This End-User License Agreement (the "Agreement") is a legally binding contract between TaxWorks, Inc. (“Licensor”) and you. This Agreement governs your use of the TaxWorks® software and accompanying documentation (the "Software"). Be sure that you carefully read and fully understand this Agreement.
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. LICENSOR IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. YOU PROVIDE YOUR CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BY INSTALLING, LOADING OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
- License and Permitted Use. The Software is licensed, not sold. Subject to the terms and conditions of this Agreement, Licensor grants to you a limited, non-exclusive, non-transferable right to install, use and display the Software on multiple computers within a single office. You may copy the Software for backup, archival and transfer purposes only, provided that the original and each copy is kept in your possession or control, and that your installation and use of the Software does not exceed that which is allowed in this Section 1.
- License Restrictions. You may not directly or indirectly: (1) re-distribute, sell, rent, loan, resell or otherwise transfer the Software or any rights in or to the Software to any other person or entity; (2) use the Software in any manner other than its intended manner, including making the Software available on an application service provider; (3) duplicate the Software by any means, including electronically, except for a backup copy described in Section 1 above; (4) remove any proprietary notice, labels or marks on or in Software; (5) derive or attempt to derive the source code for the Software; or (6) disable or circumvent any access control or related device, process or procedure established with respect to the Software.
- Intellectual Property Rights. The Software is protected by United States copyright law and international treaty provisions. Through your use of the Software, you acquire no ownership interest in the Software or any derivative work or component of the Software. Unless and to the extent that applicable laws may require otherwise, you may not decompile, disassemble, modify or reverse engineer the Software, or seek to derive the source code from any executable object code provided to you, or modify, translate, or otherwise create derivative works based on the Software or any part thereof.
- Term. The Agreement is effective until terminated by Licensor. This Agreement will terminate if you fail to comply with its terms and conditions. If this Agreement is terminated, you shall immediately discontinue all use of the Software, delete all copies of the Software and return the Software to Licensor. All provisions of this Agreement which must survive in order to give effect to its meaning will survive termination or expiration of this Agreement.
- Disclaimer of Warranties. The Software is provided "AS IS" without warranty of any kind. While Licensor is providing the Software as a general tool to assist you in preparing and/or filing your tax returns, the entire risk as to the results and performance of the Software is assumed by you. Licensor does not warrant, guarantee, or make any representations regarding the use of, or the results of the use of, the Software in terms of correctness, accuracy, reliability, or currentness. THE SOFTWARE DOES NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN USING THE SOFTWARE.
THERE ARE NO EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF ANY KIND ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR OTHER WARRANTIES OR (i) OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, WORKMANLIKE EFFORT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, TITLE, QUIET ENJOYMENT, NO ENCUMBERANCES, NO LIENS OR SYSTEM INTEGRATION, (ii) THAT THE SOFTWARE OR ANY PART THEREOF CONFORMS TO ANY DEMONSTRATION OR PROMISE, (iii) ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR (iv) THAT ACCESS TO OR USE OF THE SOFTWARE OR ANY PART THEREOF WILL BE UNINTERRUPTED, ERROR OR DEFECT FREE OR COMPLETELY SECURE OR THAT PROBLEMS WILL BE CORRECTED. LICENSOR AND ITS AFFILATES' AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE (REGARDLESS OF THE FORM OF ACTION OR CLAIM AND WHETHER BASED ON WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL OF ALL LICENSE FEES RECEIVED BY LICENSOR FROM YOU UNDER THIS AGREEMENT. LICENSOR SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, NOR FOR ANY LOSS OF PROFITS OR REVENUE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR SHALL NOT BE RESPONSIBLE FOR LOSS OF USE OF SOFTWARE OR OTHER PROGRAMS, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAMS.
Without limitation of any of the foregoing, you agree that Licensor and none of Licensor's licensors, suppliers, affiliates or subsidiaries will have any additional liability or obligation for any claim, cause of action or injury that you or any other person may have as a result of: (1) your use or inability to use or access the Software; (2) your inability to file any tax return by the filing deadline; (3) any access to, or use of your user information or tax information by an unauthorized person or by unauthorized persons; (4) your disclosure of your password to, or the use of your password by, any third party; (5) connection to toll charges for using the software, obtaining updates for the Software or electronically filing returns; or (6) any fees, costs or expenses arising out of or relating to troubleshooting or technical support for the Software. You agree that the essential purposes of this agreement can be fulfilled even excluding such damages.
- Indemnification. You agree to hold Licensor and its licensors, successors, assigns, officers, directors, representatives, employees and agents, from and against any claim, suit, loss, liability, penalty or damages (including incidental and consequential damages), costs and expenses (including reasonable attorneys' fees and expenses), arising out of your breach of this Agreement.
- Export Restrictions. The Software is provided solely for lawful purposes and use. You shall be solely responsible for, and agree to comply with, all applicable laws, statutes, ordinances, and other governmental authority, however designated. Without limiting the foregoing, you agree to comply with all U.S. export laws and applicable export laws of your locality (if you are not in the United States), and shall not export any Software or other materials provided by Licensor without first obtaining all required authorizations or licenses. The Software including the documentation are provided subject to Licensor's standard commercial agreement; products acquired for use within or for any United States federal agency are provided with “LIMITED RIGHTS” and “RESTRICTED RIGHTS” as defined in DFARS 252.227-7013 and FAR 52.227-19.
- IRC Section 7216. IRC Section 7216 and the associated regulations (“§7216”) govern a tax return preparer's use and disclosure of tax return information. You acknowledge that, as a user of the Software to provide tax preparation services, you are a “tax return preparer” as such term is defined under §7216. You warrant that, as a tax return preparer, you will comply with §7216. Subject to certain exceptions under §7216 you are required, among other things, to obtain a taxpayer's written consent before you are permitted to: i) use a taxpayer's tax return information to offer products or services other than tax preparation, or ii) disclose a taxpayer's tax return return information to third parties. To the extent uses or disclosures requiring consent under §7216 are facilitated by the Software, Licensor has included the required consent forms for your use. You shall obtain the taxpayer's signature on the consent form(s) when required and retain the executed consent form(s) with the taxpayer's file. To the extent you elect to use or disclose a taxpayer's tax return information for purposes other than those facilitated by the Software, you shall be solely responsible for: i) developing any additional consent forms as required by §7216, ii) properly obtaining the taxpayer's signature on such consent forms when required, and iii) and retaining the executed consent form(s) with the taxpayer's file. Upon reasonable notice and during normal working hours, you shall allow representatives of Licensor to inspect your compliance with §7216 solely as it relates to your use of the Software.
- Fees and Payment. Per Unit Processing (PUP) and Electronic Filing (EF) invoices, if any, are due and payable upon receipt. If payment is not received within thirty (30) calendar days of the invoice date, Licensor shall have the right to restrict your account from Software updates, alerts, PUP, and EF services until full payment is received.
- Other.
- Governing Law; Forum. This Agreement shall be governed by the laws of Missouri, without regard to choice of law or conflicts of law provisions. Licensor and you agree that the exclusive jurisdiction of any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, the Software or services provided in connection therewith shall be in the courts located in the county of Jackson.
- Entire 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. No representations or statements of any kind made by any representative of Licensor or its affiliates or subsidiaries, which are not included in this agreement, shall be binding on Licensor.
- Amendments. Neither party may modify or amend this Agreement except by a writing signed by you and authorized representatives of Licensor.
- Waiver. No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of Licensor. Licensor's failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
- Severability. If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as 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 shall not render invalid the remainder of this Agreement.
Should you have any questions concerning this Agreement, please contact Licensor in writing at:
SO10388 - License Agreement