1.1 This Online Services Agreement (“Agreement”) is a contract between you (“you”, “clients”, “client”) and Tax America USA (“Tax America USA,” “we,” or “us”). This Agreement governs your use of Products and Services (defined in Section 15) provided by Tax America USA, Tax America USA Affiliates and subsidiaries.
1.2 Be sure that you carefully read and fully understand this Agreement. (A) You may use Tax America USA’s Products and Services only if you agree to all the terms of the Agreement.
B) You are considered to have agreed to all the terms of the Agreement if you check your acceptance of the terms of the Agreement during the creation of your account, or you otherwise access, copy, or use any Products and Services.
(C) You do not have the right to access and use the Products and Services if you do not agree to the terms of this Agreement.
1.3 THIS AGREEMENT INCLUDES A MUTUAL BINDING ARBITRATION AGREEMENT IN SECTION 11 THAT REQUIRES RESOLUTION OF DISPUTES BY INDIVIDUAL ARBITRATION SECTION 11.
1.4 THIS AGREEMENT INCLUDES YOUR CONSENT TO ELECTRONIC COMMUNICATIONS AS PROVIDED IN SECTION 12.
1.5 Definitions of key terms are provided in Section 15 below.
2. Your Use of The Products and Services.
2.1 Your permitted use. Tax America USA grants you a non-exclusive, non-transferrable, non-sublicensable, and limited access and use the Products and Services for your individual personal and/or internal business purposes under the terms, conditions, and limitations set forth in this Agreement and payment of all applicable fees. Tax America USA reserves any and all rights not expressly granted to you in this Agreement.
2.2 Accurate information. By registering with Tax America USA, you represent and warrant that your information is true and accurate to the best of your knowledge. You agree not to submit false information such as name, email, address, or telephone number when registering for an account to use the Products and Services.
For business users: You represent and warrant through your registration and your use of the Products and Services that you have the authority of your company to participate and use the Products and Services on its behalf.
2.3 Conditions of Use. (A) Minimum Age. You must be 18 years of age or older to use the Products and Services. You represent you are 18 years of age or older.
2.4 You are responsible for the accuracy and completeness of information.
(A) Information you provide. You represent that all information you provide is true and accurate and that you have the right to provide the information to us. You grant Tax America USA a perpetual and royalty-free license to reproduce, use, store, and process any information that you provide, including Tax Information and other personal information, as necessary for Tax America USA to provide the Products and Services. If you provide, or we reasonably believe you have provided, information that is false, incorrect, incomplete, pornographic, or improper, we have the right to delete the information, suspend any services, and refuse all current or future use of the Products and Services.
3. Intellectual property rights. The Products and Services, modifications, copyrights, patents, trade secrets, trademarks, and other intellectual property rights pertaining to any aspect of the Products and Services are our exclusive property. You acquire no ownership interest, derivative work, or component of the Products and Services through your use of the Products and Services. You are not granted right, title, or interest to any trademark, service mark, logo, or trade name of Tax America USA under this Agreement.
4. Your Privacy.
4.1 Your Tax Information. Through your use of the Products and Services, you may be required or requested to supply certain Tax Information or other personal financial information.
(A) E-file. If you e-file your tax return, we will collect and send your Tax Information through electronic transmitter to the Revenue Authority that you designate. In compliance with applicable law, we will keep an electronic copy of your Tax Information, including e-filing details and status.
(B) Errors. We may alert and provide information to Revenue Authorities to correct or identify errors in the Software.
5. Your Access to Products and Services
5.1 Cancelation or modification of Products and Services. We reserve the right to: change the Products and Services at any time, without notice, and for any reason; or cancel or terminate your use of the Products and Services if you violate this Agreement. We will not be liable to you or any third party for any modification or discontinuance of Products and Services.
5.2 Technical difficulties. We cannot always anticipate technical or other difficulties. These difficulties may result in loss of your data, or other interruptions to the Products and Services. We have no responsibility for the timeliness, deletion, mis-delivery, or failure to store any user data, communications with the Products and Services.
6. The Products and Services.
Tax America USA provides following service levels to clients:
– Primary Tax;
– Intermediate Tax;
– Small Business Tax;
– Corporate Tax;
Based on the service levels selected by clients, Tax America USA provides the following services and products to clients: (additional costs might incur):
– Tax Consultations, per clients’ choice of service plan;
– Federal Tax Return and E-file, per clients’ choice of service plan;
– State Tax Returns (with additional costs);
– Bookkeeping (with additional costs);
– Communication with IRS on behalf of clients (with additional costs);
– Any other misc. services related Tax (with additional costs).
YOU HAVE THE OBLIGATION TO PAY ALL YOUR TAX LIABILITY FOR PREVIOUS, CURRENT AND FUTURE TAX YEARS, INCLUDING PAYMENT OF THE WITHHOLDINGS AND QUARTERLY ESTIMATED TAX PAYMENTS, AND TO COMPLY WITH ALL FILING REQUIREMENTS DURING AND SUBSEQUENT TO OUR SERVICES.
7. Fees and Payment
All service levels in Section 6 are Annual Tax Services provided by Tax America USA. The duration of services is one year from the execution date of the agreement. The agreement will be automatically renewed for next year unless client notifies Tax America USA in writing at least 60 days before the end date of the current agreement.
The full annual payment is due immediately upon the execution of the agreement. As alternative, client can choose to make 12 equal monthly installment payments to pay off the full amount of the annual contract.
Clients are still responsible for the rest of the unpaid installment payments if they choose to terminate the contract before the end date of the annual agreement. If clients choose to terminate the contract earlier, the unpaid installment payments are due immediately upon the receipt of the termination notice.
8. Disclaimer of Warranties.
8.1 General Disclaimer. OTHER THAN THOSE EXPRESS WARRANTIES AND GUARANTEES SET FORTH IN THIS AGREEMENT, TAX AMERICA USA, TAX AMERICA USA AFFILIATES, AND SUBSIDIARIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES.
(A) Disclaimer of implied warranty. WITHOUT LIMITING THE PRECEDING SENTENCE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM USE OF THE PRODUCTS AND SERVICES.
(B) Disclaimer of express warranty. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, TAX AMERICA USA, TAX AMERICA USA AFFILIATES, AND SUBSIDIARIES DO NOT WARRANT OR PROMISE THAT THE PRODUCTS AND SERVICES WILL IDENTIFY THE APPROPRIATE DOCUMENTS FOR YOUR NEEDS, THAT THE OPERATION OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, OR THAT THE PRODUCTS AND SERVICES ARE FREE FROM ERRORS. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, TAX AMERICA USA, TAX AMERICA USA AFFILIATES, AND SUBSIDIARIES MAKE NO OTHER PROMISES ABOUT THE PERFORMANCE, ACCURACY, OR RELIABILITY OF THE PRODUCTS AND SERVICES OR THEIR ABILITY TO MEET YOUR REQUIREMENTS. WHILE TAX AMERICA USA, TAX AMERICA USA AFFILIATES, AND SUBSIDIARIES ARE PROVIDING PRODUCTS AND SERVICES, THE PRODUCTS AND SERVICES DO NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN USING THE PRODUCTS AND SERVICES. YOU ARE SOLELY RESPONSIBLE FOR CORRECTLY INPUTTING YOUR INFORMATION INTO THE PRODUCTS AND SERVICES AND FOR VERIFYING ALL OUTPUTS RESULTING FROM YOUR USE OF THE PRODUCTS AND SERVICES. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, TAX AMERICA USA, TAX AMERICA USA AFFILIATES, AND SUBSIDIARIES DO NOT WARRANT ANY PARTICULAR RESULTS THAT YOU MAY OBTAIN IN USING THE PRODUCTS AND SERVICES.
8.2 The Products and Services are not legal advice. YOU ACKNOWLEDGE THAT TAX AMERICA USA AND ITS RESPECTIVE LICENSORS, TAX AMERICA USA AFFILIATES, AND SUBSIDIARIES DO NOT PRACTICE LAW NOR ARE THEY PROVIDING OR RENDERING ANY SUCH LEGAL OR OTHER PROFESSIONAL SERVICES TO YOU WITH REGARD TO THE PRODUCTS AND SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PRODUCTS AND SERVICES ARE NOT SUBSTITUTES FOR THE ADVICE OF AN ATTORNEY OR OTHER COMPETENT PROFESSIONAL. YOU FURTHER ACKNOWLEDGE AND AGREE THAT LAWS VARY FROM STATE TO STATE AND CHANGE OVER TIME AND THAT THE FINAL DOCUMENTS, FORMS AND LETTERS SHOULD BE REVIEWED BY AN ATTORNEY OR OTHER COMPETENT PROFESSIONAL BEFORE USE AND BEFORE YOU FILE YOUR TAX RETURN.
9. Limitations on Liability and Damages.
9.1 Exclusive remedy. EXCEPT AS EXPRESSLY PERMITTED BY SECTION 7, YOUR EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF TAX AMERICA USA, TAX AMERICA USA AFFILIATES AND SUBSIDIARIES WITH RESPECT TO YOUR USE OF THE PRODUCTS AND SERVICES WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO TAX AMERICA USA FOR THE PRODUCTS AND SERVICES. IN NO EVENT WILL TAX AMERICA USA, TAX AMERICA USA AFFILIATES, LICENSORS OR SUBSIDIARIES BE LIABLE TO YOU, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, FOR ANY TAX LIABILITIES OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST DATA, LOST PROFITS OR BUSINESS, LOSS OF USE, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF TAX AMERICA USA OR TAX AMERICA USA AFFILIATES, SUBSIDIARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 No additional liability. You agree that Tax America USA, Tax America USA Affiliates and subsidiaries will not at any time have any additional liability for any claim, cause of action or injury that you or any other person may have as a result of: (1) your use of, or inability to use, the Products and Services; (2) your use of any documents generated by the Products and Services; (3) your retention of, or your failure to consult or retain, an attorney or other competent professional with respect to any contract, document or legal matter; (4) connection or toll charges for using the Products and Services or obtaining updates for the Products and Services; or (5) any fees, costs or expenses arising out of troubleshooting or technical support for the Products and Services.
9.3 Essential purpose of this agreement. You agree that the essential purposes of this Agreement may be fulfilled even with these limitations on liabilities. You acknowledge that Tax America USA would not be able to offer the Products and Services on an economical basis without these limitations.
10. Indemnification. You agree to defend and hold harmless Tax America USA, Tax America USA Affiliates and their respective current and former successors, assigns, officers, directors, representatives, employees, and agents from and against any and all claims, suits, settlements, losses, liabilities, penalties, damages (including incidental and consequential damages), costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from or arising out of your breach of this Agreement.
11. ARBITRATION IF A DISPUTE ARISES (“Arbitration Agreement”).
11.1 Scope of Arbitration Agreement. You and the Tax America USA agree that all disputes and claims between you and any one or more of the Tax America USA Parties shall be resolved through binding individual arbitration unless you opt out of this Arbitration Agreement using the process explained below.
11.2 How arbitration works. Either party may initiate arbitration, which will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the dispute, the parties will agree to, or the court will select, another arbitration provider. Unless you and the Tax America USA Parties agree otherwise, any arbitration hearing must take place in Harris county of Texas. We encourage you to contact Tax America USA in advance of filing a claim for arbitration to see if the dispute may be resolved prior to arbitration.
11.3 Waiver of right to bring class action and representative claims. All arbitrations will proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, including compensatory, statutory, and punitive damages; attorneys’ fees; and declaratory, injunctive, and equitable relief. However, any relief must be individualized to you and will not affect any other client. The arbitrator is also empowered to resolve the dispute with the same defenses available in court, including but limited to statutes of limitation. You and the Tax America USA also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and the Tax America USA Parties hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration, to assert or participate in a private attorney general lawsuit or private attorney general arbitration, and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind.
If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or any particular remedy for a claim (such as a request for public injunctive relief), then that particular claim or particular remedy (and only that particular claim or particular remedy) must remain in court and be severed from any arbitration. The Tax America USA Parties do not consent to, and the arbitrator will not have authority to conduct, any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims, under any circumstance.
11.4 Arbitration costs. The party which initiates arbitration will pay all filing, administrative, arbitrator and hearing costs. The Tax America USA reserves any rights that we may have to recover an award of attorneys’ fees and expenses against you.
11.5 Other terms & information. This Arbitration Agreement will be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, we will not make any material change to this Arbitration Agreement without providing you with an opportunity to reject that change by following the directions in the notice of changes. Rejection of any future change will not impact this or any prior Arbitration Agreement you have made. No arbitration award or decision will have any preclusive effect as to any issues or claims in any dispute, arbitration, or court proceeding where any party was not a named party in the arbitration, unless and except as required by applicable law.
12. Consent to electronic communication. This consent to electronic communications provides important information required by the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and your consent to electronic delivery of any Communications relating to your use of the Products and Services or your relationship with us.
12.1 Scope of consent. You agree that any Communication we provide you may be in electronic form, and that all Communications in electronic format from us to you will be considered “in writing.” Your consent to receive Communications electronically applies to all Communications relating to your use of the Products and Services or your relationship with us. You also agree that Tax America USA does not need to provide you with an additional paper (non-electronic) copy of the Communications unless specifically requested as described below. You should print or download for your records a copy of this Agreement and any other Communication that is important to you. This consent does not require us to deliver Communications electronically, and we may provide paper copies of Communications at our discretion.
12.2 Method of delivery. We may provide electronic Communications to you in at least one of the following methods: (A) via e-mail at the e-mail address you provided to us; (B) during your use of the Products and Services including, without limitation, via a screen or page within the Products and Services or via a link from within the Products and Services to a web page containing the Communications.
13. Termination of this Agreement. Without prejudice to any other rights, Tax America USA may immediately terminate this Agreement if you fail to comply with these terms and conditions. Upon termination of this agreement, you must immediately stop use and access to the Products and Services.
14.1 Governing law. Except as otherwise provided in the Arbitration Agreement, this Agreement is governed by, interpreted, construed, and enforced in accordance with Texas Law to the extent inconsistent with or preempted by federal law.
14.2 Entire agreement. Except as otherwise provided in the Arbitration Agreement, this Agreement is the entire and exclusive agreement between the parties with respect to the subject matter hereof and it supersedes all previous communications, representations, or agreements, either oral or written, between them. A representation or statement of any kind made by any representative of Tax America USA and not included in this Agreement, is not binding on Tax America USA.
14.3 Amendments. We have the sole discretion to change the terms of this Agreement or make changes related to any aspect of the Products and Services, except as otherwise provided in this Agreement. If this occurs, we will provide notice to you via any means we consider reasonable including, without limitation, e-mail, posting on our website, or updates to the Products and Services. After we provide notice, continued use of the Products and Services constitutes your acceptance of the changes and the Agreement (as amended).
14.4 Waiver. No waiver of any provision or condition herein is valid unless in writing and signed by you and an authorized representative of us. Our failure to insist on or enforce strict performance of any provision of this Agreement or any right is not to be construed as a waiver of any provision or right.
14.5 Severability. Except as provided in the Arbitration Agreement, any provision of this Agreement determined to be illegal or unenforceable is automatically reformed and construed to be valid, operative, and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement will not render invalid the remainder of this Agreement.
14.6 Notices. Except as otherwise indicated, any notices under this Agreement to us must be personally delivered or sent by certified or registered mail, return receipt requested, or by U.S. Postal Service express mail as Tax America USA specifies in writing. Notices will be effective upon receipt that may be shown by confirmation of delivery.
14.7 Tax America USA and Tax America USA Affiliates. All references in this Agreement to Tax America USA and Tax America USA Affiliates, where the context permits, includes Tax America USA’s and Tax America USA Affiliates’ respective directors, officers, employees, contractors and agents.
14.8 Agreement headings. The headings contained herein are for the convenience of the parties only and are not be used to interpret or construe any of the terms of this Agreement.
14.9 Third Party beneficiaries and assignment. Tax America USA’s respective suppliers, subsidiaries and Tax America USA Affiliates are considered to be third party beneficiaries of this Agreement solely to the extent necessary for them to enforce any protections afforded them by this Agreement, except as otherwise provided in this Agreement. All rights and benefits of this Agreement from Tax America USA are intended solely for the original purchaser of the Products and Services. You must not assign, delegate or otherwise transfer this Agreement or any of your rights under this Agreement. Tax America USA may assign this Agreement in its sole discretion and will use reasonable efforts to notify you of an assignment. The remedies and all other rights and benefits provided under this Agreement are personal to the original purchaser of the Products and Services from Tax America USA or from its authorized reseller and such rights and benefits must not be assigned or otherwise transferred to any other party. This Agreement inures to the benefit of Tax America USA and its respective permitted successors and assigns.
14.10 Taxation. The taxability of the Products and Services will be determined and governed by the purchase agreement or invoice for the specific Products and Services used or paid for.
15.1 “Communications” means all notices, disclosures (including those required by law), agreements, fee schedules, tax returns, records, documents, or other information we provide to you or that you sign or agree to relating to your use of Products and Services or your relationship with us.
15.2 “Tax America USA Affiliates” includes any entities that directly or indirectly control, are controlled by, or are under common control with Tax America USA.
15.3 “Products and Services” means the Products and Services listed and described in Section 6, and any other product or service that you select, pay for, or use.
15.4 “Prohibited Use” includes any of the following activities when using the Products and Services:
(1) re-distribute, sell, rent, loan, or otherwise transfer the Products and Services or any rights or benefits in the Products and Services to any other person or entity;
(2) use the Products and Services in any unintended manner;
(3) use the Products and Services for the benefit of any third parties;
(4) make the Products and Services available on a file-sharing service, application service provider, outsourcing basis, or service bureau basis;
(5) use the Products and Services to provide services for third parties, including but not limited to tax-related advice or consulting services, and preparation of any documents using the Products and Services for a third party;
(6) duplicate the Products and Services by any means;
(7) remove any proprietary notice, labels, or marks on the Products and Services, documentation, advice related to the Products and Services, or any work product generated from your use of the Products or Services;
(8) disable or circumvent any access control or related device, process, or procedure established with respect to the Products and Services;
(9) modify, translate, or otherwise create derivative works based on any part of the Products and Services;
(10) use the Products and Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Products and Services;
(11) upload, post, transmit, share, store, or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable;
(12) upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(13) upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other code, files, or programs designed to interrupt, destroy, or limit the functionality of any software or hardware or telecommunications equipment; and
(14) upload, post, transmit, share, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.
15.5 “Revenue Authority” means the IRS and any applicable state revenue authorities.
15.6 “Tax Information” means all your personal information, documents, and any other information used to prepare your tax return.
15.7 “User Content” means any ideas, comments, questions, feedback, or other communications you provide to Tax America USA.
15.8 “User Areas” means blogs, message boards, chat rooms, e-mail, and other features of the Products and Services that may be offered from time to time and are operated by Tax America USA or a third party on our behalf.