Reason Y™
Effective Date: 6/5/2026
These Platform Terms of Use, these “Terms,” govern your access to and use of the Reason Y software workflow, website, intake process, document upload process, and related services, collectively, the “Platform,” operated by Reason Y LLC, “Reason Y,” “we,” “us,” or “our.”
By clicking “I Agree,” checking an acceptance box, electronically signing an agreement that incorporates these Terms, uploading documents, submitting intake information, or using the Platform, you acknowledge that you have read, understood, and agree to these Terms, the Reason Y Privacy Policy available at taxcredits.reasony.io/legal/privacy, and any applicable state privacy notices, including the California and State Privacy Notice available at taxcredits.reasony.io/legal/california-privacy.
You may not upload records or submit sensitive intake information unless you first accept these Terms, the Reason Y Privacy Policy, any applicable state privacy notices, and any applicable data authorization through an affirmative click, electronic signature, checkbox, or comparable auditable acceptance process.
Reason Y provides a software workflow that supports customer intake, document upload, record organization, workflow management, and coordination with professional services providers.
The Platform may be used for R&D tax credit intake, document organization, evidence collection, support package preparation, filing support coordination, and related workflow activities.
The current public workflow location is taxcredits.reasony.io. Reason Y may change, replace, redirect, or supplement the Platform location, URLs, subdomains, access paths, or workflow locations at any time.
You understand and agree that neither Reason Y nor the Platform provides tax advice, prepares tax returns, determines tax credit eligibility, guarantees credits, calculates final tax positions, or acts as a tax return preparer.
Professional tax services are provided by Procaccini Advisors LLC, “PA,” or another professional services provider identified in your customer engagement materials.
Reason Y provides workflow, intake, document organization, data processing, platform support, and related technology services only.
Your professional services provider is responsible for professional tax review, professional judgment, tax credit calculations, QRE classifications, deliverables, filing support, audit defense, and customer communications on professional tax matters.
Your relationship with a professional services provider is governed by that provider’s customer engagement agreement or other professional services agreement.
Reason Y is not responsible for professional tax advice, professional tax services, tax credit eligibility, credit amounts, tax filing decisions, tax authority responses, audit outcomes, or professional conclusions provided by a professional services provider.
To access the Platform, you must provide accurate, complete, and current information requested through the registration, signing, invitation, or access process.
Reason Y may restrict Platform access to authorized users, approved email addresses, approved domains, invited users, signed customers, approved professional services providers, or other users authorized by Reason Y.
Reason Y may protect the Platform through an access gateway, username and password, approved email address, access link, one time code, identity provider, security gateway, authentication token, session token, or other access control method selected by Reason Y.
You are responsible for maintaining the confidentiality and security of all credentials, accounts, access links, devices, browsers, sessions, and authentication methods used to access the Platform.
You must promptly notify Reason Y if you believe that any account, email address, device, access link, credential, authentication method, or Platform session has been compromised or used without authorization.
Reason Y may suspend, restrict, or terminate your access to the Platform at any time if Reason Y believes your access or use creates a security, privacy, legal, compliance, operational, or customer protection risk.
“Customer Data” means records, files, forms, tax documents, payroll records, W-2 forms, employee information, contractor information, supply cost information, project records, technical documents, financial records, tax returns, intake responses, workflow fields, uploaded files, support package materials, acceptance records, and other information uploaded, submitted, provided, generated, or organized through the Platform.
You retain ownership of Customer Data that you upload, submit, provide, or make available through the Platform. Nothing in these Terms transfers ownership of your Customer Data to Reason Y or any professional services provider.
By using the Platform, accepting these Terms, uploading Customer Data, submitting intake information, or signing an agreement that incorporates these Terms, you grant Reason Y a limited, nonexclusive license to collect, process, store, use, extract, parse, classify, normalize, organize, summarize, convert, transmit, and share Customer Data solely for purposes of:
(a) operating and maintaining the Platform;
(b) providing document intake, workflow management, and record organization services;
(c) sharing Customer Data with Procaccini Advisors or another identified professional services provider for professional review;
(d) creating workflow records, support package materials, intake summaries, acceptance records, and related engagement materials;
(e) supporting customer service, audit defense coordination, examination support, and record retention;
(f) maintaining security, troubleshooting errors, preventing fraud, and enforcing agreements; and
(g) complying with applicable law.
You authorize Reason Y to share Customer Data with Procaccini Advisors or another professional services provider identified in your customer engagement materials for purposes of professional tax review, R&D tax credit analysis, QRE classification, calculation, documentation, filing support, audit defense, and related services.
The professional services provider may retain its own professional engagement file as required or permitted by law, professional standards, engagement terms, audit defense obligations, examination support needs, and record retention obligations.
Professional services providers, including Procaccini Advisors, are expected to maintain customer records and information in accordance with their engagement terms, applicable professional standards, confidentiality obligations, and applicable law.
Reason Y’s collection, use, storage, sharing, and protection of Personal Information and Customer Data are governed by the Reason Y Privacy Policy available at taxcredits.reasony.io/legal/privacy. California residents and other individuals covered by applicable state privacy laws may have additional rights described in the California and State Privacy Notice available at taxcredits.reasony.io/legal/california-privacy.
The Reason Y Privacy Policy and any applicable state privacy notices are incorporated into these Terms by reference.
By using the Platform, signing an agreement that incorporates these Terms, clicking ‘I Agree,’ uploading documents, or submitting intake information, you acknowledge that you have read and understood the Reason Y Privacy Policy and any applicable state privacy notices and consent to Reason Y’s data practices as described in those documents.
Reason Y may use OCR, document processing, artificial intelligence assisted extraction, classification, summarization, or similar tools to process uploaded documents and workflow responses for the purpose of operating the Platform and supporting professional review.
Reason Y does not use uploaded customer tax records, payroll records, employee records, project records, or technical documents to train any artificial intelligence model, including third party or Reason Y controlled models, and will not do so without additional legal review, customer disclosure, and consent.
You acknowledge that automated extraction, classification, summarization, and workflow outputs may contain errors and must be reviewed by the applicable professional services provider before being relied upon for any tax position, filing support, or customer deliverable.
You represent and warrant that:
(a) you have authority to use the Platform on behalf of the customer organization;
(b) you have all rights, permissions, and authorizations necessary to upload, submit, and share Customer Data through the Platform;
(c) Customer Data you provide is accurate and complete to the best of your knowledge;
(d) you will not upload records that you are not authorized to provide;
(e) you will identify any requested records that do not exist, are unavailable, are incomplete, or are not applicable;
(f) you will cooperate with reasonable requests for alternative substantiation; and
(g) your use of the Platform complies with applicable law.
You are responsible for maintaining original source records and backups of Customer Data, tax records, payroll records, employee records, project records, contractor records, supply records, and other support materials. Reason Y does not replace your own record retention obligations.
You understand that signing an engagement agreement, receiving Platform access, selecting a claim path, uploading records, or completing intake steps does not guarantee that Procaccini Advisors or any other professional services provider will accept your engagement, calculate credits, prepare deliverables, or support a filing position.
If Procaccini Advisors or another professional services provider declines, cannot serve, or is not the right fit for an opportunity, Reason Y may ask for your permission to route the opportunity to another professional services provider.
Reason Y is not required to identify another provider and does not guarantee that another provider will accept the engagement.
You may use the Platform only for lawful business purposes and only as permitted by these Terms.
You may not:
(a) use the Platform for any unlawful, fraudulent, deceptive, harmful, or unauthorized purpose;
(b) upload malware, viruses, or harmful code;
(c) attempt to gain unauthorized access to the Platform, accounts, systems, or Customer Data;
(d) interfere with the security, integrity, performance, or operation of the Platform;
(e) scrape, copy, reverse engineer, decompile, disassemble, or attempt to derive source code or underlying logic from the Platform;
(f) use the Platform to build or support a competing product or service;
(g) upload content that violates the rights of another person or entity;
(h) share Platform access with unauthorized persons; or
(i) misuse Customer Data, Personal Information, or professional services provider information.
Reason Y owns all right, title, and interest in and to the Platform, including software, workflows, intake forms, prompts, templates, user interfaces, processes, configurations, documentation, business methods, data structures, acceptance workflows, and related intellectual property.
Except for the limited right to use the Platform as permitted by these Terms, you receive no ownership interest in the Platform or any Reason Y intellectual property.
If you provide suggestions, ideas, enhancement requests, comments, or feedback about the Platform, Reason Y may use them without restriction or compensation to you.
Reason Y may update, modify, suspend, restrict, replace, or discontinue any part of the Platform at any time.
Reason Y will use commercially reasonable efforts to operate the Platform, but Reason Y does not guarantee uninterrupted, error free, timely, secure, or continuous access.
The Platform may be unavailable due to maintenance, updates, technical issues, third party service interruptions, security events, hosting issues, internet failures, or events outside Reason Y’s reasonable control.
The Platform and Reason Y services are provided “as is” and “as available.”
To the maximum extent permitted by law, Reason Y disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy, availability, and security.
Reason Y does not warrant that:
(a) the Platform will meet your requirements;
(b) the Platform will be uninterrupted, error free, or completely secure;
(c) Platform outputs will be accurate, complete, or reliable;
(d) defects will be corrected;
(e) data transmission over the internet will be secure or error free; or
(f) any professional services provider will accept your engagement or reach any particular conclusion.
To the maximum extent permitted by law, Reason Y will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunity, loss of goodwill, loss of data, business interruption, or cost of substitute services, arising out of or relating to the Platform, these Terms, Customer Data, workflow outputs, or professional services provided by third parties.
To the maximum extent permitted by law, Reason Y’s total aggregate liability for all claims arising out of or relating to the Platform or these Terms will not exceed the greater of:
(a) the total amount paid directly by you to Reason Y for Platform access during the three months before the event giving rise to the claim; or
(b) one hundred dollars ($100).
Reason Y will not be liable for tax advice, tax credit eligibility, credit amounts, QRE classifications, Form 6765 positions, return filing decisions, IRS or state agency responses, audit outcomes, professional services provided by Procaccini Advisors or another professional services provider, customer supplied data, or any reliance on automated extraction, OCR, classification, summarization, or workflow outputs without professional review.
You agree to indemnify, defend, and hold harmless Reason Y and its officers, directors, members, employees, contractors, agents, service providers, licensors, and representatives from and against third party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys fees, arising out of or relating to:
(a) your use or misuse of the Platform;
(b) your violation of these Terms;
(c) Customer Data you upload, submit, or provide;
(d) your lack of authority to provide Customer Data;
(e) your violation of law or third party rights;
(f) inaccurate, incomplete, unauthorized, or misleading information you provide; or
(g) any dispute between you and a third party professional services provider, except to the extent caused by Reason Y gross negligence, willful misconduct, or material breach of these Terms.
These Terms begin when you first accept them, access the Platform, upload documents, submit intake information, or otherwise use the Platform.
You may stop using the Platform at any time.
Reason Y may suspend, restrict, or terminate your access to the Platform at any time, with or without notice, if Reason Y determines that suspension, restriction, or termination is appropriate for security, privacy, legal, compliance, operational, customer protection, business, or platform integrity reasons.
Termination does not affect rights and obligations that arose before termination, including data rights, payment obligations, confidentiality obligations, limitation of liability, indemnification, record retention, dispute resolution, or other provisions that by their nature should survive.
These Terms are governed by the laws of the State of Maine, without regard to conflict of law rules.
You consent to exclusive jurisdiction and venue in the state and federal courts located in Cumberland County, Maine, for any dispute arising out of or relating to these Terms or the Platform, except that Reason Y may seek injunctive or equitable relief in any court of competent jurisdiction.
Reason Y may update these Terms from time to time by posting an updated version on the Platform or otherwise providing notice.
The updated Terms will apply to future use of the Platform after the updated version is posted or notice is provided.
If you do not agree to updated Terms, you must stop using the Platform.
These Terms, together with the Reason Y Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Reason Y regarding the Platform.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect.
You may not assign these Terms without Reason Y’s prior written consent. Reason Y may assign these Terms in connection with a merger, reorganization, sale of assets, change of control, or transfer of the Platform.
No failure by Reason Y to enforce any provision of these Terms will be treated as a waiver.
Electronic acceptance of these Terms has the same effect as a signed written agreement.
Reason Y LLC
225 Commercial Street, Suite 501
Portland, Maine 04101
Email: [email protected]
Privacy requests: [email protected]