TaxTime USA, Inc. Customer License Agreement
1. LICENSE: TaxTime USA, Inc. as licensor (“TaxTime”) owns the enclosed software program(s) and modules that may reside remotely to facilitate use of the software program as well as all related materials including documentation associated with the software program and modules (collectively “Program”) and all intellectual property and propriety rights in such Program. As licensee (also called “You” or “Your” herein), and on behalf of one proprietorship, partnership or corporation (“Company”) identified on the front of this license agreement, TaxTime grants You a personal non-transferable, non- exclusive license to use the enclosed Program and any other software developed or furnished by TaxTime for which You have paid the applicable fees, (in object code only) subject to the terms and restrictions below. Company acquires no more rights than each licensee and is subjected to the same liabilities and obligations as each licensee covered under this Agreement. Both licensee and Company are jointly and severally liable under this Agreement.
2. RESTRICTIONS: You may use the Program on up to ten computers at a time, within the one Company, at a single location. You may use the Program on up to ten computers in a network, at a single location, provided the network fee is paid. Additional site locations may use the program, provided the second site license and, if applicable, network fee is paid for each location. Additional Companies practicing at the same location may use the program provided a separate license agreement is signed and the second site license fee and, if applicable, network fee is paid by each additional Company. You may not transfer the program electronically over a network. You may not distribute copies of the Program or documentation to others. This is a personal non-transferable license and You may not assign or otherwise transfer this license to any third party. You may not use, copy, print, or transfer the program or documentation to another computer, except as explicitly allowed by this license. Licensee acknowledges the Program contains valuable trade secrets and propriety material of TaxTime and may only be copied as permitted by this license. You may copy the machine-readable form of the Program only for back-up or archive purposes, provided that no more than three (3) copies are in existence at any one time without prior written consent from TaxTime. You must include all TaxTime proprietary notices (e.g., copyright) on any copy. You may not copy, in whole or in part, any materials provided in printed form as part of the Program. Free support of Program is limited to one hour of phone support.
3. PROFESSIONAL RESPONSIBILITY: The licensee is solely responsible for the accuracy of all output (e.g., tax returns) produced by the Program. Using the Program does not relieve the licensee of any professional obligations or obligations (e.g., concerning preparation, review and timely submission of tax returns). Among other things, You are solely responsible for use of the Program including the accuracy of all data input into the Program, all data output from the Program, and any calculations performed by the Program. You each assume full responsibility and the entire risk for the preparation, content, elections, accuracy, and timely submission and/or filing of any work product generated by or with the assistance of the Program. You take full responsibility for Program Updates and Upgrades, including whether you install or don’t install them, recognizing that such updates may introduce potential inaccuracies or performance issues while not implementing them may result in the Program being obsolete in assisting with the fulfillment of Your Professional Responsibilities.
4. TERM AND SURVIVABILITY: This Agreement continues in effect until terminated. You may terminate this Agreement only by destroying all originals and copies, of the Program and documentation, in any form. The Agreement will also terminate if You fail to comply with any term or condition herein. By accepting this Agreement, You authorize Licensor to immediately terminate Your rights, without notice, including access to the Program, for any reason whatsoever. Failure to timely pay any and all license fees is automatic grounds for termination of the license. Restrictions imposed by Licensor for a breach of this Agreement include, but are not restricted to, terminating account access to the Program. You agree upon such termination to destroy the Program together with all copies in any form. Business Startup Express license is renewable annually and each license is valid for eighteen months, effective January of the release year. The provisions of Sections 3, 5, 7, 10, 12, and 14 shall survive the termination of this Agreement for any reason, but this sentence shall not imply or create any continued right to use the Program after termination of this Agreement.
5. INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP: The Program is owned by TaxTime and is protected by United States laws and applicable international laws, treaties and conventions regarding intellectual property or proprietary rights. TaxTime retains all right, title, and interest not granted herein to all copies of the Program. You agree to use Your reasonable best efforts to protect the Program from unauthorized access, reproduction, distribution, or publication.
6. PROGRAM UPDATES AND UPGRADES: TaxTime reserves the right, but is not obligated, to automatically update the Program. By installing or using the Program, You agree to automatically receive updates.
7. INDEMNIFICATION: You agree to defend, indemnify, and hold TaxTime and its officers, directors, agents, and employees, harmless against any and all claims or losses (including interest, penalties, costs, and reasonable attorney fees) incurred through claims of third parties against TaxTime as a result of or relating to Your acts (or omissions including breach of this Agreement). Your Use of the Program, and Your receipt and Use of any information, whether authorized or unauthorized under this Agreement, including, but not limited to, actions founded on product liability or Professional Responsibility. Further, You acknowledge that TaxTime shall have the right, in its sole discretion, to prosecute third parties for infringement of the rights associated with its Program. In consideration for the license granted herein, You agree to fully cooperate with TaxTime in the prosecution of any such suit.
8. SERVICES; THIRD PARTY MATERIALS: The Program may enable access to modules hosted by TaxTime that form a portion of the Program or to third party services and websites (collectively and individually, "Services"). Use of the Program or Services may require Internet access and that You accept additional terms of service. A tax authority is merely one example of a third party service or website that may be accessible from the enclosed software program or associated module.
You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that TaxTime shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, You acknowledge and agree that TaxTime is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. TaxTime does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to You.
You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that TaxTime is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from Your device are not available in all languages or in all countries. TaxTime makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. TaxTime, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will TaxTime be liable for the removal of or disabling of access to any such Services. TaxTime may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
9. ACCESS: You must provide at your own expense the Internet connections or devices and/or communication plans to access and use the Program (e.g., modules) or Services. TaxTime does not guarantee that the Program can be accessed on all devices or wireless service plans. TaxTime does not guarantee that the Program is available in all geographic locations. You acknowledge that when You use this Program, Your wireless carrier may charge You fees for data, messaging and/or other wireless access. Check with Your carrier to see if there are any such fees that apply to You.
YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR TO ACCESS THE PROGRAM FROM YOUR DEVICE.
TaxTime may use analytics tools to analyze your use of the Program or Services.
Due to the existing regulatory environment, TaxTime cannot ensure that all of your communications and other information (including that which is personally identifiable) will never be disclosed in ways not otherwise described herein. TaxTime may disclose any information about you if required by law or under the compulsion of legal process, or in connection with any licensing, sale, merger, transfer or other disposition associated with all or a portion of its business. TaxTime may also disclose information about you if, in its sole discretion, it believes such disclosure is necessary or appropriate in connection with an investigation of fraud, intellectual property infringement, or other activity that is illegal or may expose TaxTime or You to legal consequences.
YOU ASSUME ALL RISK AND LIABILITY FOR THE FOREGOING.
If You establish an account for the Program:
(i) You shall not share Your account login information, let anyone else access Your account, or do anything else that might jeopardize the security of Your account;
(ii). In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Your account login information, You must immediately notify TaxTime and modify Your account login information;
(iii) You are solely responsible for maintaining the confidentiality of Your account login information, and You will be responsible for all uses of Your account login information, including purchases, whether or not authorized by You; and
(iv) You are responsible for anything that happens through Your account.
TAXTIME CANNOT GUARANTEE SECURITY. TAXTIME ASSUMES NO RESPONSIBILITY OR LIABILITY FOR DISCLOSURE OF YOUR INFORMATION THAT OCCURS BY NEGLIGENCE OF TAXTIME, ERRORS IN TRANSMISSION, UNAUTHORIZED OR ILLEGAL ACCESS, OR ANY OTHER VEHICLE FOR DISCLOSURE.
12. DISCLAIMER OF ALL WARRANTIES OTHER THAN WARRANTY ON MEDIA:
TaxTime warrants that to the extent it provides the Program in recorded form on a non-transitory media (e.g., CD), the media is free from defects in material and faulty workmanship under normal use and service for a period of ninety (90) days from the date You receive it. If during this ninety-day period, such a defect should occur, You may return the media to TaxTime for a replacement media at no charge. Replacement of the media is Your sole and exclusive remedy. TaxTime assumes no responsibility under this limited warranty for, and will not replace any media with defects due to accident, abuse or misapplication. TaxTime makes this warranty to You as the original licensee only. This limited warranty gives You specific legal rights, and You may also have other rights which vary from state to state.
OTHER THAN THE WARRANTY ON MEDIA, TAXTIME MAKES NO WARRANTIES, EITHER, EXPRESSED OR IMPLIED, AS TO THE QUALITY, PERFORMANCE OR MERCHANTABILITY OF THIS PROGRAM, NOR AS TO THE FITNESS FOR ANY PARTICULAR PURPOSE OR PARTICULAR RESULTS OBTAINED THROUGH USING THE PROGRAM. YOU ACCEPT THIS PROGRAM “AS IS” AND ASSUME ALL RISK OF DEFECTS AND ALL COSTS OF SERVICING, REPAIRS AND CORRECTIONS. ADDITIONALLY, TAXTIME MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. WITHOUT LIMITATION, TAXTIME DOES NOT WARRANT THAT (A) THE FUNCTIONS CONTAINED IN THE PROGRAM SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE PROGRAM IS FREE OF OR OTHER HARMFUL COMPONENTS; (C) YOUR DATA WILL NOT BE DISCLOSED IN A MANNER YOU DO NOT WISH INCLUDING THAT IT IS OR IS NOT ENCRYPTED OR PROTECTED; (D) THE PROGRAM ADEQUATELY PERFORMS THE FUNCTIONS IT IS INTENDED TO PERFORM; OR (E) INFORMATION REQUESTED OR PROVIDED BY THE PROGRAM IS COMPLETE, ACCURATE, ERROR-FREE, OR UP-TO-DATE. TAXTIME IS UNDER NO OBLIGATION TO UPDATE OR CORRECT DEFECTS OR ERRORS IN THE PROGRAM. IF TAXTIME DOES PROVIDE LICENSEE WITH UPDATES OR POSSIBLE CORRECTIONS, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL APPLY. YOU TAKE FULL RESPONSIBILITY FOR PROVIDING ANY DATA IN THE PROGRAM AND THE CONSEQUENCES FOR SHARING ANY DATA THAT IS TRANSFERRED FROM THE PROGRAM TO ANY THIRD PARTY INCLUDING, BUT NOT LIMITED TO ANY TAX AUTHORITY SUCH AS, BUT NOT LIMITED TO SO-CALLED E-FILING. YOU ACKNOWLEDGE THAT TO THE EXTENT THAT THE PROGRAM PROVIDES LISTINGS AND LINKS FOR THIRD PARTY CONTENT TAXTIME MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING SUCH THIRD PARTY CONTENT, INCLUDING THE QUALITY OR QUANTITY OF SUCH THIRD PARTY CONTENT LISTED OR LINKED TO ON OR FROM THE PROGRAM. Further, TaxTime does not agree to provide any indemnification of any kind for use of the Program under this Agreement.
13. LIMITATION OF LIABILITY: IN NO EVENT (EVEN IF ADVISED ABOUT THE POSSIBILITY) SHALL TAXTIME BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, DIRECT OR INDIRECT, ARISING UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR FOR USAGE OF THE PROGRAM, HOWEVER CAUSED, OR FROM ANY CAUSE OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, IN ANY AMOUNT. Some states do not allow the exclusion or limitation of indirect, incidental or consequential damages, so the above limitation may not apply to You. TaxTime assumes no responsibility for claims of infringement by third parties.
This license is the complete and exclusive statement of the agreement between You and TaxTime. All other communications and agreements written and oral are superseded. Your use of the Program, whether or not you explicitly have accepted the terms by way of an introductory screen, or signature on the reverse side if this is a paper Agreement acknowledges that You have read this license and agree to be bound by its terms.
14. GOVERNING LAW AND FORUM:
This Agreement will be governed in all respects, by and construed in accordance with the laws of the State of Michigan, USA, without reference to its principles relating to conflicts of law.
You agree that any action arising out of or related to this Agreement must be brought exclusively in a US state or federal court for the State of Michigan, County of Oakland. You consent to the personal jurisdiction of the State of Michigan and acknowledge that venue is proper in any US state or federal court for the State of Michigan, County of Oakland. You waive any objection You have or may have in the future with respect to the foregoing.
Notwithstanding the above, Licensor shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against You in the event that, in the opinion of Licensor, such action is necessary or desirable.
15. ENTIRE AGREEMENT: Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the use of the Application and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement, or action, or delay, will be binding unless in writing and signed by Licensor.
16. SEVERABILITY: All provisions of this Agreement apply to the maximum extent permitted by applicable law. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
17. FORCE MAJEURE: No failure or omission by either party to carry out or observe any of the terms and conditions of this Agreement (other than payment obligations) shall give rise to any claim against such party or be deemed a breach of this Agreement if such failure or omission arises from an act of God or any other force majeure, an act of any government, or any other cause beyond the reasonable control of the affected party.
18. WAIVER: Failure by Licensor to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition or of any other term, covenant, or condition of this Agreement. Any waiver of relinquishment of any right or power hereunder by Licensor at any one or more times shall not be deemed a waiver or relinquishment of that right or power by Licensor at any other time.
TaxTime USA, Inc.
30800 Telegraph Rd., Suite 1775
Bingham Farms, MI 48025
Last Revised: 20150724