Terms of Service

1. Acceptance of Terms

By accessing or using UTAXO ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

You must be at least 18 years of age to use this Service. By using UTAXO, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

2. Service Description

UTAXO is a portfolio analytics tool that provides cost basis calculations for Bitcoin Ordinals, Runes, and BRC-20 tokens. The Service analyzes publicly available blockchain data to generate reports showing transaction history and calculated cost basis using First-In, First-Out (FIFO) methodology.

UTAXO is NOT tax software. UTAXO is NOT a tax preparer. The reports and calculations provided are for informational purposes only.

You are solely responsible for: (a) verifying the accuracy of all data and calculations before using them for any purpose, including but not limited to tax filings; (b) retaining all records and reconciling all transaction information relating to your use of the Service; and (c) maintaining your own independent records of all cryptocurrency transactions.

3. No Professional Advice Disclaimer

The information provided by UTAXO does not constitute tax advice, legal advice, financial advice, or any other professional advice. The Service is not a substitute for consultation with qualified tax, legal, or financial professionals.

You should consult with a qualified tax professional, such as a CPA or Enrolled Agent, before making any decisions based on information provided by this Service, including decisions related to tax filings, tax planning, or compliance with tax laws.

4. Regulatory Uncertainty Acknowledgment

You acknowledge and understand that:

• There is no specific IRS guidance regarding the tax treatment of Bitcoin Ordinals, Runes, or BRC-20 tokens as of the date of these Terms.
• Digital art NFTs (including certain Ordinals) may potentially be classified as "collectibles" under IRC Section 408(m), which could subject them to a 28% maximum capital gains tax rate rather than the standard long-term capital gains rates. See IRS Notice 2023-27 for guidance on this matter.
• UTAXO makes no determination as to whether any digital asset constitutes a security, commodity, collectible, or other regulated financial instrument. The categorization of assets within our reports is for informational purposes only and does not constitute a legal opinion on the regulatory status of any asset.
• The tax treatment of these digital assets is uncertain, evolving, and may change based on future IRS guidance, legislation, or court decisions.
• UTAXO's calculations and classifications are based on reasonable interpretations of existing tax principles but may not reflect the ultimate position of tax authorities.

5. Data Sources & Accuracy

UTAXO sources data from third-party APIs and data providers, including but not limited to:

• Best in Slot API
• Magic Eden API
• Ordiscan API
• Mempool.space
• CoinGecko (for BTC/USD price data)
• Public Bitcoin blockchain data

No Guarantee of Accuracy: UTAXO does not guarantee the completeness, accuracy, timeliness, or reliability of any data obtained from these sources. Third-party APIs may contain errors, omissions, or become temporarily or permanently unavailable.

Historical Price Limitations: Historical prices for certain transactions, particularly primary mints and early sales, may be unavailable. Where pricing data is unavailable, transactions may be marked as "Unknown Cost Basis" or "Manual Review Required."

User Verification Required: You must independently verify all data, calculations, and reports before relying on them for any purpose.

6. Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, NONINFRINGEMENT, AND AVAILABILITY.

UTAXO SHALL NOT BE LIABLE FOR ANY:

• Tax penalties, interest, or additional taxes assessed by any tax authority
• Incorrect tax filings or tax positions taken based on UTAXO reports
• IRS audits, examinations, or enforcement actions
• Lost, corrupted, or inaccessible data
• Failures, errors, or unavailability of third-party APIs or data sources
• Indirect, incidental, special, consequential, punitive, or exemplary damages
• Lost profits, revenue, business opportunities, or business interruption

7. Indemnification

You agree to indemnify, defend, and hold harmless UTAXO, its owners, operators, affiliates, and their respective officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your tax filings, tax positions, or tax-related decisions made using UTAXO reports
• Your reliance on any data, calculations, or reports provided by the Service
• Your violation of these Terms
• Your violation of any applicable laws, regulations, or third-party rights
• Any dispute between you and any tax authority

UTAXO reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with UTAXO in asserting any available defenses.

8. Payment Terms

Cryptocurrency Payments: UTAXO accepts payment in cryptocurrency. All cryptocurrency payments are non-refundable due to the irreversible nature of blockchain transactions.

Access Granted Upon Confirmation: Access to paid features will be granted upon sufficient blockchain confirmations of your payment transaction.

Pricing Changes: UTAXO reserves the right to change pricing at any time without prior notice. Price changes will not affect access already purchased.

Cryptocurrency Payment Disclaimer: Payments must be sent exactly as instructed. UTAXO does not support Replace-By-Fee (RBF) transaction modifications. If you use external tools (such as Electrum, Sparrow, or other wallet software) to modify, accelerate, or replace a pending Bitcoin transaction, UTAXO cannot guarantee detection or confirmation of your payment. Any use of RBF, CPFP (Child-Pays-For-Parent), or other transaction modification techniques is at your sole risk. If a modified transaction results in payment issues, contact support@utaxo.xyz for manual resolution.

9. Dispute Resolution

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures.

Class Action Waiver: YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN UTAXO AND YOU INDIVIDUALLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING.

Jury Trial Waiver: YOU AND UTAXO EACH WAIVE ANY RIGHT TO A JURY TRIAL. If for any reason a dispute proceeds in court rather than in arbitration, you and UTAXO each waive any right to a jury trial.

Opt-Out: You may opt out of this arbitration agreement by sending written notice to support@utaxo.xyz within thirty (30) days of first accepting these Terms. Your notice must include your name and a clear statement that you wish to opt out of this arbitration agreement.

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Venue: For any disputes not subject to arbitration, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

10. Modifications to Terms

UTAXO reserves the right to modify these Terms at any time. Updated Terms will be posted on this page with a revised "Last Updated" date.

Your continued use of the Service after any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service.

11. Termination

Termination by UTAXO: We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice, including for any violation of these Terms.

Termination by You: You may stop using the Service at any time. Termination does not entitle you to any refund of fees paid.

12. Miscellaneous

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and UTAXO regarding the Service.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver: UTAXO's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13. Contact Information

For questions about these Terms of Service, please contact us at:

support@utaxo.xyz