HeyDrew Engagement Terms of Service
1. Agreement & Acceptance
1.1 Agreement and Scope
These Engagement Terms of Service (this “Agreement”) govern your purchase of and access to services provided by Aspire Advisors LLC d/b/a HeyDrew and its parent, affiliates, and subsidiaries (collectively, “HeyDrew,” “we,” “us,” or “our”). This Agreement becomes binding when you complete a purchase, create an account, or enroll in any HeyDrew service and affirmatively indicate your acceptance through any method presented at the time of enrollment, including an electronic, digital, or written signature or acknowledgment. Acceptance through electronic means, including electronic signatures and records, is governed by the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law and has the same legal effect as a handwritten signature. If you do not agree to these terms, do not purchase or enroll in HeyDrew’s services.
1.2 Order Terms; Conflicts
When you purchase a HeyDrew service, you will be presented with an order or enrollment page describing the specific service, program details, pricing, and payment terms, along with a method to affirmatively acknowledge your acceptance (the “Order Terms”). The Order Terms govern the specific details of your transaction, including what you purchased and what you paid. This Agreement governs the overall terms of your service relationship with HeyDrew, including your rights, obligations, and legal protections. Where a conflict exists between the two, the Order Terms govern transaction-specific details; this Agreement governs all other terms, rights, and obligations.
1.3 Updates to this Agreement
HeyDrew may update this Agreement from time to time to reflect changes to our services, legal requirements, or business practices. The current version is always available at heydrew.com/legal/engagement-terms, and the “Last Updated” date at the top reflects the most recent revision. When we make changes that materially affect your rights or obligations, we will provide reasonable advance notice — such as an email to the address on file or a notice in your account. Material changes do not apply to services you have already purchased and paid for in full. Your continued use of HeyDrew’s services after an update takes effect constitutes your acceptance of the revised terms.
1.4 Eligibility
By agreeing to these terms, you represent that you are at least 18 years of age, have the legal capacity to enter into a binding agreement, and, if acting on behalf of a business or entity, are authorized to bind that entity to this Agreement.
2. Services
2.1 Nature of Services
HeyDrew provides accounting and tax services to individuals and businesses. These may include, but are not limited to, tax planning and strategy, tax preparation and filing, bookkeeping, consulting, advisory services, accounting and tax education, entity formation and related administrative services, and other professional services within the accounting and tax field. HeyDrew’s service offerings may evolve over time to include additional, modified, or adjacent services. The specific services included in your engagement are described in the Order Terms presented at the time of purchase. Nothing in this Agreement obligates HeyDrew to offer any particular service indefinitely.
From time to time, HeyDrew may identify strategies, needs, or opportunities for you that require services outside HeyDrew’s direct scope — such as legal, estate planning, retirement planning, investment advisory, or other licensed professional services. In such cases, HeyDrew may refer you to or introduce you to an appropriately licensed third-party provider. Some of these relationships may involve compensation to HeyDrew, which will be disclosed as required by applicable law. HeyDrew’s referral of any third party does not constitute an endorsement, recommendation, or guarantee of that party’s services, qualifications, or performance. When you engage a third party directly, your relationship and any agreements are solely between you and that third party. HeyDrew is not a party to those agreements and bears no responsibility for their terms, performance, or outcomes. You are responsible for conducting your own due diligence before engaging any third party. All third-party providers with whom HeyDrew maintains a business relationship must enter into agreements with HeyDrew that prohibit the use of your data for purposes unrelated to the services you have engaged them to provide.
2.2 Service Delivery
Some or all of HeyDrew’s services may be delivered through a combination of technology platforms, AI-assisted tools, licensed professionals, and HeyDrew staff. HeyDrew’s service model is built in part on artificial intelligence and automated tools that research, analyze, process, and present information. These tools are designed to enhance the quality, consistency, and efficiency of your engagement. You acknowledge that AI-assisted processes are integral to HeyDrew’s operations and that outputs generated by these tools are subject to human oversight when professional licensure or judgment is required. HeyDrew’s use of AI does not diminish the professional standards applicable to your services. You are responsible for reviewing all materials, recommendations, documents, and outputs provided through your engagement before acting on them. AI-assisted outputs are not infallible and may require correction; HeyDrew is not liable for reliance on outputs you have not independently reviewed.
2.3 Licensed Professionals; Oversight
Services requiring professional licensure under applicable federal or state law are performed by, under the supervision of, or in conjunction with appropriately licensed professionals, which may include Enrolled Agents, Certified Public Accountants, attorneys, or other credentialed individuals (each, a “HeyDrew Professional”). HeyDrew may engage third-party contractors and service providers to assist in performing services on HeyDrew’s behalf. Where such contractors perform services for you as part of your engagement with HeyDrew, their work is subject to HeyDrew’s oversight and professional standards, and HeyDrew remains responsible to you for those services. This is distinct from third-party referrals described in Section 2.1, where your agreement is directly with the third party and HeyDrew’s involvement is limited to coordination and support. HeyDrew reserves the right to assign or reassign personnel at any time based on availability, expertise, or other operational considerations.
2.4 Independent Relationship; No Fiduciary
HeyDrew is an independent service provider. Unless explicitly agreed in a separate written engagement, HeyDrew does not act as your fiduciary, agent, attorney, investment advisor, securities broker, or financial planner. Services do not include legal, investment, securities, estate planning, or financial planning advice unless separately agreed in writing. You are encouraged to consult qualified professionals for matters outside the scope of the services you purchased.
2.5 No Guaranteed Outcomes
HeyDrew provides professional accounting and tax services to help you understand, plan, and manage your tax obligations and financial matters. You are paying for access to HeyDrew’s expertise, tools, and professional services. Unless a specific guarantee is expressly stated in your Order Terms, HeyDrew does not guarantee any specific tax outcome, tax savings, refund amount, reduction in tax liability, audit result, or financial benefit. If a guarantee is offered, its terms, conditions, exclusions, and limitations will be set forth in the applicable Order Terms or associated disclosure, and those terms will govern that commitment. Tax strategies and positions are based on current interpretations of applicable law, which are subject to change, challenge, and interpretation by taxing authorities. The ultimate determination of your tax liability rests with the applicable taxing authority. HeyDrew is not responsible for adverse determinations resulting from differing interpretations of law, legislative or regulatory changes after services are performed, or positions taken at your direction.
2.6 Lawful Services Only
HeyDrew provides lawful accounting, tax, and related professional services in accordance with applicable law. HeyDrew does not promote, recommend, or facilitate tax shelters, abusive tax avoidance transactions, or arrangements identified by the Internal Revenue Service or applicable taxing authorities as listed transactions, transactions of interest, or reportable transactions under Treasury Regulation §1.6011-4 or similar authority. You are responsible for independently evaluating any strategy, position, or recommendation before implementation and for ensuring your compliance with all applicable laws, regulations, and reporting obligations.
2.7 Service Modifications
HeyDrew reserves the right to modify, update, or discontinue any service at any time to improve its offerings, reflect changes in applicable law or professional standards, or respond to operational needs. HeyDrew does not anticipate making changes that would adversely affect services you have already purchased; if such a change is necessary and material, HeyDrew will provide reasonable advance notice and address any impact on your engagement in accordance with the terms of this Agreement.
3. Client Responsibilities & Acknowledgments
3.1 Accuracy, Completeness & Timely Cooperation
You are solely responsible for the accuracy, completeness, and timeliness of all information, documents, and representations you provide to HeyDrew in connection with your engagement. HeyDrew and any HeyDrew Professional engaged in your service rely entirely on the information you provide. HeyDrew has no obligation to independently audit, investigate, or verify any information you submit, and will not be responsible for any errors, omissions, penalties, interest, additional taxes, or adverse outcomes resulting from inaccurate, incomplete, misleading, or untimely information. You represent and warrant that all information you provide is true and complete to the best of your knowledge, and that you have the legal right to share it with HeyDrew and any service providers engaged on your behalf. You agree to respond promptly to requests from HeyDrew or your assigned HeyDrew Professional for information, documents, clarification, or approvals. Delays in providing requested information may affect HeyDrew’s ability to meet deadlines, complete deliverables, or provide the full scope of services included in your engagement. HeyDrew is not responsible for missed deadlines, incomplete work, or service limitations resulting from your failure to cooperate in a timely manner.
3.2 Tax Payment Obligations
You are solely responsible for paying all taxes owed — including estimated quarterly tax payments, annual tax liabilities, and any other amounts due to federal, state, or local taxing authorities — by the applicable due dates. HeyDrew may assist you in calculating estimated tax obligations or identifying payment deadlines as part of your engagement, but this assistance does not transfer responsibility for payment to HeyDrew. The obligation to pay taxes on time rests entirely with you as the taxpayer. Penalties, interest, and fees assessed by any taxing authority for late payment, underpayment, or failure to pay estimated taxes are your sole responsibility, regardless of whether HeyDrew prepared your return or provided related advisory services. Filing a return on time does not satisfy your obligation to pay any tax liability due. HeyDrew is not liable for any penalties or interest arising from your failure to make timely tax payments.
3.3 Document Submission; Deadlines; Delayed Engagement
If you submit required documents or information less than sixty (60) calendar days before an applicable filing or service deadline, HeyDrew may, at its discretion, request an extension on your behalf or notify you that the deadline cannot be met. You expressly authorize HeyDrew to request a filing extension where HeyDrew reasonably determines one is necessary. If you do not want an extension filed, you must notify HeyDrew in writing before the applicable deadline. HeyDrew is not liable for penalties, interest, or missed deadlines resulting from extensions filed in good faith or from deadlines that cannot be met due to late document submission.
If you fail to submit required documents or information, or to provide access necessary for HeyDrew to perform your services within a reasonable period, HeyDrew may, at its sole discretion, extend your engagement period rather than treat the failure as a basis for termination. In such cases, your fee may be applied to a subsequent engagement term, and no refund will be issued for the period during which services could not be performed due to your failure to provide what was needed. HeyDrew will make reasonable efforts to notify you before taking this action.
3.4 Review and Approval of Work Product
You are responsible for carefully reviewing all returns, filings, plans, recommendations, reports, and other work product prepared by HeyDrew before approving, signing, or acting on them. Your approval — whether by electronic signature, written authorization, or another method presented to you — constitutes your confirmation that the work product is accurate and complete to the best of your knowledge. HeyDrew will not file any tax return or submit any filing on your behalf without your prior approval. If you identify an error or discrepancy before approval, you agree to notify HeyDrew promptly so it can be addressed before any action is taken. Where applicable, you remain responsible for ensuring the accuracy of returns before filing, regardless of who prepared them.
3.5 Recordkeeping, Disclosure & Legal Process
You are responsible for maintaining adequate records and documentation to support the accuracy and completeness of your returns and filings and to comply with applicable federal and state recordkeeping requirements, including those of the Internal Revenue Service. This obligation extends to any other services you engage HeyDrew to perform — including bookkeeping, entity management, and related advisory services — for which applicable recordkeeping requirements apply. HeyDrew is not required to retain your documents beyond what is mandated by applicable law or professional standards, and is not responsible for lost, deleted, or unrecoverable records in your possession.
You are responsible for disclosing to HeyDrew all foreign bank accounts, financial assets, and interests that may trigger reporting obligations under applicable federal law, including, but not limited to, FinCEN Form 114 (FBAR) and IRS Form 8938. Failure to disclose foreign assets may result in significant civil and criminal penalties for which HeyDrew bears no responsibility. HeyDrew reserves the right to decline or limit services based on the complexity or nature of your foreign reporting obligations.
If HeyDrew receives a subpoena, court order, or other valid legal process requiring the production of documents, communications, or information related to your engagement, HeyDrew will make reasonable efforts to notify you in advance, to the extent permitted by law. HeyDrew will produce only what is legally required and will handle your information with appropriate care. You acknowledge that HeyDrew cannot resist or ignore valid legal process, and that HeyDrew’s compliance with such process does not constitute a breach of its confidentiality obligations under this Agreement.
3.6 Prohibited Conduct & Account Security
You agree not to use HeyDrew’s services, platform, or personnel to engage in, facilitate, or advance any activity that is unlawful, fraudulent, deceptive, or in violation of applicable law. You agree not to provide HeyDrew or any HeyDrew Professional with false, fabricated, or misleading documents or information. You agree not to request that HeyDrew take a position or perform a service that you know or should reasonably know is unsupported, improper, or contrary to applicable law. Any such conduct may result in the immediate suspension or termination of your engagement without refund and may be reported to applicable authorities where required by law or professional obligation.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify HeyDrew immediately upon becoming aware of any unauthorized access to or use of your account. HeyDrew is not liable for any loss or damage arising from your failure to maintain account security or from unauthorized access resulting from your own actions or omissions.
3.7 Client Acknowledgments
By purchasing or enrolling in HeyDrew’s services, you expressly acknowledge and agree as follows:
- HeyDrew’s work product is only as accurate as the information you provide;
- No tax outcome, savings, refund, or financial result is guaranteed;
- Artificial intelligence and automated tools are used in the delivery of services, subject to professional oversight where required by law;
- You are responsible for reviewing and approving all work product before it is filed or acted upon;
- You have read, understood, and agreed to the refund and cancellation terms in Article 4 before completing your purchase;
- HeyDrew does not act as your fiduciary, attorney, investment advisor, or financial planner; and
- This Agreement, including its arbitration clause and class action waiver, is binding upon you.
4. Payment, Cancellation & Refunds
4.1 Payment Terms & Methods
The fees, billing cadence, payment structure, and payment schedule applicable to your engagement are set forth in the Order Terms presented at the time of purchase. All fees are stated in U.S. dollars. By completing your purchase, you authorize HeyDrew to charge your selected payment method in accordance with the billing terms presented at checkout. Service commencement is contingent on receipt of payment as specified in your Order Terms. You are responsible for any applicable taxes, transaction fees, or surcharges associated with your purchase, as required by applicable law. HeyDrew accepts payment by credit card, debit card, or other methods available at the time of purchase. You represent that you are authorized to use the payment method you provide and that the billing information you submit is accurate and complete. If your payment is declined or your billing information changes, you agree to promptly update your payment information. HeyDrew reserves the right to suspend access to your services until payment is received in accordance with your Order Terms.
4.2 Renewal
Renewal terms vary by service and will be disclosed in your Order Terms at the time of purchase. Some services may renew automatically on a recurring basis until canceled; others may require your affirmative opt-in to renew. Where automatic renewal applies, HeyDrew will provide reasonable advance notice before the renewal date. Where opt-in renewal applies, your services will expire at the end of the engagement period unless you affirmatively elect to renew. Renewal is subject to the then-current terms and pricing in effect at the time of renewal. The specific renewal terms applicable to your engagement are governed by your Order Terms.
4.3 Cancellation & Refund Policy
You may request cancellation of your engagement by contacting HeyDrew through any of the following methods: email: support@heydrew.com, phone: 904-822-5910; or mail: 90 Fort Wade Rd., Suite 67, Ponte Vedra, FL 32081.
Your request must include your full name, the email address associated with your account, and the reason for your request. Cancellation takes effect upon HeyDrew’s written acknowledgment. Submitting a cancellation request does not, by itself, constitute cancellation.
Full Refund Window. If you submit a cancellation request within three (3) business days of your original purchase date, you are entitled to a full refund of all fees paid. After this period, refunds are governed by the terms below.
Prior to Delivery of Your Strategy Session. HeyDrew’s services begin immediately upon your enrollment. In preparation for your initial strategy session, HeyDrew invests substantial resources in researching, analyzing, and developing a tax strategy tailored to your specific circumstances. HeyDrew aims to deliver your initial strategy session within thirty (30) days of enrollment, though the actual timeline may vary based on your responsiveness in providing required information and scheduling availability. If you request cancellation after the three-day full-refund window but before delivery of your initial strategy session and accompanying materials, HeyDrew may, at its sole discretion, issue a partial refund based on the work already performed. Any such refund is not guaranteed and will be determined by HeyDrew in good faith based on the circumstances of your service and cancellation.
Following Delivery of Your Strategy Session. Your initial strategy session and the accompanying materials constitute a significant deliverable of your engagement and reflect a substantial investment of HeyDrew’s professional resources in researching and developing a tax strategy tailored to your circumstances. Unlike a physical product, a delivered strategy service cannot be returned. Once your strategy session has taken place, no refund will be issued for the analysis, recommendations, and planning insights conveyed during that session, regardless of whether you choose to implement the strategies provided, continue your engagement, or cancel. This applies whether you found the session helpful, intend to use the strategies discussed, or have already acted on them.
No Refund Circumstances. Refunds will not be issued in any of the following circumstances: dissatisfaction with tax outcomes or strategy results when services were delivered as described; your failure to implement or act on recommended strategies; your failure to provide required documentation in a timely manner; or changes in your business, tax, or financial circumstances after enrollment.
Approved refunds will be issued to the original payment method on file unless HeyDrew, in its discretion, determines that an alternative method is appropriate. HeyDrew is not responsible for delays caused by your financial institution. HeyDrew will review and respond to refund requests within a reasonable timeframe and reserves the right to request supporting documentation before processing any refund.
4.4 Payment Disputes
If you have a concern about a charge or believe an error has occurred, you agree to first contact HeyDrew directly using the contact information in this Agreement and attempt to resolve the matter informally under Article 14 before initiating any chargeback, dispute, or claim with your financial institution or card issuer. HeyDrew will make good-faith efforts to address legitimate concerns promptly. Initiating a chargeback or formal dispute without first contacting HeyDrew may be considered a breach of this Agreement. If a chargeback is filed and HeyDrew determines it is unwarranted, HeyDrew reserves the right to seek recovery of the disputed amount and associated fees through the dispute resolution process in Article 14.
5. Intellectual Property & Platform Use
5.1 HeyDrew’s Intellectual Property
All content, materials, technology, software, tools, methodologies, workflows, training materials, strategies, educational content, platform features, and other work product made available through HeyDrew’s services — including all associated intellectual property rights — are the exclusive property of HeyDrew or its licensors. Nothing in this Agreement transfers ownership of HeyDrew’s intellectual property to you. Your purchase of services grants you a limited, personal, non-exclusive, non-transferable, revocable license to access and use HeyDrew’s platform and materials solely for your lawful purposes during your active engagement period. If you provide HeyDrew with suggestions, ideas, feedback, or recommendations regarding its services or platform, HeyDrew may use that feedback freely and without obligation or compensation to you. By providing feedback — whether written, verbal, in recorded form, or otherwise — you grant HeyDrew a perpetual, irrevocable, royalty-free license to use, reproduce, and incorporate your feedback, including any testimonials or reviews, in any manner, including in marketing and promotional materials.
5.2 Restrictions on Use
You agree not to reproduce, copy, modify, distribute, sell, sublicense, reverse engineer, decompile, or create derivative works from any HeyDrew content, platform, software, or materials. You agree not to share your account access or platform credentials with any third party. You agree not to use HeyDrew’s services, platform, or content for any commercial purpose other than managing your own affairs. You agree not to scrape, harvest, or systematically extract data or content from HeyDrew’s platform, whether automated or manual. Any use of HeyDrew’s intellectual property beyond the scope of the license granted above is strictly prohibited and may result in immediate termination of your engagement and legal action.
5.3 Your Content & Work Product
You retain ownership of all documents, records, financial information, and other materials you provide to HeyDrew in connection with your engagement (“Your Content”). By submitting Your Content, you grant HeyDrew a limited, non-exclusive license to use, process, store, and share Your Content solely as necessary to perform the services described in your Order Terms and to comply with applicable legal and professional obligations. HeyDrew will not use Your Content for any purpose beyond your engagement without your consent, except as required by law.
Deliverables prepared by HeyDrew specifically for your engagement — including returns, filings, plans, strategies, reports, and other work product — are provided to you upon completion of your engagement and upon receipt of all fees due. You may use such work product solely for your lawful purposes. HeyDrew retains the right to use general knowledge, methodologies, and professional experience gained through your engagement for any purpose, provided HeyDrew does not disclose your confidential information.
5.4 Prohibited Conduct
With respect to your use of HeyDrew’s platform and services, you agree not to:
- Introduce viruses, malware, or other harmful code into HeyDrew’s systems or platform;
- Attempt to gain unauthorized access to any portion of HeyDrew’s platform, systems, or data;
- Interfere with or disrupt the operation of HeyDrew’s platform or the use of HeyDrew’s services by others;
- Impersonate any person or entity or misrepresent your identity or affiliation;
- Use HeyDrew’s platform or services in any manner that violates applicable law or regulation; or
- Engage in conduct intended to harm or interfere with HeyDrew’s operations, reputation, or business relationships.
5.5 DMCA; Copyright Infringement
If you believe that any content available on HeyDrew’s platform infringes your copyright, you may submit a written notice to HeyDrew at [DMCA contact email] that includes: (a) identification of the copyrighted work you believe has been infringed; (b) identification of the specific content you believe is infringing and its location on HeyDrew’s platform; (c) your contact information; (d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner; and (e) a statement under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf. HeyDrew will review and respond to valid notices in accordance with the Digital Millennium Copyright Act.
6. Professional Services; Reliance & Limitations
The following provisions address HeyDrew’s professional services, with particular reference to tax preparation, filing, and advisory services, which entail the greatest regulatory and compliance complexity. To the extent HeyDrew provides other services — such as bookkeeping, payroll, or entity-related services — the principles of reliance, professional judgment, and limitation of liability described in this Article apply, as relevant, to those services.
6.1 Reliance on Client Information; No Independent Verification
HeyDrew and any HeyDrew Professional engaged in your service prepare returns, strategies, plans, reports, and related work product based solely on the information, documents, and representations you provide. HeyDrew is entitled to rely on your submissions as accurate, complete, and truthful without independent verification. If the information you provide is inaccurate, incomplete, inconsistent, or untimely, the resulting work product may be incorrect, and HeyDrew bears no responsibility for any errors, omissions, penalties, interest, additional taxes, or adverse outcomes that result. This reliance principle applies regardless of whether any deficiency in your information was intentional or unintentional. HeyDrew may ask clarifying questions or request additional documentation, but doing so does not create an obligation to audit or verify your information more broadly. The absence of a question or request from HeyDrew does not imply that your submissions have been reviewed for accuracy or completeness beyond what is necessary to perform the requested service.
6.2 Professional Judgment; Tax Authority Determinations
Your HeyDrew Professional will exercise reasonable professional judgment in interpreting applicable law and in preparing your returns, plans, strategies, and other deliverables. Where the law is ambiguous or subject to more than one reasonable interpretation, your HeyDrew Professional may resolve the question in your favor to the extent permitted by applicable professional standards and law. HeyDrew is not responsible for adverse outcomes arising from good-faith interpretations of applicable law that are later challenged or overturned.
Tax authorities may interpret applicable law differently than HeyDrew does, and HeyDrew cannot predict or control how any taxing authority will view any particular position, strategy, or filing. HeyDrew’s responsibility is to apply reasonable professional judgment in preparing and advising on your tax matters — drawing on applicable tax code, regulations, and relevant case law as appropriate — rather than to guarantee that any taxing authority will agree with the positions taken.
6.3 Changes in Law
Tax laws, regulations, administrative guidance, and judicial interpretations change frequently, sometimes retroactively. HeyDrew’s services are based on applicable law as it exists at the time the services are performed. HeyDrew has no obligation to update, revise, or supplement previously delivered work product to reflect subsequent changes in law unless separately agreed in writing as part of an active engagement.
6.4 Prior Periods; Scope Limitations
Unless explicitly included in your Order Terms, HeyDrew’s services do not include a review, audit, or analysis of prior-period returns, filings, or historical records. HeyDrew will not independently identify errors, omissions, or irregularities in prior period work unless you specifically request and purchase that service. You are responsible for the accuracy of all prior-period filings and for any obligations or liabilities arising from them.
HeyDrew’s services are limited to the scope described in your Order Terms. Matters outside your purchased scope may require a separate engagement or additional fees. HeyDrew reserves the right to decline services for matters it determines to be outside its scope of practice or beyond the capacity of your current engagement.
6.5 Extensions, Deadlines & Audit Proceedings
An extension to file is not an extension to pay. You remain solely responsible for estimating and paying any tax liability due by the original filing deadline, regardless of whether you have filed an extension. HeyDrew is not liable for any underpayment penalties or interest resulting from your failure to pay by the applicable deadline.
Unless explicitly included in your Order Terms, HeyDrew’s services do not include formal representation before the Internal Revenue Service, any state tax authority, or any other regulatory body in connection with an audit, examination, inquiry, or proceeding. If you receive a notice or audit communication from a taxing authority, you should notify HeyDrew promptly. HeyDrew may assist in understanding the notice or preparing a response as part of your active engagement, but this assistance does not constitute formal representation or legal advocacy unless separately agreed to in writing.
7. AI-Assisted Services
7.1 Use of Artificial Intelligence
HeyDrew’s platform and service delivery model may incorporate artificial intelligence and automated tools to support research, analysis, strategy development, document processing, communication, and other aspects of service delivery. By purchasing or enrolling in HeyDrew’s services, you acknowledge and accept that AI-assisted tools may be integral to how HeyDrew delivers its services. The use of these tools is intended to enhance the quality, consistency, and efficiency of your engagement and does not diminish the professional standards applicable to your services.
7.2 Human Oversight
When professional licensure, professional judgment, or professional responsibility is required under applicable law or professional standards, a qualified HeyDrew Professional reviews, oversees, and is accountable for the work product delivered to you. AI-assisted tools support, but do not replace, the judgment of HeyDrew’s professionals. HeyDrew maintains internal standards that govern the appropriate use of AI tools in service delivery, and those standards are subject to change as technology and applicable guidance evolve.
7.3 Limitations of AI-Assisted Tools
Like all technology, AI-assisted tools are not infallible. Outputs from AI-assisted processes may contain errors, omissions, or limitations that require human review and correction. You are responsible for reviewing all materials, recommendations, and outputs provided during your engagement before acting on them, as described in Article 3. HeyDrew’s use of AI-assisted tools does not alter or expand HeyDrew’s liability beyond the limitations set forth in Article 12.
7.4 Your Data and AI Tools
HeyDrew’s AI tools operate in a controlled environment with respect to your personal and financial data. Your data is used solely to deliver the services included in your engagement. HeyDrew does not use your personal or financial information to train, develop, or improve third-party AI models, nor does it share your data with external AI providers for model training or improvement. Your data is processed only as necessary to provide your services, maintain your account, and comply with applicable legal and professional obligations.
7.5 Evolving Technology & Regulatory Landscape
The AI tools and technology platforms HeyDrew uses may change over time as technology evolves and HeyDrew improves its service delivery. HeyDrew does not warrant that any specific tool, platform, or technology will remain available or unchanged during your engagement. Changes to HeyDrew’s technology infrastructure that do not materially affect the scope or quality of services delivered to you do not constitute a modification of this Agreement or your Order Terms. The regulatory environment governing the use of artificial intelligence in professional services is evolving, and HeyDrew monitors applicable developments and adjusts its practices as required by law.
8. Data & Privacy
8.1 Privacy Policy
HeyDrew’s collection, use, storage, and sharing of your personal information are governed by HeyDrew’s Privacy Policy, available at www.heydrew.com/legal/privacy-policy, which is incorporated into this Agreement by reference. By purchasing or enrolling in HeyDrew’s services, you acknowledge that you have read and understood HeyDrew’s Privacy Policy. In the event of a conflict between this Article and the Privacy Policy regarding data handling practices, the Privacy Policy controls.
8.2 Data Handling & Security
You acknowledge that the services you are purchasing require you to share sensitive personal and financial information with HeyDrew, including tax returns, financial records, identification information, and other confidential data. You consent to HeyDrew collecting, storing, processing, and sharing this information as necessary to provide the services, comply with applicable legal and professional obligations, and maintain your account.
HeyDrew implements and maintains reasonable administrative, technical, and physical safeguards designed to protect your information from unauthorized access, disclosure, alteration, or destruction. However, no security measure is perfect or impenetrable. You acknowledge that transmitting information over the internet carries inherent risks that HeyDrew cannot fully eliminate. You are responsible for securing your devices and accounts used to access HeyDrew’s platform. HeyDrew is not responsible for unauthorized access resulting from vulnerabilities in your systems or security practices. In the event of a security incident that compromises your personal information, HeyDrew will notify you in accordance with applicable federal and state data breach notification laws.
8.3 Communications
HeyDrew may communicate with you by email, through your account portal, by phone, or by SMS in connection with your engagement and as permitted by applicable law. You consent to receive electronic communications from HeyDrew related to your account, services, and engagement. For communications governed by the Telephone Consumer Protection Act or similar applicable law, including SMS and text messaging, HeyDrew will obtain any required consent in accordance with its SMS and Text Messaging Policy, available at www.heydrew.com/legal/sms-terms, which is incorporated into this Agreement by reference.
9. Confidentiality
HeyDrew treats all personal, financial, and other information you share as confidential, whether shared before, during, or after your formal engagement — including information shared during consultations, intake questionnaires, or preliminary discussions prior to purchase. HeyDrew will not disclose your confidential information to any third party except as necessary to perform your services, as required by applicable law or professional obligation, or as described in this Agreement and HeyDrew’s Privacy Policy. Permitted disclosures include sharing with service providers and contractors engaged to perform your services (subject to equivalent confidentiality obligations), disclosures required by law, regulation, court order, or professional standards, including IRS Circular 230, and disclosures made to enforce this Agreement or protect HeyDrew’s legal rights. Where disclosure is required by law or court order, HeyDrew will make reasonable efforts to notify you in advance to the extent permitted. This Agreement, together with HeyDrew’s Privacy Policy, provides enforceable confidentiality protections for all information you share with HeyDrew at any stage of your relationship. A separate non-disclosure agreement is not required before sharing information with HeyDrew for the purpose of evaluating or receiving services. You agree to keep confidential any non-public information about HeyDrew’s methodologies, tools, pricing, and business practices that you become aware of through your engagement, and not to disclose such information without HeyDrew’s prior written consent.
10. Third-Party Services & Referrals
10.1 Services Performed on HeyDrew’s Behalf
HeyDrew may engage third-party contractors and service providers to perform services for you as part of your engagement with HeyDrew. In these cases, the third party performs work on HeyDrew’s behalf. Your agreement remains with HeyDrew, and HeyDrew retains oversight and responsibility for those services consistent with Section 2.3. All such providers are required to maintain confidentiality standards consistent with this Agreement and are prohibited from using your data for purposes unrelated to your engagement.
10.2 Third-Party Referrals
HeyDrew may refer you to or introduce you to third-party providers for services outside HeyDrew’s direct scope — such as legal, estate planning, investment advisory, retirement planning, insurance, or other licensed professional services. When this occurs, your engagement is directly with the third party. HeyDrew is not a party to any agreement between you and the third party and bears no responsibility for the quality, accuracy, timeliness, compliance, or outcomes of any third-party services. HeyDrew performs reasonable due diligence in selecting providers it refers but cannot guarantee their performance or suitability for your specific needs. You are responsible for conducting your own due diligence before engaging any third party, and you engage any referred provider at your own risk.
Some third-party relationships may involve compensation to HeyDrew, such as referral fees or other arrangements. Where required by applicable law, HeyDrew will disclose the existence of such compensation. The presence or absence of compensation does not affect HeyDrew’s assessment of a provider’s suitability, and HeyDrew does not warrant or guarantee the services of any provider, regardless of whether a referral arrangement exists.
10.3 Technology Providers & Platform Partners
Delivering services in a digital environment requires HeyDrew to work with third-party technology and service providers who may process your information as part of normal business operations — such as cloud hosting providers, payment processors, communication platforms, and professional software tools. These providers receive only the information necessary to perform their specific functions and are not authorized to use your information for any other purpose. HeyDrew is not responsible for the availability, performance, or security failures of third-party platforms beyond HeyDrew’s reasonable control. Any disruption to third-party platforms that affects your services does not constitute HeyDrew’s failure to perform its obligations under this Agreement.
11. Disclaimer of Warranties
11.1 Services Provided “As Is”
HeyDrew’s services are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, HeyDrew and its affiliates, subsidiaries, officers, employees, HeyDrew Professionals, contractors, and service providers (collectively, the “HeyDrew Parties”) disclaim all warranties, representations, and conditions of any kind, whether express, implied, or statutory, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, accuracy, reliability, or non-infringement.
11.2 No Warranty of Specific Outcomes
The HeyDrew Parties make no warranty that the services will produce any particular outcome, savings, refund, reduction in liability, or financial result. The HeyDrew Parties make no warranty that any position, strategy, or filing will be accepted, approved, or left unchallenged by any taxing authority or other regulatory body. Outcomes are inherently uncertain and depend on factors outside HeyDrew’s control, including the accuracy of the information you provide, changes in applicable law, and the independent determinations of taxing authorities and other parties.
11.3 No Warranty of Uninterrupted Service or Third-Party Performance
The HeyDrew Parties make no warranty that the platform or services will be available at all times, uninterrupted, error-free, or free from technical failures, delays, or disruptions. HeyDrew’s services depend in part on third-party platforms and technology infrastructure outside HeyDrew’s control. HeyDrew will make reasonable efforts to maintain service availability but cannot guarantee continuous or uninterrupted access. The HeyDrew Parties make no warranty regarding the performance, accuracy, availability, or suitability of any third-party service provider, platform, or tool referenced, recommended, or used in connection with your engagement. Your use of any third-party service is at your own risk.
12. Limitation of Liability
12.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF THE HEYDREW PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO HEYDREW FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.2 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HEYDREW PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, INVESTMENT LOSSES, TAX PENALTIES, TAX INTEREST, OR OTHER FINANCIAL LOSSES, EVEN IF THE HEYDREW PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED.
12.3 Essential Basis
YOU ACKNOWLEDGE THAT THE LIABILITY LIMITATIONS SET FORTH IN THIS ARTICLE REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND HEYDREW. HEYDREW WOULD NOT BE ABLE TO PROVIDE SERVICES AT THE FEES SET FORTH IN YOUR ORDER TERMS WITHOUT THESE LIMITATIONS. THE LIMITATIONS APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
12.4 Excluded Losses
Without limiting the foregoing, and by way of illustration, the HeyDrew Parties are not liable under any circumstances for losses or claims arising from: assessments, penalties, interest, or fees imposed by any taxing or regulatory authority; positions, strategies, or actions taken at your direction or based on information you provided; your failure to pay taxes or comply with applicable obligations in a timely manner; changes in law, regulation, or guidance after services are performed; the independent acts or failures of third-party service providers or platforms; unauthorized access resulting from your own security failures; or your failure to review or approve work product before it is filed or acted upon. This list is illustrative and does not limit the scope of the exclusions set forth above.
12.5 Force Majeure
The HeyDrew Parties are not liable for any failure or delay in performing their obligations under this Agreement to the extent caused by circumstances beyond HeyDrew’s reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government action, labor disputes, power or communications failures, cyberattacks, or failures of third-party infrastructure. HeyDrew will make reasonable efforts to resume performance as soon as practicable.
13. Indemnification
13.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold the HeyDrew Parties harmless from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses — including reasonable attorneys’ fees and defense costs — arising out of or relating to:
- Any inaccurate, incomplete, misleading, or fraudulent information or documentation you provide to HeyDrew or any HeyDrew Professional;
- Your failure to comply with applicable laws, regulations, filing obligations, or recordkeeping requirements;
- Your failure to timely pay any tax liability, estimated tax payment, or other amount due to a taxing or regulatory authority;
- Any position, filing, or action taken at your direction or based on your representations, including any strategy or position you requested that HeyDrew implement on your behalf;
- Your misuse of HeyDrew’s platform, services, or intellectual property in violation of this Agreement;
- Your violation of any applicable law or regulation in connection with your use of HeyDrew’s services; or
- Any third-party claim arising from or related to your financial information, filings, or conduct in connection with your engagement.
13.2 Indemnification Procedure
HeyDrew will promptly notify you of any claim for which indemnification is sought. You will have the right to assume control of the defense of such claim, provided that HeyDrew reserves the right to participate in the defense at its own expense with counsel of its choosing. You agree not to settle any claim that imposes any obligation, restriction, or liability on any HeyDrew Party without HeyDrew’s prior written consent, which consent will not be unreasonably withheld. If you fail to assume the defense of a claim for which you are obligated to indemnify HeyDrew, HeyDrew may assume its own defense at your cost and expense.
14. Dispute Resolution & Arbitration
14.1 Informal Resolution
Before initiating any formal dispute process, you agree to contact HeyDrew at support@heydrew.com with a written description of your dispute and the relief you seek, and to allow HeyDrew thirty (30) days to attempt to resolve the matter informally. HeyDrew will make good-faith efforts to address legitimate concerns during this period. This step is a condition precedent to initiating arbitration.
14.2 Binding Arbitration
IF INFORMAL RESOLUTION IS UNSUCCESSFUL, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR ENGAGEMENT WITH HEYDREW, OR THE SERVICES — INCLUDING ANY QUESTION REGARDING THE EXISTENCE, VALIDITY, SCOPE, OR ENFORCEABILITY OF THIS ARBITRATION PROVISION — SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU WAIVE YOUR RIGHT TO BRING ANY SUCH CLAIM IN COURT AND YOUR RIGHT TO A JURY TRIAL. THIS ARBITRATION PROVISION IS GOVERNED BY THE FEDERAL ARBITRATION ACT AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
14.3 Class Action Waiver
ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY. YOU AGREE THAT YOU MAY NOT BRING ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE FOR ANY REASON, THE ENTIRE ARBITRATION PROVISION SHALL BE NULL AND VOID.
14.4 Arbitration Procedures & Venue
Arbitration will be administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules, available at www.adr.org. A single AAA arbitrator will preside. To initiate arbitration, send a written demand to HeyDrew at 90 Fort Wade Rd., Suite 67, Ponte Vedra, FL 32081 describing your claim and the relief you seek. Arbitration proceedings will be conducted in St. Johns County, Florida, virtually, or at any other location mutually agreed by the parties. The parties are encouraged to proceed virtually where practicable.
14.5 Governing Law; Arbitrator Authority; Fees
This Agreement and all disputes arising from it are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of this Article. The arbitrator has exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, or formation of this Agreement. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. Filing, administrative, and arbitrator fees will be allocated in accordance with the AAA’s then-current Commercial Arbitration Rules. Each party will bear its own attorneys’ fees unless the arbitrator finds that a claim or defense was frivolous or brought in bad faith.
14.6 Exceptions; Limitation on Claims
Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in St. Johns County, Florida, to prevent irreparable harm pending arbitration. Seeking such relief does not waive either party’s right to arbitrate the underlying dispute. To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to this Agreement or HeyDrew’s services must be brought within one (1) year of the date the claim arose, or it is permanently barred.
15. Suspension & Termination
15.1 Suspension or Termination by HeyDrew
HeyDrew may suspend or terminate your access to its platform and services at any time, with or without prior notice, if HeyDrew reasonably determines that you have violated any provision of this Agreement; provided false, fraudulent, or materially misleading information; requested that HeyDrew take a position or perform a service that is improper, unsupported, or contrary to applicable law or professional standards; engaged in abusive, threatening, or harassing conduct toward HeyDrew personnel; failed to make required payments; or if continuing the engagement would require HeyDrew or a HeyDrew Professional to violate applicable law, professional standards, or ethical obligations. In such cases, all fees paid are retained by HeyDrew, and no refund will be issued. HeyDrew also reserves the right to terminate your engagement without cause upon reasonable notice, in which case, any fees paid for services not yet delivered will be considered for refund at HeyDrew’s reasonable discretion, consistent with Article 4.
15.2 Effect of Termination
Upon termination or expiration of your engagement for any reason, your license to access HeyDrew’s platform and services terminates immediately, and any outstanding fees become due and payable immediately.
16. General Provisions
16.1 Entire Agreement
This Agreement, together with HeyDrew’s Privacy Policy, Cookie Policy, and the Order Terms applicable to your purchase, constitutes the entire agreement between you and HeyDrew regarding the subject matter hereof and supersedes all prior and contemporaneous communications, representations, and understandings, whether written or oral.
16.2 Severability
If any provision of this Agreement is found invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions. Some jurisdictions do not permit the exclusion or limitation of certain warranties or damages; to the extent such exclusions or limitations are not permitted under applicable law, the applicable provisions of this Agreement apply to the fullest extent permitted. Notwithstanding the foregoing, if the class action waiver in Section 14.3 is found unenforceable, the entire Article 14 shall be void.
16.3 Waiver
HeyDrew’s failure to enforce any provision of this Agreement does not constitute a waiver of its right to enforce that provision or any other provision in the future.
16.4 Assignment
You may not assign or transfer your rights or obligations under this Agreement without HeyDrew’s prior written consent. HeyDrew may assign or transfer this Agreement without your consent in connection with a merger, acquisition, sale of assets, or corporate restructuring. Any assignment that violates this section is void.
16.5 No Third-Party Beneficiaries
This Agreement is solely for the benefit of you and HeyDrew. Nothing in this Agreement creates any rights in any third party or is enforceable by any third party.
16.6 Survival
The following provisions survive the expiration or termination of this Agreement and remain in full force and effect regardless of the reason for termination: Article 3 (Client Responsibilities & Acknowledgments), Article 5 (Intellectual Property & Platform Use), Article 9 (Confidentiality), Article 11 (Disclaimer of Warranties), Article 12 (Limitation of Liability), Article 13 (Indemnification), Article 14 (Dispute Resolution & Arbitration), and this Article 16 (General Provisions). HeyDrew’s confidentiality obligations under Article 9 survive for as long as your confidential information remains in HeyDrew’s possession. Your indemnification obligations under Article 13 survive indefinitely.
16.7 Contact Information
If you have any questions about this Agreement or HeyDrew’s services, you may contact HeyDrew by: email: support@heydrew.com, phone: 904-822-5910, or mail: HeyDrew, 90 Fort Wade Rd., Suite 67, Ponte Vedra, FL 32081.
HeyDrew Engagement Terms of Service · Confidential