Provision of the Services

Services Use

‍During the Term, Taxfyle will provide the Services in accordance with these Cloud Terms of Service and Customer may use the Services and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with these Cloud Terms of Service.

HQ Portal

Some customers will have access to the HQ Portal through which Customer may manage its use of the Services.

Accounts

Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. Taxfyle has no obligation to provide multiple accounts to Customer.

Uptime

“Uptime” means the percentage of time in a calendar month that the Taxfyle Outsourcing Platform and Services are available for access, as measured by Taxfyle. Taxfyle strives for a 100% Uptime. If Uptime falls below 99.9% in a given calendar month, Taxfyle will notify You and reduce the monthly invoice amount in proportion to the time frame that fell below the 99.9% Uptime that calendar month (“Taxfyle 99.9% Uptime Guarantee”). The Taxfyle Uptime Guarantee will not apply in the following circumstances: (a) circumstances beyond Taxfyle’s reasonable control, including but not limited to war, terrorism, labor disturbance, interruption of telecommunications, failure of third party software or services, or acts of God; (b) network issues outside of Taxfyle’s control, including DNS and connectivity problems; (c) acts or omissions by authorized users; (d) Downtime that has been advised to you 72 hours in advance; (e) Downtime resulting from individual periods of non-availability lasting less than five (5) minutes; or (6) a party has given notice of termination.

Modifications

~To the Services. Taxfyle may make commercially reasonable updates to the Services from time to time. Taxfyle will inform Customer if Taxfyle makes a material change to the Services that has a material impact on Customer's use of the Services.

~To the Cloud Terms of Service. Taxfyle may make changes to these Cloud Terms of Service, including pricing (and any linked documents) from time to time. Unless otherwise noted by Taxfyle, material changes to these Cloud Terms of Service will become effective 30 days after they are posted, except to the extent the changes apply to new functionality in which case they will be effective immediately. Taxfyle will provide at least 90 days' advance notice for materially adverse changes to any SLAs by (i) sending an email to the Notification Email Address; (ii) posting a notice in the HQ Portal; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Cloud Terms of Service, Customer may stop using the Services. Customer may also terminate these Cloud Terms of Service for convenience under Section 8.4 (Termination for Convenience). Customer's continued use of the Services after such material change will constitute Customer's consent to such changes. Taxfyle will post any modification to these Cloud Terms of Service to https://www.taxfyle.com/policies/terms.

~To the Taxfyle Data Processing and Security Terms. Taxfyle may only change the Taxfyle Data Processing and Security Terms where such change is required to comply with applicable law, is expressly permitted by the Taxfyle Data Processing and Security Terms, or:

~~is commercially reasonable

~~does not result in a material reduction of the security of the Services.

~~does not expand the scope of or remove any restrictions on Taxfyle's processing of "Customer Personal Data," as described in the "Scope of Processing" Section of the Taxfyle Data Processing and Security Terms; and

~~does not otherwise have a material adverse impact on Customer's rights under the Taxfyle Data Processing and Security Terms.

!!If Taxfyle makes a material change to the Taxfyle Data Processing and Security Terms in accordance with this Section 1.5(c) (Modifications: To the Taxfyle Data Processing and Security Terms), Taxfyle will post the change at the webpage containing the Taxfyle Data Processing and Security Terms.

~Discontinuation of Services. Taxfyle will notify Customer at least 6 months before significantly modifying a Customer-facing Taxfyle API in a backwards-incompatible manner. Nothing in this Section 1.5(d) (Discontinuation of Services) limits Taxfyle's ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden. This Section 1.5(d) (Discontinuation of Services) does not apply to pre-general availability Services, offerings, or functionality.

Payment Terms

Online Billing

‍At the end of the applicable Fee Accrual Period or as otherwise stated by Taxfyle in the HQ Portal, Taxfyle will issue an electronic bill to Customer for all charges based on Customer's use of the Services during the applicable Fee Accrual Period (including, if applicable, the relevant Fees for TSS). Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Taxfyle will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Taxfyle agrees), all Fees are due as stated in the invoice. Customer's obligation to pay all Fees is non-cancellable. Taxfyle's measurement of Customer's use of the Services is final. Taxfyle has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Taxfyle. Additional details about fees and payment terms can be found in the About Fees and Payment section in the Taxfyle Terms of Service (https://www.taxfyle.com/policies/terms)

Taxes

~Customer is responsible for any Taxes and will pay Taxfyle for the Services without any reduction for Taxes. If Taxfyle is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Taxfyle, unless Customer provides Taxfyle with a timely and valid tax exemption certificate in respect of those Taxes.

~Customer will provide Taxfyle with any applicable tax identification information that Taxfyle may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Taxfyle for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

Payment Disputes & Refunds

‍Any payment disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Taxfyle, Taxfyle will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Taxfyle will apply the credit memo amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds (if any) are at Taxfyle's discretion and will only be in the form of credit for the Services. Nothing in these Cloud Terms of Service obligates Taxfyle to extend credit to any party.

Delinquent Payments; Suspension

Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Taxfyle in collecting such delinquent amounts. Further, if Customer's payment for the Services is overdue, Taxfyle may Suspend the Services.

No Purchase Order Number Required

‍Customer is obligated to pay all applicable Fees without any requirement for Taxfyle to provide a purchase order number on Taxfyle's invoice (or otherwise).

Customer Obligations

Compliance

‍Customer will (a) ensure that Customer and its End Users' use of the Services complies with these Cloud Terms of Service, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Taxfyle of any unauthorized use of, or access to, the Services, Account, or Customer's password of which Customer becomes aware. Taxfyle reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications, Customer Data, or Workspaces.

Privacy

‍Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services and (b) Taxfyle's accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under these Cloud Terms of Service.

Restrictions

‍Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications, Accounts, or Workspaces to simulate or act as a single Customer Application, Account, or Workspace (respectively)) or to circumvent Service-specific usage limits or quotas; (iv) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (v) in a manner that breaches, or causes the breach of, Export Control Laws; or (vi) to transmit, store, or process health information subject to United States HIPAA regulations.

Documentation

Taxfyle may provide Documentation for Customer's use of the Services.

Copyright

‍Taxfyle provides information to help copyright holders manage their intellectual property online, but Taxfyle cannot determine whether something is being used legally without input from the copyright holders. Taxfyle will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act.

Suspension

AUP Violations

If Taxfyle becomes aware that Customer's or any End User's use of the Services violates the AUP, Taxfyle will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Taxfyle's request, then Taxfyle may Suspend all or part of Customer's use of the Services until the violation is corrected.

Other Suspension

Notwithstanding Section 4.1 (AUP Violations), Taxfyle may immediately Suspend all or part of Customer's use of the Services if (a) Taxfyle reasonably believes Customer's or any End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the Taxfyle network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Taxfyle reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). Taxfyle will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, Taxfyle will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible.

Intellectual Property Rights; Protection of Customer Data; Feedback

Intellectual Property Rights

Except as expressly stated in these Cloud Terms of Service, these Cloud Terms of Service do not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications, and Taxfyle owns all Intellectual Property Rights in the Services and Software.

Protection of Customer Data

Taxfyle will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer and will not use it for any other Taxfyle products, services, or advertising. Taxfyle has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Taxfyle Data Processing and Security Terms.

Customer Feedback

At its option, Customer may provide feedback or suggestions about the Services to Taxfyle ("Feedback"). If Customer provides Feedback, then Taxfyle and its Affiliates may use that Feedback without restriction and without obligation to Customer.

Technical Support Services

By Customer

Customer is responsible for technical support of its Customer Applications and Workspaces.

By Taxfyle

Subject to payment of applicable support Fees, Taxfyle will provide TSS to Customer during the Term in accordance with the TSS Guidelines.

Confidential Information

Obligations

The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under these Cloud Terms of Service, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under these Cloud Terms of Service.

Required Disclosure

Notwithstanding any provision to the contrary in these Cloud Terms of Service, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

Term and Termination

Cloud Terms of Service Term

The term of these Cloud Terms of Service (the "Term") will begin on the Effective Date and continue until the Cloud Terms of Service are terminated as stated in this Section 8 (Term and Termination).

Termination for Breach

To the extent permitted by applicable law, either party may terminate these Cloud Terms of Service immediately on written notice if (a) the other party is in material breach of these Cloud Terms of Service and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

Termination for Inactivity

Taxfyle reserves the right to terminate the provision of the Services to a Workspace upon 30 days' advance notice if, for a period of 60 days (a) Customer has not accessed the HQ Portal or the Workspace has had no activity and (b) such Workspace has not incurred any Fees for such Services.

Termination Due to Applicable Law; Violation of Laws

Taxfyle may terminate these Cloud Terms of Service immediately on written notice if Taxfyle reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Taxfyle to violate any Anti-Bribery Laws or Export Control Laws.

Effect of Termination

If the Cloud Terms of Service are terminated, then (a) all rights and access to the Services will terminate immediately (including access to Customer Data, if applicable), unless otherwise described in these Cloud Terms of Service, and (b) all Fees owed by Customer to Taxfyle are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.

Publicity

Customer may state publicly that it is a Taxfyle customer and display Taxfyle Brand Features in accordance with the Trademark Guidelines. Taxfyle may use Customer's name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Cloud Terms of Service. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

Representations and Warranties

Each party represents and warrants that (a) it has full power and authority to enter into the Cloud Terms of Service, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.

Disclaimer

Except as expressly provided for in the Cloud Terms of Service, Taxfyle does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) any representations about content or information accessible through the Services.

Limitation of Liability

Limitation on Indirect Liability

To the extent permitted by applicable law and subject to Section 12.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Cloud Terms of Service for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

Limitation on Amount of Liability

Each party's total aggregate Liability for damages arising out of or relating to the Cloud Terms of Service is limited to the Fees Customer paid during the 12-month period before the event giving rise to Liability.

Unlimited Liabilities

Nothing in the Cloud Terms of Service excludes or limits either party's Liability for:

~its fraud or fraudulent misrepresentation.

~its obligations under Section 13 (Indemnification).

~its infringement of the other party's Intellectual Property Rights.

~its payment obligations under the Cloud Terms of Service; or

~matters for which liability cannot be excluded or limited under applicable law.

Indemnification

Taxfyle Indemnification Obligations

Taxfyle will defend Customer and its Affiliates using the Services under Customer’s Account and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or any Taxfyle Brand Feature, in each case used in accordance with the Cloud Terms of Service, infringes the third party's Intellectual Property Rights.

Customer Indemnification Obligations

Customer will defend Taxfyle and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Application, Workspace, Customer Data, or Customer Brand Features; or (b) Customer's or an End User's use of the Services in breach of the AUP or Section 3.3 (Restrictions).

Exclusions

Sections 13.1 (Taxfyle Indemnification Obligations) and 13.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's breach of the Cloud Terms of Service, (b) a combination of the indemnifying party's technology or Brand Features with materials not provided by the indemnifying party under the Cloud Terms of Service, unless the combination is required by the Cloud Terms of Service, and (c) in the case of Taxfyle or any of its Affiliates as the indemnifying party, any Services provided to Customer free of charge.

Conditions

Sections 13.1 (Taxfyle Indemnification Obligations) and 13.2 (Customer Indemnification Obligations) are conditioned on the following:

~Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 13.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 13.1 (Taxfyle Indemnification Obligations) or 13.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

~Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Remedies

~If Taxfyle reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Taxfyle may, at its sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.

~If Taxfyle does not believe the remedies in Section 13.5(a) are commercially reasonable, then Taxfyle may Suspend or terminate Customer's use of the impacted Services.

Sole Rights and Obligations

Without affecting either party's termination rights, this Section 13 (Indemnification) states the parties' sole and exclusive remedy under these Cloud Terms of Service for any third-party allegations of Intellectual Property Rights infringement covered by this Section 13 (Indemnification).

Miscellaneous

Notices

Under the Cloud Terms of Service, notices to Customer must be sent to the Notification Email Address and notices to Taxfyle must be sent to support@taxfyle.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

Emails

The parties may use emails to satisfy written approval and consent requirements under the Cloud Terms of Service.

Assignment

Neither party may assign any part of these Cloud Terms of Service without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of these Cloud Terms of Service, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void. If Customer assigns these Cloud Terms of Service to an Affiliate in another jurisdiction such that there is a change in the Taxfyle contracting entity as defined (i) these Cloud Terms of Service are automatically assigned to the new Taxfyle contracting entity.

Change of Control

If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.

Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

Subcontracting

Taxfyle may subcontract obligations under the Cloud Terms of Service but will remain liable to Customer for any subcontracted obligations.

No Agency

These Cloud Terms of Service do not create any agency, partnership, or joint venture between the parties.

No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Cloud Terms of Service.

Severability

If any part of these Cloud Terms of Service is invalid, illegal, or unenforceable, the rest of the Cloud Terms of Service will remain in effect.

No Third-Party Beneficiaries

These Cloud Terms of Service do not confer any benefits on any third party unless they expressly state that they do.

Equitable Relief

Nothing in these Cloud Terms of Service will limit either party's ability to seek equitable relief.

U.S. Governing Law

~For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then the Cloud Terms of Service will be silent regarding governing law and venue.

~For U.S. Federal Government Entities. If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THESE CLOUD TERMS OF SERVICE OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF FLORIDA (EXCLUDING FLORIDA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE CLOUD TERMS OF SERVICE OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN MIAMI-DADE COUNTY, FLORIDA.

~For All Other Entities. If Customer is any entity not identified in Section 14.12(a) (U.S. Governing Law for U.S. City, County, and State Government Entities) or (b) (U.S. Governing Law for Federal Government Entities), then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THESE CLOUD TERMS OF SERVICE OR THE SERVICES WILL BE GOVERNED BY FLORIDA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF MIAMI-DADE COUNTY, FLORIDA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

Amendments

Except as stated in Section 1.5(b) (Modifications: To the Cloud Terms of Service) or (c) (Modifications: To the Taxfyle Data Processing and Security Terms), any amendment must be in writing, signed by both parties, and expressly state that it is amending these Cloud Terms of Service.

Survival

The following Sections will survive expiration or termination of these Cloud Terms of Service: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights; Protection of Customer Data; Feedback), Section 7 (Confidential Information), Section 8.6 (Effect of Termination), Section 11 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), and Section 14 (Miscellaneous).

Entire Cloud Terms of Service

‍These Cloud Terms of Service set out all terms agreed between the parties and supersede all other agreements between the parties relating to their subject matter. In entering into these Cloud Terms of Service, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in these Cloud Terms of Service. The URL Terms are incorporated by reference into the Cloud Terms of Service. After the Effective Date, Taxfyle may provide an updated URL in place of any URL in these Cloud Terms of Service.

Conflicting Terms

If there is a conflict between the documents that make up these Cloud Terms of Service, the documents will control in the following order (of decreasing precedence): the Taxfyle Terms of Service, Cloud Terms of Service, and Taxfyle Data Processing and Security Terms.

Headers

Headings and captions used in the Cloud Terms of Service are for reference purposes only and will not have any effect on the interpretation of the Cloud Terms of Service.

Conflicting Languages

‍If these Cloud Terms of Service are translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.

U.S. Federal Agency Users

The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.