2017 Software End User License Agreement

Thank you for selecting Tax Office Solutions, Inc. (“Tax Office Solutions”, “we”, “our”, “us”). By indicating your acceptance, whether electronically, or by installing, accessing, our using our Services, you agree to be bound by the terms of this Agreement. As such, you may not use our Services if you do not agree to be bound by this Agreement.

  1. AGREEMENT. This Agreement sets forth the terms and conditions governing your use of our Services (as defined below), which also incorporates by reference our Privacy Policy as well as our Terms and Conditions (available at www.taxofficesolutions.com).

 

  1. SERVICES. Subject to the below terms, we will provide you with the following (i) a computer software program, updates and new releases (collectively, the “Software”) requested by you on the Order Confirmation Form (as evidenced in Exhibit I), and (ii) transmission and processing services related to any electronically filed tax returns, if applicable, through Tax Office Solutions’ electronic return filing program (collectively, the “Services”).

 

  1. LICENSE & OWNERSHIP

 

    1. This Software is protected by copyright, trade secret, and other intellectual property law. Unless otherwise agreed by us in writing, you are granted limited rights to install and use the for your personal use, and Tax Office Solutions reserves all other rights in the Software not provided to you in writing herein. You may not download, save, copy, change, modify, delete, display, transmit, adapt, exploit, or copy for distribution or sale any information, material, trademark, or copyright for any other use.

 

    1. Tax Office Solutions grants you a personal, limited, non-transferable, non-exclusive revocable license to use the Software under the conditions specified in the Ordering Confirmation Form, in accordance with this Agreement, and subject to any discontinuation of the Software at the sole discretion of Tax Office Solutions (“License”).

 

    1. You agree that this Software is licensed and not sold. By purchasing, downloading, and/or using the Software, you agree that you will not use nor permit the use of Software in a manner that violates this Agreement, any regulation, and/or applicable law. You will not (i) transfer your license to any third party, (ii) permit any third party to benefit from the Software, (iii) make the Software available on any file-sharing or hosting service, (iv) reverse engineer or otherwise disassemble the Software, (v) reproduce, lease, rent, sell, or modify the Software, (vi) engage in any other activity that hinders others’ use of the Software, (vii) place us in a position of actual or potential liability under any applicable laws or agreements with other users, vendors, third-party service providers, or the like, or (viii) produce any product, software, or content that directly competes with our Software.

 

    1. In the event your License applies to any Desktop Application, as evidence in your Order for Confirmation, the Software is restricted to use at your particular designated office. You agree not to use the Software for other offices unless you have paid the appropriate Fees to establish a license in such additional offices. In the event you have licensed use of the Software in one or more additional offices, you agree to hold Tax Office Solutions harmless for any problems or issues arising out of the use of the Software in multiple offices.

 

    1. You acknowledge that any Services provided by us in relation the Software is exclusive and confidential. You agree to treat any information acquired, learned, or otherwise furnished by us as confidential and not disclosure any such information (“Confidential Information”) in any form. You agree to instruct any employees, independent contractors, or other agents the same, and to assume liability for any damages incurred by us in violation of this provision.

 

  1. FEES AND PAYMENT

 

    1. This Agreement incorporates by reference any payment terms provided on the Order Confirmation Form. You agree to pay any charges, including interest, if applicable, set forth under the Order Confirmation Form and any other service fees (collectively, the “Fees”).

 

    1. You agree to pay via one of the following means:

 

  1. A valid credit card acceptable to us;
  2. A valid debit card acceptable to us; or,
  3. Any other payment options acceptable to us, evidence in writing.

 

    1. You agree to pay in full any Fees invoiced to you within three (3) business days. If payment is not received within three (3) business days, we reserve the right to charge you a penalty of one percent (1%) of the then-outstanding balance per-day, or the maximum penalty allowed under applicable law.

 

  1. TERM OF AGREEMENT & TERMINATION.

 

    1. The term of this Agreement begins as of the date of purchase, and shall automatically renew on the one year anniversary from the date of purchase (“Automatic Renewal Date”). You agree that we can invoice you, and you agree to pay the Fees associated with any such renewal of this Agreement (“Renewal Fees”). You must notify us in writing of your intent to terminate this Agreement within ten (10) days prior to the Automatic Renewal Date; otherwise, you agree that we may, at our sole discretion, charge you the full amount of the Renewal Fees.

 

    1. We reserve the right to terminate this Agreement for cause, in our sole discretion, immediately upon notice to you, in the event you (i) breach any terms or conditions in this Agreement, or (ii) any Fees remain unpaid for a period of thirty (30) days after invoiced. You may terminate this agreement for any reason; however, you agree to forfeit any Fees paid or then due, and agree to not to seek reimbursement or refunds. Upon termination, you must cease all further use of the Software, and, at our discretion, either return the Software to us, or confirm the Software has been destroyed. Termination of this Agreement, as cited above, will not require payment of a refund or reimbursement to you.

 

  1. BANKING PARTNERS

 

    1. Tax Office Solution utilizes certain banking partners, which is updated from time to time, in relation to its Software and Services, a list of which may be provided to you upon request (“Banking Partners”). THIS SECTION WILL ONLY APPLY TO YOU IF YOU AGREE TO USE ONE OF OUR BANKING PARTNERS

 

    1. In relation to your License of the Software, you agree to use one of our Banking Partners for all available Bank Products (as evidenced on our Site). As a condition to such use, you must submit a bank application, which we will store on file, and agree to the terms and conditions of this Agreement. We reserve the right to charge you a service fee in the amount of twenty dollars ($20) for each bank product utilized through a non-participating bank.

 

    1. You agree to provide accurate and complete information to all applicable Banking Partners. Failing to do so may be grounds for immediate suspension and dismissal from your License of any Banking Products. You agree to authorize and consent to a Banking Partner performing any background checks and/or credit history checks to all persons listed in any bank application. You understand that a Banking Partner reserves the right to decline your use of Banking Products for reasons determined through its bank application.

 

    1. You agree to pay any fees that may be assessed by any applicable Banking Partner. You agree that you will not seek reimbursement from us for any fees which may be assessed against you by such Banking Partner.

 

  1. SUPPORT. In relation to the Services and Software provided by Tax Office Solutions, we will take reasonable means to provide technical and access support for so long as this Agreement is in effect. Support for any prior year Software or Services may be limited. We are not responsible for any Software which may be installed on hardware that does not meet the minimum system requirements. You agree that we may terminate any support in the event that you, or any of your Agents, engage in acts that are disruption to our ability to provide support. You agree that we do not make any representations or warranties relating to our providing any such support to the extent this Agreement has been terminated an is no longer in effect.

 

  1. END USER REPRESENTATIONS. You represent and warrant that all information provided in relation to our Software and Services is true and accurate. You agree to hold Tax Office Solutions harmless for any content you produce in relation to our Software and Services, including (but not limited to) tax identification numbers, social security numbers, financial information, or tax information provided by you

 

  1. WARRANTY AND LIABILITY

 

    1. USE OF OUR SOFTWARE AND SERVICES IS ENTIRELY AT YOUR OWN RISK. OUR SOFTWARE IS PROVIDED “AS IS”. WE DO NOT MAKE, AND DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF ANY KIND—EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE—WITH RESPECT TO THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF MATERIALS IN THE SOFTWARE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS.

 

    1. In no event shall we be liable, under any legal theory, for any indirect, special, incidental, punitive, consequential or similar damages, arising out of or in connection the use of, or inability to use, the materials or content in relation to our Software or Services, or for any claim made against you by any third party, even if we have been advised of the possibility of such claim. In no event shall we be liable to you for any damages, losses, and causes of action (whether in tort, contract, or otherwise) in an amount to exceed that which you have paid us for use of our Software or Services, if any.

 

  1. INDEMNITY. You agree to indemnify us for and against any and all liabilities obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, attorneys’ fees, or disbursements of any kind or nature whatsoever that may be imposed upon, incurred by or asserted against us arising from your use of the Software.

 

  1. SOFTWARE SHIPMENT. Shipment can mean by actual physical shipment or by downloaded means. Software is NOT shipped until the software is released by us. Once the Software has been released, we will verify release, ship and make the software available to you, and provide prompt notice of its availability.

 

  1. REFUNDS

 

    1. Subject to the terms and conditions of this Agreement, Tax Office Solution will provide refunds under the following conditions:

 

      1. Prior to Shipment. We will provide a refund for any Fees, minus a ten percent (15%) cancellation fee after purchase.

 

      1. After Shipment, Unopened. We will provide a refund for any Fees, minus a twenty-five percent (35%) fee after purchase so long as the package has not been opened or downloaded. You must notify us of any return shipment within ten (10) days after purchase. Any packages must be received within fifteen (15) days.

 

      1. After Shipment, Opened. If the Software package has been opened or downloaded, no refund will be granted. We reserve the right to grant refunds in special circumstances at our sole discretion.

 

    1. Tax Office Solutions takes pride in its Software and Services. In this spirit, we may, but are not required to, grant refunds for any of the following reasons:

 

      1. Failure to receive the Software or Services through no fault of Tax Office Solutions;

 

      1. Your failure or inability to download any required software;

 

      1. Irreparable defects with our Software or Services, or

 

      1. Other reasonable issues, as determined in our sole discretion.

 

    1. You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment.  Refunds are processed within approximately five (5) business days of our receipt of your returned Software. Your refund will be credited back to the same payment method used to make the original purchase on the Site.

 

  1. ADVICE RELATED TO SOFTWARE SERVICES. Tax Office Solutions does not provide professional advice, including providing any legal, financial, accounting, tax, or other professional services. You should consult a competent profession should you need this type of assistance.

 

  1. SALES TAX. Depending on the location of your principal address, you may be assessed a sales or use tax on any purchases. It is your duty to calculate and/or withhold any applicable sales or use tax.

 

  1. ADDITIONAL TERMS

 

    1. Communication by E-Mail.  You acknowledge that: (i) we may correspond or convey documentation via internet e-mails, unless you expressly request otherwise, (ii) no party has control over the performance, reliability, availability, or security of internet e-mail, and (iii) Tax Office Solutions shall not be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption or alteration of any internet e-mail due to any reason beyond our reasonable control.   

 

    1. Force Majeure. Any delay in the performance of any duties or obligations of Tax Office Solutions hereto will not be considered a breach of this Agreement if such delay is caused by a fire, earthquake, flood, other act of God, riot, embargo, accident, act of terrorism, system wide information technology failure or any other event beyond our reasonable control (each a “Force Majeure Event”).  We will promptly notify you of the delay and probable duration of such delay and will use commercially reasonable efforts to overcome such delay.

 

    1. Non-Waiver. Tax Office Solutions may, in our sole discretion and without notice, terminate this Agreement, in whole or in part, if we determine that your use of the Services violates this Agreement, or we suspect your use of this Agreement is violative of applicable law and/or conflicts with our Privacy Policy or Terms and Conditions. Our failure to enforce or exercise any right to terminate this Agreement does not constitute a waiver of any such right or provision.

Miscellaneous.  Except as otherwise specifically set forth herein, this Agreement constitutes the entire agreement between you and Tax Office Solutions with respect to the subject matter hereof, and supersedes all prior agreements and other communications between the parties.  This Agreement may not be amended, waived, or modified except in a writing signed by both parties.  Tax Office Solutions may assign our rights hereunder or any interest herein to any affiliate or unaffiliated entity upon written notice. Tax Office Solutions may also subcontract with third parties to perform its obligations under this Agreement. Any attempted assignment by you shall be null, void, and without effect. This Agreement shall be governed and construed and enforced in accordance with the laws of the State of North Carolina, excluding its principles of conflicts of law.  This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same agreement.