Terms of Use
This agreement governs your “Customer” access to products and services offered by ProTaxPro by FileYourTaxes.com, dba Taluy California Corporation, who, hereafter will be referred to as the “Company.”
PREAMBLE
The Company develops and markets tax preparation software with adjunct capabilities to accommodate electronic filing, refund settlement/bank products (as they may be available), and other products and services for tax professionals and taxpayers. The tax software, the associated server farm, internal and external connectivity and all ancillary devices and methods that are effective in the operation will be referred to as the “System”. Therefore, the Customer and the Company agree to the following terms in regards to use of the Product. Product is defined below, and a separate Product specific agreement will also be required.
COVERAGE
This Agreement covers the non-exclusive, limited license to use the software provided by the Company. This Agreement does not allow the Customer to modify the source code or establish specific input protocols or “hooks” to the software other than categorically allowed per the common use of the software, or to, in manner, attempt to infringe upon the Company’s intellectual property rights.
This Agreement will also cover the ancillary service items that may be purchased from the Company and or the Third Party products through the Company.
DEFINITIONS
The following are general definitions for the normally used terms:
Product: Products and/or services that are offered through the Company will be referred to as Products. Whereas the intent of these products are generally to be software based, no specific excluded category is established provided the products offered are legal, and deemed appropriate by Company.
Product Acquisition Mode: The products maybe licensed, rented, leased or sold.
Third-Party Products: Certain products offered by Company may be developed, produced and/or owned by other entities and delivered to Customer by or through Company as an added option, courtesy or added benefit.
Bundled Products: Certain products may be combined to become a “Bundled” product, and offered through Product Acquisition Mode as one unit.
Product Code: Most Products, whether individual or bundled, will be assigned a Product Code. The product codes and/or the associated pricing may be available for limited periods of time.
Product Period of Availability: Each Product and/or the associated license to use that product has a valid life associated with that product.
Payment: Payment is the monetary consideration associated with use of the products.
Initial payment: The first Payment in association with the acquisition of product and/or the associated license is the Initial Payment.
Active Product Life: Each product’s validity and usability will expire in at the expiration of the Active Product Life.
Dates of Payment: Products will have one or many payment dates. The dates can be specific dates or periodic, monthly, weekly, etc. Each Product will have an associated payment date.
Number of Mandated Payments: Each product may be licensed or sold with one or multiple mandated payments. For instance, a product that requires payment for each month for a total period of one year may require 12 (Twelve) mandated payments. Likewise, a product that has a period of availability for 2 (Two) years, and payment is required for each year, 2 (Two) mandated payments must be made at specified Dates of Payment.
Periodic Payments: The fees or payments associated with the licensed or sold products maybe collected at any period. For example there can be one-time payments monthly payments, yearly payments, etc. If the agreed upon Product Period of Availability is longer than the period established by the number of Periodic Payments associated with a product, all payments have to be duly, timely and properly made until the last one of the Number of Mandated Payments is made. In certain cases, the initial payment may be $0.00.
Natural Expiration of a Product: A product will naturally expire at the end of the Active Life of the Product, or if tied to the periodic payments, at the end of the period of last Periodic Payment. The Product may also become functionally obsolete due passage of time.
Early Termination: If the Customer terminated the Agreement prior to the contracted natural expiration date of the product, this will be considered early termination. There maybe penalties associated with this early termination. Unless otherwise specified, the early termination fee is the sum of the remainder of the payments plus the Administrative Fee.
Dishonored and Late Payment Fees: There will be administrative and/or service fees assessed and collected for all dishonored and/or late payments.
Service Charge: In case of a breach of default association with the use of the System and or Products, there will be an agreed upon Service charge assessed periodically to compensate for the billing and related communication purposes.
Residual Use of the Product: Authority may be granted for the use of certain products beyond the Natural Expiration of a Product. This will be decided for each Product and Customer.
Product Change Fee: An amount will be assessed to the Customer if the Customer wants to change their Product selection to another Product. In no cases will fees paid be refunded to Customer if the new product has a lower associated Payment. In the case of periodic payment products, the change to a lower periodic cost product may be restricted or considered early termination.
Administrative Fees: There may be administrative fees assessed in other conditions when Customer requests assistance over and above that normally associated with use of the System. For instance for specialized products, actions due unsuccessful payment collection, specialized services requested beyond those that are normally available, etc. Unless otherwise specified the administrative fee is $35.00.
Renewal Option: This is an option extended to a customer to renew the same, or virtually equivalent product availability under certain conditions. The option may be offered by the Company at anytime and may be subject to limitations
Discount Codes: Certain discounts may be offered to Customers from time to time by Company.
Minor Benefits: Certain benefits such as return units provided new customers for evaluation purposes, or prior return access, etc. are referred to as minor benefits.
Promotional Codes: To incentive specific existing or potential Customers, certain time sensitive promotions may organized. The Products involved are identified with these promotional codes and may not be publicly available.
Level of Support: Unless otherwise expressed in writing, level of support offer will pertain only to the use instructions of the product, and not to subject matter that the product works with. These instructions will be available OnLine, or be delivered by eMail. In most cases, requested instructions will be delivered within twenty four hours. Other support levels may be available for a fee.
Provisioning: The Product is considered provisioned at the time it is made available to the Customer. Generally this occurs after the Customer signs a product specific agreement and makes payment for a Product.
TRANSFERABILITY
The Agreement exists only between the Customer and the Company and may not be transferred to any other entity solely at the Customer’s option.
RIGHT OF RESCISSION
The Customer has a right to rescind this Agreement within 10 calendar days of the signature date relating to the acquisition of the Product if the Customer has not used the System resources beyond Minor Benefit. Specifically in the case of a tax software product, cancellation will only be allowed as long as the creation of no more than 5 (five) user accounts during that period of time has occurred. In all cases, the customer has the right to rescind this Agreement within 72 hours of signing without showing cause. In all allowed cases, the Customer will have no further liability of Payment to the Company. The timely notice of rescission by the Customer has to be given to the Company immediately by provable electronic means.
REFUND POLICY
Since the Product is consumable at the time of provisioning, no refunds will be made other than described in Right of Rescission.
CUSTOMER INSPECTION AND TESTING
Company makes the Product publicly available at its website, and offers Customers a trial for no fee and without obligation so that the Customer may test the Product and determine its suitability for Customer’s needs. The Customer admits to having inspected the Product(s), or will perform the testing and inspection of the Products to the Customer’s satisfaction within the recession period.
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 components parts of a product that become available or unavailable at different times. For instance, the return preparation and eFiling software contains Federal and state return capabilities. Normally, the Federal return availability precedes the state availability. The state availability will also vary from one state to another. Availability and approval status of the states may be viewed at Supported States page. Normally supported forms may be reviewed at System Limitations page. Other products may be added or deleted from the list offered products. The Product Codes are changed frequently. Licensee and/or purchaser’s access to the product may be suspended or denied at the end of the Product Period of Availability. Any attempt to use the Product once the access is no longer available is prohibited and is a breach of this Agreement.
CHANGE OF PAYMENT METHOD INFORMATION
In case payments are involved, if there will be a change in the information provided for payment, the Customer will immediately inform the Company of such changes in advance, and provide alternatives if applicable,so that inadvertent default does not occur for lack of payment. As an example of such a change is the validity date of payment related cards or cancellation of cards.
DEFAULT/BREACH
A Breach may occur in the event that the Customer misuses the System, uses the System for illegal purposes, uses the system for purposes other than intended, or fails to make timely Payments as agreed. A Breach will also occur if a Federal or State Agency, law enforcement, or court requests that Company cease to make available any part of the System or any Product or Service to the Customer. In the case of a Breach Customer understands and agrees that the Customer’s access to the System will be denied, regardless of the product, and the Customer will lose access to data entered into the System, if any. If the default occurs no portion of the Payment will be returned to the Customer and all remaining periodic payment payments, if any, will become due immediately.
TERMINATION OF SERVICE
Company at its sole and absolute discretion may terminate service to Customer. In this case Customer understands and agrees that the Customer’ access to the System will be denied, regardless of the product, and the Customer will lose access to data entered into the System, if any. If the default occurs no portion of the Payment will be returned to the Customer.
NUMBER OF USERS
The number of user accounts the Customer may establish in the Product may be limited at Company’s sole and absolute discretion in association with each Product.
NOTICE
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:
Attention: CFO
ProTaxPro by FileYourTaxes.com
P O Box 7657
Oxnard CA 93031-7657
Phone Number: (805) 256-1791
SERVICE LIMITATIONS/LIMITATION OF LIABILITY
Company offers an OnLine system that requires the assistance of the 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 we do not anticipate any interruptions other than normal scheduled maintenance, we do not warrant continuous, uninterrupted service. Limitations of liability and the warranties set forth in this Agreement govern unless they are prohibited by applicable law. Among other things, the service may be interrupted, delayed or otherwise limited for a variety of reasons, including but not limited to environmental conditions, 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, and problems with the facilities of connecting carriers.
Unless applicable law precludes parties from contracting to so limit liability, and provided such law does not discriminate against arbitration clauses, Company shall not be liable for any indirect, special, punitive, incidental or consequential losses or damages you, Customer or any third party may suffer by use of, or inability to use, service or the System provided by or through Company, including loss of business or goodwill, revenue or profits, or claims of personal injuries. To the full extent allowed by law, you hereby release, indemnify, and hold the Company and its officers, directors, employees and agents harmless from and against any and all claims of any person or entity for damages of any nature arising in any way from or relating to, directly or indirectly, service and the System provided by Company or any person’s use thereof, INCLUDING CLAIMS ARISING IN WHOLE OR IN PART FROM THE ALLEGED NEGLIGENCE OF THE COMPANY, or any violation by you of this Agreement. This obligation shall survive termination of your service with Company. The Company is not liable to you for changes in operation, equipment or technology that cause your computer or associate devices to be rendered obsolete or require modification. SOME STATES, DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES OR LIMITS ON REMEDIES FOR BREACH. THEREFORE, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
WARRANTIES
THE SYSTEM IS OFFERED ON AN “AS IS” BASIS AND COMPANY OFFERS NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, OR PERFORMANCE REGARDING ANY SERVICES OR PERFORMANCE OF THE SYSTEM, AND IN NO EVENT SHALL COMPANY BE LIABLE, WHETHER OR NOT DUE TO ITS OWN NEGLIGENCE.
WARRANTIES ON THIRD PARTY PRODUCTS
THERE WILL BE NO WARRANTY BY US ON ANY THIRD PARTY PRODUCTS WE AVAIL FOR YOUR CONVENIENCE. FURTHER, WE HAVE NO CONTROL ON THE FUNCTIONALITY OF USE OF SUCH PRODUCTS. YOU AGREE THAT YOU HAVE INDEPENDENTLY VERIFIED THE QUALITY, MERCHANTABILITY, FITNESS AND APPLICABILITY TO YOUR PURPOSES AND THE UTILITY OF SUCH PRODUCTS PRIOR TO MAKING YOUR PURCHASE.
SECURITY & PRIVACY
The Customer understands that most software and the utilities acquired from the Company will allow the user to ultimately connect with the tax agencies and financial institutions. Further, the security and privacy of taxpayer data are protected by various Federal, state and local laws and regulations. Therefore, the Customer will always be vigilant in the use if the software and will not allow any others who are not licensed to use the software. To avoid potential security risks, the Customer will not construct methods or devices or allow the automated submission of data into the System. The customer will not share logins, passwords, access credentials, operational processes with any other person or entity except for common-law employees, with employee accounts established in the System for use by a single individual. No two people are allowed to have the same user-name in the System. In case of non-individual customers, the Customer will designate an individual who will have this security and responsibility and will report the name and contact information of this person to the Company. If a change occurs in this person’s position, the same information will be provided to the company for the new responsible person. Unlawful or unauthorized use of the System is prohibited. In cases where taxpayer information will need to be used or disclosed for purposes other that the filing of the tax return, the Customer will obtain and retain appropriate and applicable consents to disclosure and use of this information
ELIGIBILITY
Internal Revenue Service or other Local, State, Federal, or other Government agencies may curtail the Customer’s eligibility to purchase and use Company’s product(s).
JOINT AND SEVERAL LIABILITY
In the event that this Agreement is signed by be 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.
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. 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.
SEVERABILITY
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.
SURVIVAL
This Agreement survives the last payment date and/or the expiration date of the product, if any.
JURISDICTION
The state and federal court s for Ventura County, California, shall be the exclusive forums for any dispute arising out of or related to this Agreement, and each party agrees to bring any claim, cause of action or petition solely in such courts. Each party agrees not to object to such courts on the grounds of lack of personal jurisdiction, improper venue or forum non conveniens
CHANGE OF TERMS
The Company has the right to change terms to this Agreement and may change or revise the terms of this Service Agreement without notice. We will advise you of any changes to our Service Agreement if it will affect your use of any of the Products or Services. Customer agrees to consent to the current version of the Service Agreement should Customer elect to add, remove, or renew Products or Services.
RELATIONSHIP
The parties agree that purchase of a product by the Customer does not establish any other relationship between the parties. Neither party can represent itself a partner, joint venturer, agent, reseller, representative, or similarly related entity of the other party by the virtue of this Agreement.
DUPLICATION AND PIRACY
The Customer, the Customer’s, officers, directors, employees, agents, or any other directly or indirectly related persons to the Customer are not authorized to copy, reverse engineer, modify or mutilate the product or the output or input values of the product beyond that is designed to be the proper operation of the product.
RESULT OF NONCOMPLIANCE
If the Customer does not comply with the terms of this Agreement, the Company, at its option, will immediately terminate all access to the product(s). The Customer will forfeit all payments. All scheduled future obligation will be accelerated for immediate payment.
INCORPORATE INTO OTHER AGREEMENTS
This Agreement may be incorporated into other agreements by reference.
eSIGNATURE
The Customer signs with a legally binding electronic signature, allowing the Company to accept Customer’s consents, disclosures and signatures electronically 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.
Version 20130325