The Company develops and markets certain tax preparation software for use by professional tax preparers with functionality that may include electronic filing, tax refund and bank products (as available), audit protection, IRS correspondence services, and other products and services for tax professionals and taxpayers (each a “Product” and collectively, the “Products”). The Customer wishes to purchase certain Products and the Company wishes to sell the Products pursuant to the terms and conditions of this Agreement.
The parties hereby agree as follows:
- DEFINITIONS. The following capitalized terms will have the meanings specified in this Section 1.
- “Active Product Life” is the time period in which a Customer or Designated User may access the Product, input information, and make modifications or additions to such information.
- “Designated User” is defined in Section 3 below.
- “Legal Requirements” is defined in Section 11A below.
- “Payment Due Date” is the date on which payment is due for a particular Product. Each Product may have one or more Payment Due Dates.
- “Product Code” means the code assigned to a particular Product.
- “Product Expiration Date” is the last day of the Active Product Life of a Product and is listed in the Product Specific Terms.
- “Product Period of Availability” is the time in which a particular Product may be viewed and accessed but no changes or additional information including but not limited to taxpayer information, may be added regarding such Product. The Product Period of Availability may be longer that the Active Product Life.
- “Product Specific Terms” is defined in Section 2B below.
- SALE OF PRODUCTS AND SYSTEM.
- Products and System. Pursuant to the terms and conditions of this Agreement, the Company shall sell to Customer and Customer shall purchase the Products. A Product is available for use once the applicable required payment for such Product is received by the Company. Products may be combined with other Products and offered as bundled Products. The terms and conditions of this Agreement apply to all modes of delivery and access of the Products, whether via desktop, mobile applications or otherwise. Most Products will be assigned a Product Code. The Product Codes and associated pricing may only be available for limited periods of time. If a Product Code or associated pricing (or both) is not listed on the Company’s website, it will be considered unavailable unless otherwise agreed to in writing by the Company. The Company will provide a System to the Customer for the preparation of tax returns. The “System” is defined as the aggregate of all Products, and all tax software, the associated physical infrastructure used to deliver Products, internal and external connectivity, and all ancillary devices and methods used in connection with its operation.
- Active Product Life and Product Period of Availability. Each Product has a designated Active Product Life. The Company may, in its sole discretion, designate a Product Period of Availability for a Product which will allow the Customer to access a Product beyond the Active Product Life. The Customer will be able to view and access information but will not be able to input or change any existing information, including but not limited to taxpayer information. The Company will notify Customer in writing if Customer is granted such access, and any associated restrictions or additional fees.
- Promotions. In order to incentivize existing or potential purchasers, the Company, in its sole discretion, may offer certain time sensitive promotions to all or select customers with respect to certain Products with designated promotional codes. Such promotional offers may not be publicly available or offered, and are offered at Company’s sole discretion. Such promotions are offered on such terms, conditions, and limitations as may be required by the Company.
- RIGHT TO USE AND NUMBER OF USERS. This Agreement grants the Customer a non-exclusive, limited, non-transferable and non-assignable license and right to use the System in connection with utilization of one or more Products. As set forth in the Product Specific Terms, the Customer may designate a certain number of users (each a “Designated User”) to utilize the System through the Customer’s account. A Designated User may be used by only one person, and no two people may share a user account. The maximum number of Designated Users for each Product will be set forth in the Product Specific Terms. The maximum number of Designated Users for each Product may be limited at Company’s sole and absolute discretion. The Company grants each Designated User a non-exclusive, limited, non-transferable and non-assignable right and license to use the System in connection with utilization of one or more of the Products purchased by the Customer. The Company retains all right, title, and interest in and to the System. This Agreement does not allow the Customer or any Designated User (or both) to modify any part of the System. Customer and each Designated User is prohibited from attempting to circumvent any security features of the System, and from attempting to modify or disassemble the System or any portion thereto. Customer shall not, and shall not permit any Designated User or any other party to, engage in, solicit, or promote any activity that is objectionable, or may violate any Legal Requirements, violate the rights of others, is likely to cause notoriety, harm or damage to the reputation of Company, or could subject Company to liability to third parties, or any combination of the above, all as determined by the Company in its sole discretion.
- THIRD PARTY PRODUCTS. The Company may offer certain products developed, produced and/or owned by a third party (each a “Third Party Product”). Third Party Products, include, but are not limited to, products regarding audit protection, and bank and fee payment products. The Company may provide certain information to the provider, facilitator, and/or owner (or any combination thereof) of a Third Party Product (the “Third Party Provider”). The Company may also provide certain taxpayer bank account information to the Internal Revenue Service in connection with Third Party Products. If Customer wishes to offer Third Party Products, Customer may need to contract directly with the Third Party Provider. In some instances, the Company may facilitate the interaction between Customer and Third Party Provider. The Third Party Provider may charge the Customer or taxpayer a fee for the Third Party Product. The Customer may charge a markup fee to its taxpayer clients for Third Party Products if the Third Party Product provider and Company allow such a markup. The Third Party Provider may collect the fee for the Third Party Product directly from the Customer, or the Company, for a fee, may facilitate the collection of fees for the Customer’s services to taxpayers, and/or fees owed for Third Party Products. In connection with some Third Party Products, a bank or other third party financial institution may receive taxpayer refund amounts from the IRS which are then distributed to the taxpayer after deduction and distribution of fees charged by the Company, the financial institution, the Third Party Provider, and the Customer. The Company may from time to time have an agreement directly with a Third Party Provider regarding the collection of fees and distribution of funds. The Company is not responsible for and shall have no liability with respect to the distribution of funds from the IRS to any financial institution and from any financial institution to any of the following: the Customer, any Third Party Provider, or any taxpayer, and Customer shall indemnify Company for any such Claims related thereto as further provided in Section 13 below.
- No extensions. The fees or payments associated with the Products may be one-time payments, monthly payments, annual payments, or otherwise. No adjustment to the due date for any periodic payments will be made if the Product Period of Availability extends beyond the date that periodic payments are due. By way of example only, if a Product is billed monthly for one year but the Product Period of Availability is two years, all monthly payments would be due and payable as designated within the twelve month period.
- Administrative Fee for Late Payment. Whether payments are made through scheduled credit card charges, Automatic Clearing House (ACH), or otherwise, periodic payments must be received on or before the due date. If payment is made through a scheduled credit card charge or ACH, and the charge or deduction is not honored for the full amount owed at the time the Company initiates the charge, the payment is deemed to not have been made timely. If any payments are not made timely, any payment amount that was part of a special offer will be voided, and the payment amount due will revert to the current standard monthly fee for that Product. Additionally, a reactivation fee will be charged and collected for reactivation of the Customer’s account prior to the account being reactivated, and the Customer account will be charged the standard payment amount for such Product. The Company may also charge an administrative and/or service fee for all dishonored charges and late payments. The Company may also assess a periodic additional service charge to compensate for billing and related communication purposes with respect to any late payment.
- Notice of Change of Payment Method. The Customer must give prompt notice, but in no event later than five (5) business days prior to any Payment Due Date (A) of any expiration or cancellation of any credit or debit card, or insufficient or invalid bank account information, or (B) if Customer desires for any reason to change its payment method and information. The Customer must provide valid replacement payment information at least five days prior to any scheduled Payment Due Date or the Customer will be deemed to be in material breach of this Agreement.
- PRODUCT CHANGE RESTRICTIONS AND FEES. The Customer will be assessed a charge if the Customer requests a change to their Product selection to one or more other Products during the existing Product contract period. Fees will not be refunded or credited to Customer if the new Product requested by the Customer is offered at a lower price than the existing Product purchased by the Customer. If the existing Customer Product is billed through periodic payments, the Company, in its sole discretion, may (1) prohibit the Product change if the cost for the new Product desired by the Customer is less, or (2) treat such Product change as an early termination of the current Product contract period which may result in assessment of early termination fees.
- EARLY TERMINATION: If the Customer terminates the Agreement prior to the expiration date of the contract period as set forth in the Product Specific Terms, an early termination fee will be assessed. Unless otherwise specified in writing, the early termination fee is the sum of the remainder of the payments for the particular Product purchased plus the Administrative Fee (as defined in Section 8).
- LEVEL OF SUPPORT AND ADMINISTRATIVE FEES: Company does not provide tax preparation advice or professional advice of any type. Unless otherwise expressed in writing, the level of support offered by Company will consist solely of instructions regarding use of the Product and System. This support will be available online, or be delivered by email. In most cases, requested support and instructions will be delivered within twenty four (24) hours. Other support levels may be available for a fee. There may be administrative fees assessed when the Customer requests assistance over and above that normally associated with use of the System. Instances in which administrative fees may be assessed, include, but are not limited to, assistance with specialized products, actions related to collection of payments and fees, specialized services requested beyond those that are normally available, and other actions not normally associated with System use. Unless otherwise specified in writing, the administrative fee is $35.00 per request for assistance (the “Administrative Fee”). In no instances will support include any legal, financial, accounting, tax, health care, real estate or other professional services or advice or assistance regarding completion of any tax returns, or include any advice or assistance regarding compliance with any Legal Requirements,. The Customer acknowledges, represents and warrants that (i) it is a professional tax return preparer, as defined in Treasury Regulation Section 301.7216-1(b)(2), and as such, is providing tax preparation or auxiliary services (or both) in connection with the provision of tax preparation services and is operating in accordance with Treasury Regulation Section 301.7216 and 26 U.S. Code §7216, (ii) Customer is an Electronic Return Originator (ERO) with a valid Electronic Filer Identification Number (EFIN) as defined in IRS Publication 1345, and (iii) Customer is not relying on the Company with respect to preparation of any tax return, or with respect to compliance with any Legal Requirements. Customer understands that Customer is solely responsible for compliance with all Legal Requirements. No tax preparation assistance or tax advice is provided by the Company.
- INSPECTION AND RIGHT OF RESCISSION/NO OTHER REFUNDS. The Company makes each Product publicly available at its website, and offers Customers a free trial without any obligation to purchase any Product. The free trial is available in order for the Customer to test such Product to determine its suitability for Customer’s needs. The Customer represents and warrants that it has inspected the Product and determined it is sufficient for its needs. Customer accepts full responsibility for, and Company has no liability or responsibility with respect to, any or all of the following: (i) selection of adequate and appropriate Product to satisfy its business needs and achieve its intended results; (ii) use of the Product; (iii) all results obtained from use of the Product including any errors of any kind or nature; and (iv) selection, use of, and results obtained from any other programs, computer equipment or services used in connection with the Product. The Customer has a right to rescind this Agreement and receive a full refund within seventy-two (72) hours of purchase of a Product or Products by providing written notice to Company. The notice must be received by the Company within the seventy-two (72) hour period. The right to rescind will only apply with respect to any Product purchase that is rescinded within the seventy-two hour period. Any agreements with respect to any other Products purchased by the Customer will remain in full force and effect. Upon cancellation pursuant to this Section 9, the Customer will have no further payment obligation with respect to this Agreement, and will no longer have any access to the System with respect to any Product purchase that has been cancelled pursuant to this Section 9. Other than the right of rescission as set forth above, the Company will not issue any refunds with respect to the Products.
- AVAILABILITY OF PRODUCT. Not all Products will be available in all jurisdictions or at all times. Most Products are updated and redesigned periodically. There may be component parts of a Product that become available or unavailable at different times. By way of example only, the return preparation and e-filing software contains federal and state return capabilities, and the ability to prepare a federal return generally is available prior to the state returns. The availability of state returns will also vary from one state to another. Availability and approval status of the states may be viewed at https://www.fileyourtaxes.com/supported-states. Normally supported forms may be reviewed at https://www.fileyourtaxes.com/system-limitations. Other Products may be added or deleted from the list of offered Products at any time, in the sole discretion of the Company. Customer’s or any Designated User’s (or any combination thereof) access to the Product may be suspended or denied at the end of the Product Period of Availability, at the sole discretion of the Company. Any attempt to use the Product once the access is no longer available is prohibited and is a material breach of this Agreement.
- INFORMATION, DEFAULT/BREACH AND TERMINATION OF ACCESS.
- Information. The Company may receive requests from governmental authorities regarding Customer information and taxpayer information. The Company will comply as required by any Legal Requirements with any demand, summons, order or subpoena of any court, grand jury, administrative or regulatory agency, body or commission, law enforcement agency or otherwise, and will comply with any written requests for, any Customer or taxpayer information that are in compliance with applicable federal, state and local laws, rules, statutes, ordinances, and regulations, including but not limited to, 26 U.S. Code § 7216, Treasury Regulation Section 301.7216 and IRS Publications 1345 and 3112, the California Business and Professions Code Division 8 Chapter 14, and other legal requirements of any local, state or federal governing body or authority (collectively, the “Legal Requirements”). The Customer is consenting to Company’s use of provided information for these stated purposes by electronically signing and providing the Customer’s eSignature.
- When filing returns electronically, the tax returns will be transmitted electronically to the applicable federal or state taxing authority. Company will retain any records required by law. Company cannot guarantee that the taxing authority will accept a return due to circumstances beyond Company’s control (e.g., incorrect user information, malfunction of the tax authority’s system, etc.). Company also cannot guarantee that a return or filing will considered timely filed and advises Customers to file well before a filing deadline or obtain extensions of time to file for taxpayers when filing close to a filing deadline. Customer is responsible for verifying the status of returns that Customer files electronically to confirm that such returns have been received and accepted by the applicable taxing authority and, if necessary, Customer is responsible for filing any return manually. By using Company’s System to prepare and submit tax returns, Customer consents to the disclosure by Company to the IRS and any other tax or revenue authority of all information pertaining to Customer’s use of the Services. When filing one or more State tax returns for a taxpayer, Customer consents to the disclosure of all information pertaining to Customer’s use of the Product and System as permitted by any Legal Requirements and as further provided in subparagraph A above.
- In addition to any failure to comply with any term or provision of this Agreement, any of the following events will also be deemed a breach of this Agreement by Customer, at Company’s sole discretion: (1) The Customer or any Designated User misuses the System; (2) Customer’s or any Designated User’s use is improper or substantially exceeds, or is different from, normal use by other users; (3) Customer’s or any Designated User’s use raises suspicion of fraud, misuse, illegal activity, security concerns, or use of the System to impersonate another person or entity or other form of identity theft, or unauthorized access issues, with any of the above as determined by Company (in its sole and absolute discretion) or as reported to Company by a third party; (4) the Customer or any Designated User uses the System for any unlawful purposes; (5) The Customer or any Designated User uses the System for purposes other than intended; (6) The Customer or any Designated User fails to comply with any term, obligation, covenant, or condition of this Agreement or the Product Specific Terms (or both); (7) The Customer fails to make one or more timely payments; (8) Customer is unable or unwilling to provide information or documentation to verify an IRS issued Authorized IRS e-file Provider or EFIN status in a form acceptable to Company, or if Company is unable to verify or validate Customer’s status; or (9) any combination of the above. A breach or default may also be deemed to occur (to be determined in Company’s sole and absolute discretion) if Company is requested by any governmental authority to provide information regarding the Customer or any returns prepared by the Customer or any Designated User as further provided in subparagraph A above, or the Company is requested to block or restrict access to the System or any returns prepared by the Customer or any Designated User, or any combination thereof. The Customer consents to the Company providing such information, and consents to the Company blocking Customer’s and any Designated User’s access to the System in accordance with such requests, and without providing notice to the Customer to the fullest extent permitted by law. In the event of any default or breach, Company at its sole and absolute discretion, may restrict or deny the Customer and any Designated Users access to the System or any Products without notice to the Customer to the fullest extent permitted by law, in addition to any other rights and remedies at law or in equity. By signing this Agreement, the Customer acknowledges and consents to Company’s right to restrict Customer’s access to the System and any Product without notice to the fullest extent permitted by law.
- AS IS/SERVICE LIMITATIONS. Company offers an online system that requires the utilization of Internet resources which may or may not be available with full and/or optimum functionality at all times. Therefore, in as much as the fact that the Company does not anticipate any interruptions other than normal scheduled maintenance, the Company does not warrant continuous, uninterrupted service. Among other things, the service may be interrupted, delayed or otherwise limited for a variety of reasons, including but not limited to environmental conditions, scheduled maintenance, unavailability of phone or internet connectivity, system capacity, access limitations by government agencies in the event of a disaster or emergency, coordination with other systems, equipment modifications and repairs, problems with the facilities of connecting carriers, and circumstances beyond Company’s control. The Company will have no liability to Customer for any updates, modifications, or changes in systems, operations, equipment, or technology that cause the Customer’s computers or associate devices to be rendered obsolete or require modification.
- AS-IS and No Warranty. The System is provided “AS IS” and “WITH ALL FAULTS”. No express warranties are given and no affirmation of the Company as the seller, by words or action, will constitute a warranty. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH THE CUSTOMER AS THE BUYER. Without limiting the above, it is expressly stated that no warranties are made regarding the timeliness of a filed return or to the performance of the System or otherwise. The Company expressly disclaims all warranties regarding the suitability, security, reliability, timeliness, and performance of the System and the Company’s services AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, AND THE COMPANY’S AFFILIATES AND THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AVAILABILITY OF TELECOMMUNICATION SERVICES, ACCESS TO THE SYSTEM AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SYSTEM. THE COMPANY DOES NOT WARRANT THAT THE SYSTEM IS SECURE OR WILL BE FREE FROM BUGS, VIRUSES, OR ERRORS. IF THE EXCLUSION OF THE IMPLIED WARRANTIES DOES NOT APPLY TO CUSTOMER, ANY IMPLIED WARRANTIES ARE LIMITED TO 90 DAYS FROM DATE OF PURCHASE OF THE PRODUCT AT ISSUE UNLESS A LONGER TIME PERIOD IS EXPRESSLY REQUIRED BY LAW. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE SYSTEM WILL SATISFY OR ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS, RULES, REGULATIONS, OR OTHER LEGAL REQUIREMENTS AND DOES NOT GUARANTEE THE ACCURACY OF ANY CALCULATIONS. CUSTOMER AGREES THAT CUSTOMER HAS INDEPENDENTLY VERIFIED THE QUALITY, MERCHANTABILITY, FITNESS AND APPLICABILITY TO CUSTOMER’S PURPOSES AND THE UTILITY OF SUCH PRODUCTS PRIOR TO PURCHASING ANY PRODUCT.
- No Warranties on Third Party Products. The Company makes no warranties with respect to Third Party Products. No express warranties are given and no affirmation of the Company as the seller, by words or action, will constitute a warranty. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF ANY THIRD PARTY PRODUCT IS WITH THE CUSTOMER AS THE BUYER. ALL THIRD PARTY PRODUCTS UTILIZED BY THE COMPANY IN CONNECTION WITH THE SYSTEM OR UTILIZED BY ANY CUSTOMER OR DESIGNATED USER (OR BOTH) ARE BEING PROVIDED “AS IS” AND “WITH ALL FAULTS”. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, AND THE COMPANY’S AFFILIATES AND THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AVAILABILITY OF TELECOMMUNICATION SERVICES, ACCESS TO THE THIRD PARTY PRODUCT AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO ANY THIRD PARTY PRODUCT. THE COMPANY DOES NOT WARRANT THAT ANY THIRD PARTY PRODUCT IS SECURE OR WILL BE FREE FROM BUGS, VIRUSES, OR ERRORS. IF THE EXCLUSION OF THE IMPLIED WARRANTIES DOES NOT APPLY TO CUSTOMER, ANY IMPLIED WARRANTIES WITH RESPECT TO THIRD PARTY PRODUCTS ARE LIMITED TO 90 DAYS FROM THE FIRST DATE OF PURCHASE OF ANY THIRD PARTY PRODUCT AT ISSUE UNLESS A LONGER TIME PERIOD IS EXPRESSLY REQUIRED BY LAW. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF ANY THIRD PARTY PRODUCT WILL SATISFY OR ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS, RULES, REGULATIONS, OR OTHER LEGAL REQUIREMENTS. CUSTOMER AGREES THAT CUSTOMER HAS INDEPENDENTLY VERIFIED THE QUALITY, MERCHANTABILITY, FITNESS AND APPLICABILITY TO CUSTOMER’S PURPOSES AND THE UTILITY OF SUCH THIRD PARTY PRODUCTS PRIOR TO UTILIZING ANY THIRD PARTY PRODUCT
- INDEMNITY AND LIABILITY LIMITATION.
- Damage Limitation. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY’S AND THE COMPANY’S AFFILIATES AND PROVIDERS, TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER WILL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY RECEIVED BY THE COMPANY FROM THE CUSTOMER DURING THE 12 MONTH PERIOD PRIOR TO ASSERTION OF THE CLAIM AT ISSUE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE COMPANY, AND THE COMPANY’S AFFILIATES AND PROVIDERS, ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) PERSONAL INJURY, PROPERTY DAMAGE, DAMAGES RELATED TO LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS, LOSS OR THEFT OF DATA; (C) FAILURES OF TELECOMMUNICATIONS, INTERNET ACCESS, ELECTRONIC COMMUNICATIONS, OR ACCESS TO THE SYSTEM FOR ANY REASON, OR CORRUPTION, SECURITY ISSUES, VIRUSES, SPYWARE, SYSTEM FAILURES, OR USE OF HARDWARE OR SOFTWARE THAT DOES NOT MEET THE SYSTEM REQUIREMENTS; (D) ANY CALCULATION ERRORS ON ANY TAX RETURN OR RELATED DOCUMENT; OR (E) ANY COMBINATION OF THE ABOVE, WHETHER BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY. THE ABOVE EXCLUSIONS APPLY EVEN IF THE COMPANY IS AWARE, OR ANY OF THE COMPANY’S AFFILIATES, OR PROVIDERS ARE AWARE, OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE COMPANY’S, AND THE COMPANY’S AFFILIATES AND PROVIDERS, ENTIRE LIABILITY AND THE CUSTOMER’S EXCLUSIVE REMEDIES WITH RESPECT TO THE COMPANY’S PRODUCTS AND SERVICES AND WITH RESPECT TO THE SYSTEM AND ITS USE, AND THE CUSTOMER IS PRECLUDED FROM SEEKING ANY OTHER DAMAGES AGAINST THE COMPANY, OR THE COMPANY’S AFFILIATES, OR ANY THIRD PARTY PROVIDERS.
- NOTICE. Any and all notices, demands, requests or other communications required or permitted by this Agreement or by law to be served on, given to or delivered to any party hereto by any other party to this Agreement shall be in writing and shall be deemed duly served, given or delivered upon delivery: (a) by email, pdf or other electronic delivery; (b) by an overnight courier service (with fees prepaid and proof of delivery); (c) by hand delivery or courier service (fees prepaid and proof of delivery); (d) by certified or registered mail (return receipt requested and first-class postage prepaid); or (e) upon the intended recipient’s refusal to accept delivery, and addressed to the Company as designated below, or to Customer at addresses maintained by the Company. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been duly given to the party to which it is addressed (i) at the close of business, local time of the recipient, on the third day after the day it is so placed in the mail, (ii) the next business day following delivery by email or other electronic delivery, hand delivery, courier service or overnight delivery service, or (iii) upon the intended recipient’s refusal to accept delivery. Any notice, demand, request, or other communication required or permitted by this Agreement or by law shall refer to the specific Section of this Agreement under which notice, demand, request or other communication is being given and describe with specificity the reason for such notice, demand, request, or other communication. Any party may change its address for the purposes of this Agreement, by giving notice of the change, in the manner required by this Agreement, to the other party. The Company reserves the right to give notices to the Customer electronically by use of email. Customer agrees to always maintain accurate email address and other contact information in the System.
For the Company:
Tax Vision LLC
Phone Number: (800) 687-1096
- SECURITY & PRIVACY- CUSTOMER OBLIGATIONS AND RESPONSIBILITIES
- The Customer understands that most software and the utilities acquired from the Company will allow the user to ultimately connect with tax agencies and financial institutions. Customer understands and agrees that Customer must maintain and currently maintains an information security program that meets the requirements set forth by the Federal Trade Commission, Internal Revenue Service, and applicable Legal Requirements. For more information please visit the Federal Trade Commission web site www.ftc.gov or the Internal Revenue Service website at www.irs.gov. Further, the security and privacy of taxpayer data are protected by various Federal, state, and local laws and regulations and other Legal Requirements. Therefore, the Customer agrees that it will always be vigilant in the use of the Product and will not allow any others who are not licensed or do not have the appropriate security training to use the Product. To avoid potential security risks, the Customer acknowledges and agrees that it will not construct methods or devices or allow the automated submission of data into the System. Customer will comply with all applicable Legal Requirements. The Customer will not share logins, passwords, access credentials, or operational processes with any other person or entity except for Designated Users. No two people are allowed to have the same username in the System. The Customer will designate a person who shall have the responsibility and authority to ensure compliance with these requirements and will report the name and contact information of this person to the Company. If the person designated no longer has authority to ensure compliance, the Customer will provide the same information for the new responsible and designated person. Unlawful or unauthorized use of the System is prohibited. In cases where Customer directs Company to use or disclose taxpayer information (which must be in writing) for purposes other than the preparing or filing of the tax return, the Customer will obtain and retain appropriate and applicable consents from taxpayers to disclosure and use of this information and Customer will be solely liable regarding use or disclosure of such information.
- Company may use feedback Customer provides. Customer agrees that Company may use Customer feedback, suggestions, or ideas in any way, including but not limited to, in future modifications of the Product or System, or advertising or marketing materials. Customer consents to such use and grants Company a perpetual, worldwide, fully transferable and assignable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback Customer provides to Company in any way.
- Company may monitor any Customer content and Customer activity related to any Product. Company may, but has no obligation to, monitor access to, or use of, the Product and System to ensure compliance with this Agreement, and compliance with all Legal Requirements. Company may disclose any information necessary to satisfy Company’s legal obligations, to protect Company or its customers, or to operate the Software properly (or any combination thereof). Company does not maintain any records for Customer, including, but not limited to, any records as may be required by Customer to comply with any Legal Requirements. Customer agrees to maintain all necessary records for compliance with all Legal Requirements.
- ELIGIBILITY. The Customer acknowledges and understands that the Internal Revenue Service or other local, state, Federal, or other government agencies may curtail or prohibit the Customer’s eligibility to purchase and use Company’s Product(s) at any time. The Company will not be in breach of this Agreement if any such curtailment or prohibition shall occur and shall not be obligated to refund any fees paid by the Customer.
- TRANSFERABILITY AND WAIVER. This Agreement may not be transferred or assigned by Customer without the Company’s prior written consent. Company may transfer or assign this Agreement without the consent of Customer. The waiver by either party of any breach of this Agreement by the other party shall not be effective unless in writing, and no such waiver shall constitute the waiver of the same or another breach on a subsequent occasion.
- JOINT AND SEVERAL LIABILITY AND FUTURE ACTS. In the event that this Agreement is signed on behalf of Customer by more than one signatory to this Agreement, their obligations shall be joint and several and each specifically agree to be bound by all the provisions as set out in this Agreement. Each party to this Agreement shall perform any and all acts and shall execute any and all documents that may be reasonably necessary to carry out the provisions and the intent of this Agreement.
- PROFESSIONAL CAPABILITY AND RESPONSIBILITY. The Customer understands and agrees that the use of certain Products require professional knowledge and ability beyond what is provided within the Product. All decisions regarding the tax treatment of items reflected on tax returns using the Product and System are made solely by the Customer. For example, a Customer that uses a tax preparation product must have sufficient knowledge of tax law to use the Product. The Product merely is a tool of convenience, providing mechanical and computational assistance. The Customer acknowledges and agrees to be properly credentialed and registered if the Customer operates in a jurisdiction that requires such registration and credentials. The Customer acknowledges and agrees that no tax preparation assistance or tax advice is provided in the System or in any Product, nor does the Company make any guarantees or promises regarding the outcome of any return or interactions with any taxing authority. Customer is solely responsible for compliance with all Legal Requirements. Customer agrees not to use, nor allow any third party, to use the System or any Product in any manner that violates any applicable Legal Requirements, or this Agreement. Customer agrees that it will not sell, reproduce, modify, copy, trade, lease, or resell the System or any Product, or make the System or any Product available on any file sharing or application hosting service or other open online format or service. The Customer is solely responsible to review all information entered into the System to ensure that it is accurate and correct. Customer acknowledges and agrees that use of the Product and System does not relieve Customer of its responsibility, including those to any third party, for the preparation, content, accuracy, and review of such returns. Customer understands and agrees that Customer is not relying on Company for any advice regarding the appropriate tax treatment of items reflected on returns processed using any Product or the System (or both). Customer agrees to review any computations made by the Product and to satisfy itself that any computations are true and correct. COMPANY DOES NOT ASSUME ANY LIABILITY FOR INCORRECT CALCULATIONS WITH RESPECT TO USE OF ANY PRODUCT OR THE SYSTEM (OR BOTH).
- SEVERABILITY AND AUTHORITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the fullest extent permitted by law, provided the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable. Each party represents and warrants that it has the power and authority to execute and deliver this Agreement and perform its obligations hereunder and all necessary corporate or entity action has been taken sufficient to enable such entity to enter into this Agreement. Such representation and warranty shall survive any restrictions to access of the System and any termination and shall survive expiration of this Agreement.
- SUCCESSORS AND ASSIGNS. This Agreement is binding and enforceable against each party and such party’s permitted heirs, executors, administrators, successors and assigns. Any representations and warranties made by Customer, and any warranty waiver, liability limitations, and indemnity obligations shall survive any restrictions to access of the System and shall also survive expiration or termination of this Agreement. All provisions of this Agreement which by their nature are intended to survive the expiration or termination of this Agreement shall survive, including any provisions specifically identified as surviving any such expiration or termination.
- JURISDICTION AND ARBITRATION. This Agreement shall be construed and governed by the laws of the State of Illinois without giving effect to any choice or conflict of laws rule or provision that would cause the application of the domestic substantive laws of any other jurisdiction. If any disputes arise, and the total amount of the Customer’s claims in dispute is more than Ten Thousand Dollars ($10,000.00), the claim(s) shall be submitted to binding arbitration, as follows: The party who intends to seek arbitration must first send, by U.S. certified mail, a written notice of dispute to the other party. The notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought. The parties then shall attempt in good faith to informally resolve the dispute. If no resolution is reached within 30 days after the notice is received, either party may commence an arbitration proceeding, in accordance with the Streamlined Arbitration Rules & Procedures of the Judicial Arbitration and Mediation Service (JAMS), available at www.jamsadr.com. The arbitration shall be conducted in Ventura County, California, before a single arbitrator. The fees of the arbitrator shall be shared equally between the parties unless otherwise required by arbitration rules or applicable law. The parties agree that, by assenting to this Agreement, they are each waiving the right to a trial by jury. Further, in consideration for the Customer’s use of the System, the Customer agrees not to assert any claim as a class plaintiff or representative plaintiff or to participate, as a class member or otherwise, in any representative action against the Company. Nothing in this paragraph limits the Customer’s rights to assert any individual claim in accordance with this Agreement. Except as otherwise provided, the state and federal courts for Ventura County, California, shall be the exclusive forums for any dispute arising out of or related to this Agreement. Each party agrees not to object to such courts on the grounds of lack of personal jurisdiction, improper venue or forum non conveniens. This arbitration clause, in its current form, will apply to all disputes between the parties, including those arising from or related to past dealings between the parties except with respect to any disputes that the parties had actual notice of before the effective date of this clause in its current form.
- CHANGE OF TERMS. Except as otherwise provided herein, any modification of this Agreement is valid only if set forth in a writing signed by both the Company and Customer, provided, however, that the Company reserves the right, at any time, to make modifications to this Agreement, in its sole and absolute discretion. The Customer will be required to accept any modified Agreement when the Customer logs on to its account and again when the Customer begin the process of creating or accessing any return. This Agreement in its current form will apply with respect to all transactions between the Company and the Customer, including any previous transactions or access to the System (or both). If Customer does not accept any modified version of this Agreement, the Customer and any Designated Users will no longer be able to access the System and any previous form of this Agreement will apply with respect to past transactions. Any amended or modified arbitration or other dispute resolution terms do not apply to disputes that the parties had actual notice of before the effective date of any modification. The Company is also free to change or discontinue any services or Products within the System, in whole or in part, at any time. The Company, may from time to time, in its sole discretion, develop and provide updates to the System, which may include bug fixes, patches or other error corrections, and/or new features or functionality (collectively “Updates”) The Customer understands and agrees that the Company is not obligated or required to provide any Updates or to continue to provide or enable any particular functionality or feature. It is very important that the Customer and any Designated User reviews this Agreement whenever using the System because continued use of the System serves as the Customer’s acceptance of any new or modified terms that apply to Customer.
- RELATIONSHIP. The parties agree that purchase of a Product by the Customer does not establish any other relationship between the parties. The parties are independent contracting parties. Neither party can represent itself as a partner, joint venturer, agent, reseller, representative, or similarly related entity of the other party by the virtue of this Agreement, or have the authority to bind the other party.
- DUPLICATION AND PIRACY. The Customer, and the Customer’s, officers, directors, employees, agents, affiliates, and any other persons or entities directly or indirectly related to the Customer, are not authorized to (1) copy, reverse engineer, modify or mutilate the Product, or (2) use the Product or output or input values of the Product (or any combination thereof) for any use other than preparation of tax returns as contemplated by the Product .
- FORCE MAJEURE. If performance of any terms under this Agreement is delayed or prevented, in whole or in part, because of compliance with any law, decree, request, or order of any authority having jurisdiction, or because of any act or event, whether foreseen or unforeseen (“Force Majeure Event”), Company may, at its option, suspend performance during the period the cause or the aftermath of the cause continues, and no liability will attach against it on account thereof. The Company will use reasonable efforts to notify the Customer timely of the existence thereof, the expected delays, and the estimated effect upon its performance under this Agreement. Without limiting the generality of the definition of Force Majeure Event, the following acts or events are deemed to meet the requirements of this Section: war; terrorist attack or activity; military action; insurrection; riots; public disturbances; acts of God; strikes; lockouts; labor disputes or differences with workers; fires; floods; storms; ice; earthquakes; drought; hurricane; typhoon; tornado; explosion; insufficient information; order of governmental authority, security regulations; quarantine; epidemic; pandemic; embargo; interruption, breakdown, or power interruption, or unavailability of telephone, cable, cellular, internet, satellite, or other transmission or communication services; other unforeseen event; or any other similar or dissimilar reason or cause, regardless of origin, beyond Company’s reasonable control, whether on an industry-wide, region-wide, nationwide, or worldwide basis.
- CONSENT TO ELECTRONIC MARKETING. The Customer acknowledges that by providing an email address or cellular phone number to the Company, or the Company’s agents or vendors, or allowing anyone to provide a number on the Customer’s behalf, the Customer has thereby expressly consented that the Company or the Company’s authorized agents, vendors, business partners, contractors, or affiliates may contact those email addresses or numbers (including sending SMS text messages) using automated dialing and auto–dialing, or automated email delivery mechanisms. Once the Customer has signed this Agreement, receipt of emails or text messages means the Customer agrees to receive commercial and/or marketing messages sent to the email address, cellular phone, and/or wireless device from the Company, or the Company’s agents and vendors unless the Customer exercises its option to withdraw consent by stopping or opting out of receiving commercial messages. The Company may utilize regular mail, email, facsimile, text, or other reasonable means of contact to advise about the Company’s services, including account updates, customer service-related notifications, or other matters that may be of interest to the Customer. By providing an email or cellular phone number (or both) the Customer expressly consents to receive commercial emails, text messages and/or mobile service messages from the Company, or the Company’s authorized agents, vendors, business partners, contractors, or affiliates for marketing and other commercial purposes.
- ESIGN AND ELECTRONIC COMMUNICATIONS. In addition to those allowed by regulation, the Customer hereby gives consent by affixing its eSignature below, allowing the Company to accept the Customer’s electronic consents, disclosures and signatures as specified by Section 101(c) of the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”), codified at 15 U.S.C. Section 7001 et seq. By signing below, the Customer accepts and consents to electronic delivery of this Agreement and all other notices, consents, Communications, or disclosures as set forth in this Agreement. The Customer agrees that its electronic acceptance of this Agreement, or its electronic signature on or acceptance of any other agreement, contract, disclosure, or similar document provided electronically is the legal equivalent of the Customer’s manual signature and by signing the Customer agrees to be legally bound by the terms and conditions herein or thereof, respectively. For purposes of this section, “Communications” means each disclosure, notice, agreement, fee schedule, statement, record, document, and other information the Company provides to the Customer or that the Customer signs or submits or agrees to at the Company’s request. The Customer’s consent covers all Communications relating to any Company Product (including, but not limited to, legal and regulatory disclosures and communications associated with the Product; periodic or monthly billing statements; notices or disclosures about a change in the terms of the Product or associated payment feature; and other notices). The Customer agrees to keep a valid current email address on file with the Company. Customer is responsible to give the Company a complete email address, contact, and other information related to this Agreement and the Customer’s account(s), and to maintain and promptly update any changes by logging in and accessing the Customer’s account and making any necessary changes.
By clicking Login on the login page or entering your name and today’s date accepting this Agreement, the Customer accepts and consents to electronic delivery of this Agreement and all other notices, consents, Communications, or disclosures as set forth in this Agreement.
By clicking Login on the login page or entering your name and today’s date accepting this Agreement and providing an email and/or cellular phone number, the Customer consents and agrees to receive commercial and marketing communications at any email address or cellular phone number provided as further set forth in this Agreement.
By logging in or accepting this Agreement, the Customer CERTIFIES THAT IT UNDERSTANDS AND ACCEPTS THIS AGREEMENT.