaAI will provide notice and will require your acceptance of the revised Terms before you may continue to access the Platform. Non-material revisions take effect on publication within the Platform.
Governing law
These Terms are governed by the law that governs the Subscription Agreement between AurellaAI and your firm, without regard to conflict of laws principles. Any dispute between you and AurellaAI arising out of or relating to these Terms is subject to the dispute resolution provisions of that agreement, which apply to you as if you were a party to them for that purpose.
Assignment and entire agreement
You may not assign or transfer these Terms or any right under them. AurellaAI may assign them without restriction. These Terms, together with the Practitioner Privacy Notice and the documents they reference, constitute the entire agreement between you and AurellaAI concerning your use of the Platform.
Severability and waiver
If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will continue in effect. AurellaAI’s failure to enforce any provision is not a waiver of it.
Questions
Questions about these Terms, about your firm’s use of the Platform, or about what your firm can see should be directed to your firm’s designated administrator in the first instance. Questions for AurellaAI may be directed to legal@aurella.ai. Privacy inquiries may be directed to privacy@aurella.ai.
AurellaAI, Inc.
10531 4S Commons Drive, Suite 166-432
San Diego, CA 92127
15. ACCEPTANCE
By selecting the acceptance control in the Platform, you confirm that you have read and agree to be bound by these Terms; that you have been provided with the Practitioner Privacy Notice; that you understand that your use of the Platform generates the information described in Section 8; and that you understand that the Platform surfaces authority and that you, not the Platform, exercise professional judgment.
AurellaAI records the date and time of your acceptance and the version of these Terms accepted.