Online Program > TERMS OF SERVICE FOR ONLINE TAX PREPARATION SERVICES - TAX YEAR 20##

TERMS OF SERVICE FOR ONLINE TAX PREPARATION SERVICES - TAX YEAR 2021

BY CLICKING THE "ACCEPT" BUTTON OR ACCESSING OR USING THE SERVICES, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THESE SERVICES.

You ("Customer", "Your", or related term) are only granted the right to access or use the Services (defined below) and only for the purposes described in these Terms of Service ("Agreement"). You are acquiring the Services by CPTS or from a third party authorized to resell the Services ("Service Bureau") under a separate agreement with CPTS ("Service Bureau Agreement"). This Agreement contains the terms and conditions that govern Your access to and use of the Services. If the Services were acquired from a Service Bureau, there may be additional terms and conditions related to Your use of the Services pursuant to any agreement by and between You and the Service Bureau. You expressly acknowledge and agree that CPTS shall have the right to enforce this Agreement against You. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an "Entity"), You are agreeing to this Agreement for that Entity and representing to CPTS that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms "Customer," "You," "Your" or a related capitalized term herein shall refer to such Entity and its Affiliates.

In the event there is a conflict or inconsistency between the terms, conditions and limitations set forth in this Agreement and the agreement included with Your Order Confirmation, that agreement shall control.

1.DEFINITIONS. Capitalized terms used but not defined elsewhere in this Agreement shall have the respective meanings set forth below:

1.1."Affiliate" means with respect to an entity party to this Agreement, any entity which, directly or indirectly, controls, is controlled by or is under common control with such party, where control means the ability to direct the affairs of an entity through ownership of voting interest, contract rights or otherwise.

1.2."Authorized User" means an individual in Customer"s practice who is authorized by Customer to use the Services on Customer"s behalf.

1.3. "Bank Products" means tax refund related settlement products, also known as "financial products," including but not limited to refund transfers (also known as RACs, RTs, ERC's, etc.), refund loans, and any other products which facilitate the payment of tax preparation or other fees from the proceeds of Client's refunds and/or advance funds to taxpayers in anticipation of repayment from the proceeds of the tax refund.

1.4. "Approved Integrated Banking Product Provider" means a third-party financial services institution or a third-party service provider authorized by CPTS to provide Bank Products in connection with CPTS' Services.

1.5. "Client" means any third-party client of Customer that has entered into a direct agreement with Customer for tax preparation services.

1.6. "Client Data" means all Client"s information, data, and any content, that is uploaded to or stored on the Services by Customer.

1.7. "CPTS" means CrossLink Professional Tax Solutions, LLC, a California Limited Liability Company.

1.8. "Concurrent User" means any Authorized User who is accessing or using the Services at any point in time.

1.9."Contracting Party" means the entity (CPTS or Service Bureau) that has entered into an agreement with Customer to grant access or use to the Services.

1.10."Customer" means the person or entity that has purchased access and use to the Services for their own internal use for the purpose of tax preparation services. Typically, a tax preparer.

1.11."Customer Data" means all information, data, and any content, that is uploaded to or stored on the Services by or on behalf of Customer, including Client Data. Customer Data does not include any Statistical Data (as defined below).

1.12."Online Account" means the authorized access to CPTS’ servers, networks and/or systems, including, for access to the Services, CPTS support websites, online account management tools and/or for electronic filing, as established by CPTS for each Authorized User, and includes the controls, permissions, and data unique to such user.

1.13."Online Account Access Information" means the private access information (for example, username and password) used by each Authorized User to access his/her individual Online Account.

1.14."Order Confirmation" means a written or electronic confirmation of an order from CPTS that documents Customer's acquisition of Services or other transaction. All Order Confirmations are incorporate here in and are subject to the terms and conditions of this Agreement.

1.15."Statistical Data" means any and all information reflecting the access or usage patterns of the Servicesby or on behalf ofCustomer or any Authorized User and general information about Customer's and its Authorized Users' computer system from which the Services is being accessed (for example, system configuration, type of internet connectivity,RAM,CPU,operating system, browser version), including any statistical or other analysis, information or databased on or derived from any of the foregoing; provided that such information has been anonymized so as to not identify Customer or any Authorized User.

2.SERVICES. This Agreement describes the terms governing your access and use of the CPTS web-based tax preparation application(i.e. online version of CrossLink Professional Tax Software) provided to you on our website including Content (defined below), updates and new releases (collectively, the “Services“).This Agreement included by reference:

  • CPTS' Privacy Policy, found on CPTS' website (view here), and any changes published by CPTS;
  • Additional terms and conditions, which may include those from third parties or Service Bureau; and
  • Any terms provided separately to You for the Services, including program terms, ordering, activation, payment terms, etc.

3.YOUR RIGHTS TO USE AND ACCESS THE SERVICES AND RESTRICTIONS.

3.1.The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use and access the Services and to permit the applicable number of Concurrent Users to access and use the Services solely for your internal use and for the purpose of performing tax and/or accounting services for Clients without any further right to access, use, distribute, transfer, transmit or otherwise exploit the Services in any manner. CPTS reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, CPTS grants to you a limited, nonexclusive, nontransferable right to use and access the Services. You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. Without limiting the generality of the foregoing, the right to access and use the Services granted herein does not cover any underlying components of the Services, CPTS' underlying application engines, or any other component of the Services or the operating environment within which the Services operates that is not intended by CPTS for access by any Authorized User.

3.2.Pay-Per-Return Pay-Per-Return ("PPR") is an option offered by CPTS that allows You to access and use the Services on a pay per return basis. All payment transactions, for the PPR service, will processed through the Wallet (CPTS' payment system), in real time. You will need to register/sign up for the Wallet within the CPTS Portal.

3.3.Condition of Services You shall not permit any person other than an Authorized User to use or access the Services. You shall cause each Authorized User to comply with the terms and conditions of this Agreement. The rights granted to you pursuant to this Agreement are conditioned upon your compliance with the terms of this Agreement.

3.4.Restrictions Customer must not do or attempt to do, or permit others to do or attempt to do, any of the following: (a) create derivative works of, copy or modify the Services in any way; (b) remove or modify CPTS‘ copyright notices, trademark, logo, legend or other notice of ownership from the Services; (c) access, view, read, modify, reverse compile, reverse assemble, disassemble or print the Services‘ source code or object code or other runtime objects, components or files; (d) otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Services; (e) defeat, disable or circumvent any protection mechanism related to the Services; (f) rent, lease, distribute (or redistribute), provide or otherwise make available the Services, in any form, to any third party; (g) share use or access of the Services with other practitioners who are not Authorized Users in Customer‘s practice, even if Customer shares office space or equipment; (h) share Online Account or Online Account Access Information with third parties; (i) link to, frame or mirror the Services or any portion thereof; (j) use the Services to process the data of clients of a third party; (k) publish, distribute (or redistribute) or sell any document retrieved through the Services (even if in the public domain) to any individual or entity outside of Customer‘s own firm, except for documents prepared for Clients within the scope of the normal and intended use of the Services. In addition, Customer shall not take actions to violate or attempt to violate the security of CPTS networks or servers, including (l) accessing data not intended for Customer or logging into a server or account which Customer is not authorized to access; (m) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (n) attempting to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.

3.5.Services Acquired by a Service Bureau - If you received the right to use and access the Services by a Service Bureau, CPTS expressly disclaims any liability for statements, representations, warranties or guarantees made by a Service Bureau that are inconsistent with this Agreement, the policies established by CPTS or regarding the functions, use or operation of this Services.

4.REGISTRATION OF SERVICES. YOU REPRESENT TO CPTS THAT THE FIRM NAME AND ADDRESS PROVIDED BY YOU IN THE SERVICES REGISTRATION PROCESS IS THE PRIMARY BUSINESS FIRM NAME AND ADDRESS USED BY YOU IN THE NORMAL COURSE OF BUSINESS. You represent and warrant that the primary firm name and address in the Services registration process should match the firm name and address in CPTS records and the firm name and address you provided to the IRS as part of your firm‘s EFIN registration.

5.CONTENT AND USE OF THE SERVICES

5.1.Responsibility for Content and Use of the Services.Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content“), which will include without limitation any Content that Authorized Users (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant CPTS a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. CPTS is not responsible for any of your Content that you submit through the Services.

5.1.1You agree not to use the Services, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

  1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming“ others, or criminal or civil liability under any local, state, federal or foreign law;
  2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual‘s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
  3. Except as permitted by CPTS in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
  4. Virus, Trojan horse, worm or other disruptive or harmful software or data; and
  5. Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

5.2.CPTS may freely use feedback you provide. You agree that CPTS may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other related products or services, advertising or marketing materials. You grant CPTS a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to CPTS in any way.

5.3.CPTS may monitor Content. CPTS may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect CPTS or its customers, or operate the Services properly. CPTS, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6.CUSTOMER DATA AND STATISTICAL DATA.

6.1.Authorized Use. As between CPTS and Customer, Customer is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Customer Data. CPTS and its subcontractors will only use Customer Data as (a) necessary to provide the Services and Optional Services (as defined below) to Customer (or in connection with Third-Party Products integrated in, or transmitted through, the Services); (b) expressly authorized pursuant to the terms of this Agreement; and (c) otherwise authorized by Customer in writing (each use an “Authorized Use“). Customer hereby grants to CPTS and its subcontractors a limited license to use Customer Data for each Authorized Use.

6.2.Service Providers. CPTS may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider“). In order for our Service Providers to be able to provide You with certain aspects of the Services, we may share a limited amount of Your Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of Your information for purposes unrelated to the Services.

6.3.Disclosure. CPTS may disclose Customer Data to taxing authorities and Service Providers that CPTS may use in conjunction with the Services or any other services it renders hereunder, subject to applicable laws and regulations. In addition, CPTS may disclose Customer Data to tax authorities, federal and state agencies/regulators and third parties for purposes related to detecting or reporting suspicious or fraudulent tax returns and/or possible fraudulent activity. Furthermore, CPTS may disclose Customer Data with courts, law enforcement agencies, or other government bodies when we have a good faith belief we‘re required or permitted to do so by law, including to meet national security or law enforcement requirements, to protect our company, or to respond to a court order, subpoena, search warrant, or other law enforcement request. Except as otherwise set forth in this Agreement or required by law, CPTS shall not disclose Customer Data to any third party without obtaining the appropriate written consent.

6.4.Data Retention. CPTS will use reasonable efforts to retain the Customer Data that Customer has properly submitted to CPTS‘ online servers for at least three (3) years following the year in which Customer submitted any such Customer Data. This data retention by CPTS does not relieve the Customer from his/her responsibility under the Code of Federal Regulations, Section 6107 (“Tax Return Record Retention Requirements“). It is Customer‘s responsibility to back-up on Customer‘s own local system all Customer Data that Customer submits to CPTS. CPTS specifically disclaims any liability for Customer‘s failure to maintain Customer Data as required by law. After three (3) years, CPTS will maintain such Customer Data in accordance with its internal business practices or as required by any law or regulations. Upon Customer‘s request, and subject to payment of any fees charged by CPTS therefor, CPTS shall use commercially reasonable efforts to make available for retrieval by Customer, all Customer Data then in CPTS‘ possession or control per CPTS‘ customary internal business practices. This Customer Data retrieval is only available to current Customers.

6.5.Statistical Data. As between CPTS and Customer, CPTS is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Statistical Data. CPTS may use Statistical Data for its own business purposes, including the support, improvement, and development of the Services or other CPTS products and services.

6.6.Security. CPTS shall each use commercially reasonable efforts to safeguard and maintain the integrity of Customer Data and Content in their possession and/or under their control. Such efforts shall include the development and implementation of commercially reasonable technical, administrative and physical measures to protect such data from unpermitted disclosure. The parties agree that (i) such security procedures constitute reasonable procedures to protect the integrity of such data from unauthorized access; and (ii) the state of the art does not permit the development of electronic security systems that are completely free of failures. CPTS SHALL HAVE NO LIABILITY FOR ANY BREACH OF CPTS‘ NETWORK SECURITY THAT RESULTS IN ANY UNAUTHORIZED DISCLOSURES OF CUSTOMER DATA, SO LONG AS CPTS HAS NOT MATERIALLY BREACHED ITS OBLIGATIONS REGARDING SECURITY OF SUCH CUSTOMER DATA. You play a critical role in protecting Your data and information by maintaining up to date computer security protections and by not sharing Your username, or password with anyone. Nevertheless, no data transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee Your data and information‘s absolute security.

6.7.Protection of Online Account Access Information. CPTS will supply Customer with the means to create private Online Account Access Information for its Authorized Users so that such Authorized Users may log into their respective Online Accounts. Online Accounts are designed for private use and should only be accessed through Authorized User‘s Online Account Access Information. Customer is fully responsible for the protection and confidentiality of its Authorized Users‘ Online Account Access Information. Customer acknowledges and agrees that Customer is responsible for all activity under Customer‘s and its Authorized Users‘ Online Accounts by any person and for insuring that all use of Customer‘s and its Authorized Users‘ Online Accounts is for authorized purposes only and complies fully with the provisions of this Agreement. Customer agrees to promptly notify the CPTS of any unauthorized use of any Online Account Access Information or any other breach of security upon becoming aware thereof, assist in preventing any recurrence thereof and otherwise cooperate fully in any proceedings or other actions undertaken to protect the rights of CPTS.

6.8.Unauthorized Acquisition. CPTS prohibits the use of the Services from CPTS that has been improperly obtained and/or accessed by or on behalf of Customer or any third party. For purposes of illustration, but not limitation, examples of the Services obtained or accessed improperly include the Services that are: (a) acquired from an unauthorized service bureau or reseller; (b) pirated, cracked or hacked, including through the use of Online Account Access Information established for use by another individual; (c) acquired with the intent or for the purpose to use in a manner that is illegal, fraudulent, in violation of this Agreement or otherwise outside the normal, stated and/or reasonably understood purpose of the Services; or (d) acquire with the use of false or inaccurate statements and/or information (e.g., false name, contact information, EFIN, or payment information; or false declaration of the total number of end users).

6.9.Reservation of Rights & Ownership of Developed Materials. CPTS and any applicable licensors retain all intellectual property and other rights in the Services (including all patent, copyright, trade secret, trade name, trademark, and other proprietary rights related to the Services which are protected under United States intellectual property laws and international treaty provisions). Unauthorized use of any of the Services will result in cancellation of this Agreement as well as possible civil damages and criminal penalties. Customer is not permitted to use “CrossLink,“ or any other trade or service marks of CPTS or any of its Affiliates in Customer‘s announcements, advertising or other materials unless expressly agreed to in writing by an authorized representative of CPTS. Customer acknowledges and agrees that CPTS and any applicable licensors‘ retention of contractual and intellectual property rights is an essential part of this Agreement. CPTS and any licensors (as applicable) will own and Customer hereby assigns to CPTS all rights in (i) any copy, translation, modification, adaptation or derivative work of the Services, including any improvement or development thereof, whether provided as part of support or otherwise, and whether or not developed by or for Customer, and (ii) any suggestions, ideas, enhancement requests, feedback, or recommendations provided by or on behalf of Customer.

6.10.Import Services. The Services may include a feature that allows you to import, where applicable, certain information from participating financial institutions, payroll processors, personal financial software, and business financial software. You are responsible for verifying the accuracy of the information that is imported. The Services may also include functionality designed to read data from images (for example, W-2s, other tax forms, or credit cards used for payment) photographed using a mobile device. This functionality is limited to those forms or items that the Services can read. If the form or other item you photograph and submit through the Services is not supported, you may need to manually enter your data. You may be offered the ability to import data from other sources in addition to those above. You may provide us with your authorization and information to allow us to obtain the data from third parties. Customer shall provide us with the necessary authorization and information to allow us to obtain the data from third parties. Customer represents that they have obtained the necessary rights to grant us access to the accounts with third parties.

7.UNDERSTANDING CPTS FEES AND OTHER CHARGES/PAYMENTS

7.1.CPTS Fees/Charges- General Overview. The fees identified below may be charged by CPTS. Other charges and/or fees, not listed below, may be assessed; and if they are, they will be disclosed and explained prior to being charged. All fees must be paid according to the terms of your Order Confirmation, the CPTS Customer Portal, an invoice, or other supplemental written or electronic documents/agreements or as otherwise specified in writing by CPTS. Customer is responsible for ensuring that all fees are paid on time. In the event of Customer‘s failure to make timely payments, CPTS reserves the right to terminate your use or access to the Services. The charging and collecting of fees are subject to applicable state and federal laws and regulations. CPTS reserves the right to lock or amend (including eliminate) fees, including for certain states, as it deems necessary. Customer may elect to “pass through“ certain CPTS fees to taxpayers. See CPTS‘ Portal for further info on applicable fees.

7.1.1Understanding Specific CPTS fees and other charges.

  • Software Charges. Customer shall pay a fee to use or access CrossLink Online as outlined in an Order Confirmation. Exception, if the Customer purchased use or access from a service bureau - see Section 7.3.
  • When Banking Products Are Utilized. If you decide to offer Bank Products and depending on the state your office is located in, will dictate which one of these fees is charged to your taxpayer clients. ONLY ONE OF THESE FEES WILL BE CHARGED. If your office is in a Restrictive State (AR, CT, IL, MD, NY & ME), the “Transmitter“ Fee will be applicable. In all other states, the “Transmission“ Fee will be charged. See below for further explanation.
    1. Transmission Fee [Charged in all States except “Restrictive States“]. If you wish to offer Bank Products, CPTS charges a $25.95 Transmission Fee for each approved Bank Product Application transmitted through CrossLink Online. The Transmission Fee will be deducted by the Bank Provider for CPTS directly from taxpayer‘s refund during the settlement process. THIS FEE IS CHARGED ON A PER BANK PRODUCT BASIS. You may elect to add-on to this fee as set forth in CPTS‘ Portal.
    2. Transmitter Fee [Charged in Restrictive States - ME, MD, NY, AR, CT & IL]. Some states put restrictions on what types of additional fees may be charged for taxpayers that utilize a Bank Product. If you wish to offer Bank Products and have an office in a Restrictive State that prohibits (1) a separate charge for Bank Product fees (like the Transmission Fee listed above), or (2) any fees also not present on a non-Bank Product return, CPTS will charge a $25.95 Transmitter Fee in place of the Transmission Fee. The Transmitter Fee is charged for the transmission and security of data and/or documents through CrossLink Online. For each return (per unique SSN/TIN), CPTS will collect the Transmitter Fee. THE FEE IS CHARGED TO ALL TAXPAYERS, REGARDLESS OF WHETHER A BANK PRODUCT IS USED. This fee is passed through to the taxpayer. You may elect to add-on to this fee as set forth in CPTS‘ Portal.
  • Technology Fee. This is the flat fee of$4.00 charged by CPTS to Customer on a PER RETURN BASIS for the cost of programming, communication protocols and the ongoing costs of maintenance, updates and enhancements to CrossLink Online and related network infrastructure. This fee is passed through to the taxpayer. You may elect to add-on to this fee as set forth in CPTS‘ Portal.
  • Administrative Fees. When Customer elects to add-on or implement other fees to taxpayers that will require CPTS‘ administration, CPTS will charge an administrative fee for the processing and handling of these add-on or other fees. Such add-ons or other fees, if selected, will require Customer to accept CPTS‘ T&Cs for the implementation of such add-ons or other fees which can be found within CPTS‘ Portal.
  • Remote Signature Service. The Remote Signature Service is an add-on feature/service of CrossLink Online that allows Customer to collect a taxpayer‘s signature remotely (“eSignature“). Customer will incur a $5.00 charge for utilizing the Remote Signature Service on a per client (i.e. per SSN/TIN) remote eSignature event. This service is further explained and can be turned on/selected within the CPTS Portal. Customer may elect to resell and markup this service to their taxpayer clients.

7.2.Disclosure of Fees to Clients.CUSTOMER IS RESPONSIBLE FOR UNDERSTANDING AND COMPLYING WITH ALL FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS REGARDING THE CHARGING OF FEES, INCLUDING, BUT NOT LIMITED TO REGULATIONS INVOLVING THE DISCLOSURE OF FEES, FEE NOTIFICATION, AND CONSUMER PROTECTION REGULATIONS.

7.3.Service Bureau Arrangements - Fees ∓ Disputes. If You received a right to use or access the Services by a Service Bureau, all costs and payment arrangements for the Services and any other purchase of Service Bureau products or services are between You and the Service Bureau. Any disputes You have regarding Your fee arrangement is with the Service Bureau and not CPTS. IF SERVICE BUREAU FAILS TO MAKE FULL PAYMENT OF ANY AMOUNTS OWED TO CPTS, CPTS MAY TERMINATE YOUR USE OR ACCESS TO THE SERVICES. Furthermore, under no circumstances is CPTS a part of or party to any dispute between Service Bureau and You.

7.4.CPTS eCom Payment System (i.e. the “Wallet“). Go to CPTS‘ Portal for more information or to register and set up Your Wallet.

7.5.Payment. Customer agrees to pay all such fees and/or charges in the manner specified in any applicable Order Confirmation, invoice, other supplemental written or electronic documents/agreements or as specified in CPTS‘ customer portal.

7.6.Service Bureau Arrangements - Fees ∓ Disputes. Customer agrees and acknowledges that time is of the essence for payment of all fees and/or other charges. Any fees and/or other charges not paid when due shall incur interest at a rate of the lesser of: (i) eighteen percent (18%) per annum; or (ii) the highest rate allowed by law. CPTS‘ acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as “Paid in Full,“ “Accord and Satisfaction,“ or similarly)) shall not waive, limit, or prejudice in any way CPTS‘ rights to collect any amount due.

7.7.Financial Incentives. If Customer is eligible for any rebates, credits, incentives, or other financial benefits (collectively “Financial Incentives“), CPTS will notify Customer in writing prior to the applicable tax season. Participation in the Financial Incentives are at the sole discretion of CPTS and is subject to your compliance with any separately provided Financial Incentive terms and conditions and this Agreement.

Subject to CPTS Adjustment. CPTS has developed its Financial Incentives on the basis of current business forecasts and market and economic conditions. If substantial changes occur that affect these conditions or forecasts, then CPTS may, in its sole discretion, add to, amend, modify or discontinue any of the terms or conditions of any Financial Incentive, at any time during the 2022 tax season. Furthermore, adjustments could be made based on (1) compliance with governmental regulations and laws; actions by the Federal and/or any State government, administrative actions, or various other events, conditions and circumstances beyond the control of CPTS, or (2) changes to any terms and conditions of any third-party contract that may affect any Financial Incentive.

7.8.Pass-Through Account (“PTA“).

  • Account Set-Up/Collection - Upon Customer‘s request, CPTS will establish a PTA to collect money from third parties on Customer‘s behalf. Any money collected by CPTS on behalf of Customer shall be deposited into Customer‘s PTA.
  • Account Fees - CPTS may charge an administrative fee for setting up and managing the PTA.
  • CPTS Set-Off Authority - CPTS shall have the right of recoupment and set-off under this Agreement. This means that we may offset any outstanding or uncollected amounts owed to us from: (a) any amounts owed to you that we otherwise would be obligated to deposit into your PTA; and (b) any other amounts we may owe you under this Agreement or any other agreement.
  • Payout to Customer - Unless otherwise agreed to in writing between the parties, any money in the PTA (subject to CPTS‘ set-off authority) will be distributed to Customer as follows:
Collection PeriodPayout Date
January 1st - June 30th After July 1st
July 31st or the next business day thereafter November 30th or the next business day thereafter

7.9.Taxes.Unless otherwise stated, any fees or charges payable under this Agreement do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes“). Customer is responsible for paying all Taxes associated with its purchases pursuant to this Agreement. If CPTS has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides CPTS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, CPTS is solely responsible for taxes assessable against CPTS based on its income, property and employees.

7.10.No Deductions or Setoffs.All amounts payable to CPTS under this Agreement shall be paid to CPTS in full without any setoff, recoupment, counterclaim, deduction or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).

8.TERM & TERMINATION

8.1.Term of Agreement. The Services granted under this Agreement is for tax year 2021 only. The ability to prepare and electronically file returns, access to web sites and other services and products related to the Services will expire when the IRS shuts down e-filing for the 2021 tax year or November 30, 2022, whichever occurs first.

8.2.Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, all rights, access and authorizations granted to Customer hereunder will immediately terminate and Customer shall immediately cease all use and access and other activities with respect to the Services.

8.3.Termination. CPTS may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services and to related or other services, effective immediately, in whole or in part, (1) if we determine that Your use of the Services violates this Agreement; is improper or substantially exceeds or differs from normal use by other users; raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, (2) to protect the integrity or availability of the Services or systems, (3) we determine You are breaching or failing to follow CPTS policies, (4) for any late or non-payments, (5) if You no longer agree to receive electronic communications, or (6) we determine that it is necessary to protect our interests or any customer‘s interests. Upon CPTS notice that Your access and use of the Services has been terminated You must immediately stop accessing and using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect CPTS‘ rights to any payments due to it.

8.4.Termination and Suspension - Specific Terms when Service Bureau provided Services Under the terms and conditions of CPTS‘ agreement with Service Bureau (the “Service Bureau Agreement“), we are entitled to suspend or terminate Your use or access to the Services, Your rights to access and use the Services or Your account, and remove and discard any Your data if: (a) we are notified by Service Bureau of Your failure to pay amounts due to Service Bureau with respect to Your acquisition of the Services; or (b) Service Bureau fails to pay any amounts due to CPTS pursuant to the Service Bureau Agreement with respect to Your Services. You consent to these suspension and termination rights and acknowledge and agree that CPTS shall have no liability to You of any kind with respect to any such suspension or termination. Your sole recourse with respect to any such suspension or termination shall be against Service Bureau.

9.SUPPORT/UPDATES

9.1.Help and Support. CPTS may use a variety of methods (e.g., in-product, widgets, Internet, remote access, online community, chat, email and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by CPTS from time to time. If You choose to allow an CPTS agent to have remote access to Your computer via the Internet to provide help, You should close other browsers or applications or follow other instructions to enable such access.

9.2.Help and Support - Specific Terms when Service Bureau provided Services. Service Bureau will be the primary support provider for the Services (installation, technical support, training), CPTS only taking on the role of a secondary support provider.

10.OPTIONAL SERVICES

10.1.We may tell you about other Optional Services. You may be offered other services, products, or promotions by CPTS (“Optional Servicesd“). CPTS will provide Optional Services at Customer‘s election and acceptance of an Order Confirmation or supplemental agreement describing the Optional Services. Customer acknowledges and accepts that unless expressly modified by the terms and conditions accompanying the Optional Services, the terms and conditions of this Agreement shall continue to apply to any Optional Services requested.

10.2.Customer Must Utilize CPTS Features and Related Products and Services.The Services allows Customer to purchase, elect and/or utilize certain features and related products and services. Customer will not utilize any service or product in conjunction with the Services or in their tax preparation business, if a similar product, service or feature offering is available through CPTS (e.g. a competing remote signature service). Such usage will be deemed a violation of these terms and conditions and CPTS shall have the right to suspend or terminate your usage of the Services and/or seek reimbursement for lost revenue for not utilizing the applicable CPTS product, service or feature. Section 10.2 can only be waived by an Officer of CPTS. Such waiver must be in writing.

11.THIRD-PARTY PRODUCTS.

11.1."Third Party Product(s)" In connection with Customer‘s use of the Services, Customer may be made aware of services, products, offers and promotions provided by third parties, and not by CPTS (“Third Party Products“) that may include refund processing, payment processing services (e.g. PayJunction) and audit assistance, among others. If Customer decides to use Third Party Products, Customer is responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third-Party Products. Customer authorizes CPTS to use and disclose Customer‘s contact information, including name and address, for the purpose of making the Third-Party Products available to Customer, or to assist or facilitate enrollment, if and as applicable. You agree that the third party, and not CPTS, is responsible for the performance of the Third-Party Products. The Services may contain or reference links to websites operated by third parties (“Third Party Websites“). These links are provided as a convenience only. CPTS is not responsible for the content of any Third-Party Website or any link contained in a Third-Party Website. CPTS does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by CPTS of any data contained in, or any services made available through, any Third Party Website. In no event will CPTS be responsible for the information contained in such Third-Party Website or for Customer‘s use of or inability to use such website. Access to any Third Party Website is at your own risk, and Customer acknowledges and understands that linked Third Party Websites may contain terms and privacy policies as well as fees that are different from those of CPTS. CPTS is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Products and Third Party Websites.

11.2.7216 Consents. Customer accepts full responsibility for obtaining any Client and other third-party consents or authorizations (in compliance with IRC 7216 and any other applicable governmental law, regulation and licenses) in connection Third Party Products offered in connection with or accessible through the Services.

11.3.Third-Party Products and Customer and Client Data.If Customer or any of its Clients installs or enables Third-Party Products for use with the Services, Customer acknowledges that CPTS may allow providers of those Third-Party Products to access Customer Data and Client Data as required for the interoperation of such Third-Party Products with the Services. CPTS shall not be responsible for any disclosure, modification or deletion of any Customer Data and Client Data resulting from any such access by Third-Party Products providers.

11.4.Integration with Third-Party Products. The Services may contain features designed to interoperate with Third-Party Products. To use such features, Customers and Clients may be required to obtain access to such Third-Party Products from their providers. If the provider of any such Third-Party Product ceases to make the Third-Party Product available for interoperation with the corresponding Services features on reasonable terms, CPTS may cease providing such Services features without entitling Clients or any Customers to any refund, credit, or other compensation.

11.5.Third-Party Compensation. CPTS may receive compensation from third party product providers.

11.6.Banking Products. The following terms and conditions will apply to any Bank Products used by Customer while using the Services and are in addition to all other terms and conditions contained within this Agreement:

  • 11.6.1. Customer agrees that if it elects to offer Bank Products to taxpayers whose tax returns are prepared with the Services, then Customer will enroll with CPTS and the appropriate Approved Integrated Banking Product Provider.
  • 11.6.2. Customer must accept all terms of the Banking Product Enrollment Agreement if Customer elects to offer Banking Products.
  • 11.6.3. Customer acknowledges that each application for a Client‘s Banking Products that is transmitted through the Services will be subject to the applicable fees. The charging and collecting of fees are subject to applicable state and federal laws and regulations. CPTS reserves the right to lock or amend (including eliminate) fees, including for certain states, as it deems necessary.
  • 11.6.4. Customer acknowledges that CPTS only permits the use of Approved Integrated Banking Products Providers and authorized methods, including on a state by state basis, in connection with the offering of Banking Products for returns prepared with the Services, and Customer therefore agrees only to use Approved Integrated Banking Products Providers and methods to transmit Banking Products requests in connection with the Services.
  • 11.6.5. Customer agrees that the Approved Integrated Banking Product Provider, and not CPTS, is responsible for the performance, processing, approval, origination, servicing, marketing and issuance of Banking Products. CPTS does not review, approve, monitor, endorse, warrant, or make any representations with respect to Banking Products, and the transmission of a Banking Products application through the Services does not imply an endorsement, approval, investigation or monitoring by CPTS of the Approved Integrated Banking Products Provider or Banking Products.
  • 11.6.6. Customer is responsible for obtaining the taxpayer‘s written consent, as required under IRS Code Section 7216, prior to using and/or disclosing the taxpayer‘s personal information for purposes of issuing Banking Products.

12.CUSTOMER‘S PROFESSIONAL RESPONSIBILITY AND WARRANTIES.

12.1.Professional Responsibility.Customer understands, agrees and acknowledges that:

  • 12.1.1. Use of the Services does not relieve Customer of responsibility for the preparation, content, accuracy (including computational accuracy), and review of tax returns prepared by Customer while using the Services or any other work product generated by Customer while using the Services;
  • 12.1.2. Customer is solely responsible for all content, materials and Customer Data uploaded, posted or stored through Customer‘s use of the Services;
  • 12.1.3. Customer will neither inquire nor rely upon CPTS for tax, legal or other professional or expert advice of any kind. CPTS expressly disclaim any representations or warranties that Customer‘s use of the Services will satisfy any statutory or regulatory obligations, or will assist with, guarantee or otherwise ensure compliance with any applicable laws or regulations;
  • 12.1.4. Customer will retrieve in a timely manner any electronic communications made available to Customer by CPTS (for example, electronic filing transaction data such as acknowledgements and e-mail messages in Customer‘s mailbox);
  • 12.1.5. Customer is responsible for securely managing and controlling all passwords and account access information and shall immediately contact CPTS if Customer becomes aware of any unauthorized access to such information. Further, Customer is responsible for protecting the information on Customer‘s computer(s) such as by installing anti-virus software, password protecting files, and not permitting third party physical or electronic access to computer(s). Customer is responsible for safeguarding taxpayer information as set forth in the IRS Publication 4600 and Publication 4557;
  • 12.1.6. Customer is fully and solely responsible for: (a) selection of adequate and appropriate versions of the Services to satisfy Customer‘s business needs and achieve Customer‘s intended results; (b) use of the Services; (c) all results obtained from the Services; (d) selecting, obtaining and maintaining all hardware, software, computer capacity, internet service, program and system resources and other equipment and utilities needed to install or use the Services, and for all costs associated therewith; and (e) selection, use of, and results obtained from any other programs, applications, computer equipment or services used with the Services; and
  • 12.1.7. Customer accepts full responsibility for obtaining any Client and other third party consents or authorizations (in compliance with IRC 7216 and any other applicable governmental law, regulation and licenses) in connection with Your use of the Services and any products or services offered in connection with or accessible through the Services (including the transmission to, or processing, storage or retransmission by, CPTS of Client tax return information), and hereby represent that You have or will obtain such consents or authorizations. Unless otherwise stated in this Agreement, You agree that CPTS is not and shall not be responsible for retaining records of Your Clients‘ tax information, tax returns or other Client Data, and hereby release CPTS from, and agree to indemnify CPTS for any liability or damages arising out of, or related to, the loss of any such data. CPTS may retain certain Client Data according to its internal data retention policies, as otherwise discussed elsewhere in this Agreement, as part of an additional service offered by CPTS (fees may apply), for its own administrative purposes or as required by law.
  • 12.1.8. Customer agrees to take full responsibility for any and all liability arising from preparation of the tax returns processed using the Services provided under this Agreement and Customer agrees to indemnify CPTS and hold it harmless against any and all liability to the United States government or other parties arising out of the use by Customer of the Services under this Agreement, including damages, recoveries, deficiencies, interest, penalties and reasonable attorney‘s fees. Customer is solely responsible for complying with all applicable rules, regulations and procedures of the United States government and all applicable state authorities.

12.2.Customer's Representations.Customer represents, warrants and covenants that:

  • 12.2.1. Customer has full power and authority to enter into this Agreement and to perform its obligations as set forth in this Agreement, and that this Agreement have been duly authorized and constitute valid and binding obligations of Customer;
  • 12.2.2. Customer is using the Services solely for Customer‘s own use and/or to provide tax preparation services to Clients;
  • 12.2.3. Customer will not use the Services to create a product, service or database that competes with CPTS or the Services;
  • 12.2.4. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including all rules, regulations and procedures of the Internal Revenue Service;
  • 12.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized Users and, to the extent applicable, all Clients;
  • 12.2.6. Customer has sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all Customer Data;
  • 12.2.7. Customer has all rights necessary to legally transmit the Customer Data to CPTS‘ networks or servers, and the possession, storage and use by CPTS of such Customer Data will not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. CPTS reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and
  • 12.2.8. Customer will not otherwise violate the rights of any third party while using the Services.

12.3.Electronic Filing Representations. The following electronic filing terms and conditions will apply to electronic filing services and are in addition to all other terms and conditions contained within this Agreement:

  • 12.3.1. Customer agrees that Customer will comply with all State and/or Federal electronic filing and direct deposit/direct debit rules and regulations as shall be in effect from time to time.
  • 12.3.2. Customer acknowledges and agrees that all EFINs used by Customer and provided to CPTS are registered to Customer or else are registered to an Authorized User who is using the Services on behalf of Customer. Customer also agrees to provide CPTS with Customer‘s most current EFIN, as well as proof of the EFIN holder‘s name and address, as requested by CPTS.
  • 12.3.3. Customer acknowledges and agrees that Customer is solely responsible for any direct deposit or direct debit option which Customer elects in accordance with applicable federal and state signature authorization forms (or any other similar form(s)) and that Customer is solely responsible for providing all complete, correct and necessary information directly to the IRS and any other taxing authority with respect to the same.
  • 12.3.4. Customer acknowledges and agrees that CPTS cannot guarantee that taxing authorities will accept all returns due to circumstances that are beyond CPTS‘ reasonable control. Customer agrees to review the electronic filing and remittance status after submission to confirm the file was accepted. For jurisdictions that do not accept electronic remittance, Customer must submit returns using standard paper methods.
  • 12.3.5. Customer acknowledges and agrees that by using a computer system and the Services to prepare and transmit Client returns electronically, Customer consents to the disclosure of all information (e.g. all information pertaining to Your use of the system and Services to create Your Client tax return(s) and to the electronic transmission of Your Client‘s tax returns) pertaining to the user (including, without limitation, Customer and each Authorized User) of such systems and Services to create such Client returns and to the electronic transmission of Client tax returns to the applicable state and federal tax agencies. The IRS requires CPTS to notify it, in connection with the electronic filing of Your Clients‘ tax returns, of the Internet Protocol (“IP“) address of the computer from which the return originated and whether the email address of the person electronically filing the return has been collected.

12.4.Indemnification by customer. Customer agrees to indemnify and hold harmless CPTS, its employees, officers, and directors against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney‘s fees) to third parties (including any Clients, IRS, attorneys general, and any taxing authorities) relating to: (a) Customer‘s breach of any of its obligations, responsibilities, representations and/or warranties set forth in this Agreement; or (b) except to the extent of claims for which CPTS is liable as set forth in Section 13 below, Customer‘s use of the Services, Optional Services, electronic filing, Third Party Products and/or any other third party software, application, service or product.

13.CPTS WARRANTIES

13.1.CPTS' General Warranties. CPTS represents and warrants that: (a) it has title to the Services or the right to grant Customer the rights granted hereunder; (b) the Services does not violate any third party‘s United States patent, copyright or trade secret rights; and (c) CPTS has not inserted any virus or similar device to erase data. Customer‘s sole and exclusive recourse and remedy - and CPTS‘ sole, exclusive and entire liability - for a breach of items (a) and (b) by CPTS shall be the exercise of its indemnity rights in accordance with subsection 13.2 below. For a breach of item (c) Customer‘s sole and exclusive recourse and remedy - and CPTS‘ sole, exclusive and entire liability - shall be to terminate the Agreement and obtain a refund of the fees paid for the directly affected Services less an allocation for use made by Customer prior to the breach.

13.2.Indemnification by CPTS.

  • 13.2.1. Subject to the other terms and conditions set forth herein, CPTS agrees to defend Customer, its employees, officers, directors and Affiliates at CPTS‘ sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third party alleging that the Services as provided hereunder infringes or violates such third party‘s United States patent, copyright or trade secret rights; provided that: (i) CPTS is notified promptly in writing of the claim; (ii) CPTS controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CPTS and reasonably required information in connection with the defense or settlement of the claim.
  • 13.2.2. CPTS‘ indemnity obligations set forth in subsection 13.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the use of the Services in any form or substance other than as provided by CPTS hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Services if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or update) of the Services that is provided to Customer; (iii) the modification of the Services by Customer or any third party not authorized in writing by CPTS to do so; (iv) the use of the Services in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CPTS; or (v) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third party.
  • 13.2.3. If the Services becomes, or in CPTS‘ opinion, is likely to become, the subject of a third party claim covered by CPTS indemnification obligations as set forth in subsection 13.2.1, then CPTS may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Services; (ii) modify the infringing portion of the Services so as to render it non-infringing but still appropriate for its intended use as set forth in this Agreement; or (iii) replace the infringing portion of the Services with non-infringing items with substantially similar functionality. If CPTS reasonably determines that none of the foregoing is commercially practicable, then CPTS may elect to terminate this Agreement and grant Customer a refund of the fees paid for the affected Services less an allocation for use made by Customer prior to the termination.
  • 13.2.4.This subsection 13.2 This subsection 13.2 states CPTS‘ entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party‘s intellectual property rights.

13.3.Limited Warranty. EXCEPT AS STATED IN SUBSECTION 13.1, THE SERVICES, SUPPORT, ELECTRONIC FILING, AND ANY SERVICE OR PRODUCTS PROVIDED HEREUNDER ARE PROVIDED “AS IS“ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. CPTS DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. CUSTOMER BEARS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES, INCLUDING ELECTRONIC FILING. CPTS DOES NOT WARRANT THAT USE OR OPERATION OF THE SERVICES OR ELECTRONIC FILING WILL BE UNINTERRUPTED, THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT FREE, THAT ALL DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL PROPERLY OPERATE ON ANY SPECIFIC OPERATING SYSTEM OR COMPUTER HARDWARE OR CONFIGURATIONS OR BEFORE OR AFTER ANY SPECIFIC DATE OR TIME PERIOD. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND CPTS WILL HAVE NO LIABILITY THEREFOR.

13.4.Limitation of Liability and Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CPTS, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES PROVIDED HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, CPTS, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CPTS SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CPTS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CPTS, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

13.5.Internet Connectivity; Disclaimer. Access to the Services, to electronic filing, and to Customer‘s Online Account(s) is made available by CPTS (either itself or through a third party) via the Internet. Customer shall provide, at Customer‘s own expense, all necessary hardware, applications and Internet connectivity necessary for such access. Customer acknowledges that the Internet is known to be unpredictable in performance and may, from time to time, impede access to the Services, to electronic filing and/or to Customer‘s Online Account(s). Customer agrees that CPTS is not in any way responsible for any interference with Customer‘s use of or access to the Services, to electronic filing and/or to Customer‘s Online Account(s) arising from or attributable to the Internet and Customer waives any and all claims against CPTS in connection therewith.

13.6.Third Party Products. ALL RIGHTS AND OBLIGATIONS WITH RESPECT TO THIRD PARTY PRODUCTS SHALL BE GOVERNED BY THE AGREEMENTS PROVIDED BY SUPPLIERS OF SUCH THIRD PARTY PRODUCTS. ALL THIRD PARTY PRODUCTS ARE PROVIDED “AS IS“ WITHOUT WARRANTY OF ANY KIND BY CPTS. CUSTOMER HEREBY RELEASES CPTS FROM ALL LIABILITY AND RESPONSIBILITY WITH RESPECT TO THIRD PARTY PRODUCTS.

14.DISPUTE RESOLUTION

14.1.Jurisdiction. Customer agrees that this Agreement shall be interpreted and enforced according to the laws of the State of Florida, without any regard to conflicts of law rules that would require another jurisdiction‘s law to apply and shall be treated as if executed and performed in Orlando, Florida. All disputes arising out of or relating to this Agreement shall be instituted and prosecuted exclusively in a state or federal court located in Orlando, Florida, with Customer specifically consenting to extraterritorial service of process for that purpose.

14.2.Enforcement. Customer will pay all of CPTS‘ attorneys‘ fees and costs and expenses incurred in the enforcement of any of the provisions of this Agreement.

14.3.Remedies. Customer acknowledges that the Services and other proprietary information of CPTS are unique and that, in the event of any breach of this Agreement by Customer, CPTS may not have an adequate remedy at law, and will be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages. Unless specifically stated otherwise elsewhere in this Agreement, the various rights, options, elections, powers and remedies of a party or parties to this Agreement shall be construed as cumulative and no one of them exclusive of any others or of any other legal or equitable remedy, which said party or parties might otherwise have in the event of breach or default in the terms hereof.

15.CONFIDENTIALITY

15.1.Nonuse and Nondisclosure. Customer and CPTS agree that all non-public information furnished or disclosed to the other pursuant to this Agreement (excluding Customer Data which shall be governed by Section 6 of this Agreement), including the terms of Customer‘s Order Confirmation(s) and proprietary information regarding the Software (the “Confidential Information“), shall be held in strict confidence by the other party, and will not be used other than as provided herein or made available or disclosed to any third party without the other party‘s prior written consent. Each party also agrees to restrict dissemination of such Confidential Information to only those employees or third-party consultants or service providers who have a need to know such Confidential Information to perform the obligations as set forth in this Agreement. Each party will be deemed to have fulfilled its confidentiality obligations of this Section 15 if it affords the other party‘s Confidential Information at least the same degree of care it takes in protecting its own confidential information from unauthorized disclosure (but in no event using less than a reasonable degree of care).

15.2.Exceptions. Notwithstanding the above restrictions, neither party will have any obligation for any nonuse or nondisclosure of Confidential Information which (a) is now or subsequently enters the public domain through means other than disclosure by a party hereto in breach of the terms of this Agreement; (b) is lawfully obtained from a third party without an obligation of confidentiality; (c) is independently developed by such party or is already lawfully in the possession of the receiving party free of any obligation of confidence to the other party; (d) is aimed at detecting or reporting suspicious or fraudulent tax returns and/or possible fraudulent activity or (e) is required to be disclosed by law, by court order or by order of any government or administrative tribunal having jurisdiction over the recipient, provided that the recipient must, to the extent legally permitted, notify the disclosing party of any such requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure, and the recipient will reasonably cooperate with the disclosing party‘s efforts to obtain such protective order.

15.3.Expiration. Upon termination or expiration of this Agreement, both parties agree to destroy all copies of written Confidential Information. Notwithstanding any of the foregoing, CPTS shall be entitled to keep copies of Confidential Information (i) preserved or recorded in any computerized data storage device or component (including any hard drive or database) or saved automatically to standard back-up or archival systems, and/or (ii) as required by applicable law or regulation; provided, that such Confidential Information shall remain subject to the confidentiality requirement of this Section 15. The disclosing party will retain all proprietary rights to the information it discloses hereunder, regardless of the expiration of the obligations set forth in this Section 15.

16.USE WITH YOUR MOBILE DEVICE.

Use of the Services may be available through a compatible mobile device, Internet access and may require software. You agree that You are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of Your agreement with Your mobile device and telecommunications provider. CPTS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

  • THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
  • ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES;
  • ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

17.MISCELLANEOUS

17.1.Survival. The provisions of this Agreement which, by their terms, require or contemplate performance by the parties after expiration or termination, or which reasonably ought to be understood to so require or contemplate, shall be enforceable notwithstanding any expiration or termination.

17.2.Force Majeure. Neither party hereto shall be held liable for the failure to perform any obligation, or for the delay in performing any obligation, arising out of or connected with this Agreement if such failure or delay results from or is contributed to any cause beyond the reasonable control of such party including failures or delays caused by the act or omission of any governmental authority, fire, flood, failures of third party suppliers, acts or omissions of carriers, transmitters, providers of telecommunications or Internet services, vandals, hackers or other event beyond such party‘s reasonable control.

17.3.Export Restrictions. You acknowledge that the Services, its related website, online services, and other services, including any mobile application, delivered by CPTS are subject to restrictions under applicable U.S. export control laws, including U.S. trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with U.S. laws. You agree that You will comply with these laws and regulations, and will not export, re-export, import or otherwise make available Services and/or technical data in violation of these laws and regulations, directly or indirectly.

17.4.Agreement Changes. CPTS reserves the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services, on our website (www.crosslinktax.com) or Portal, when we notify You by other means or through Your Service Bureau. It is important that You review this Agreement whenever we modify it because Your continued use of the Services indicates Your agreement to the modifications. Customer shall monitor the revision date/version number at the bottom of this Agreement.

17.5.Modification of Services. CPTS reserves the right, in its sole discretion and without first consulting with Customer, to modify the Services for any reason.

17.6.Assignment. This Agreement may not be assigned, sold, hypothecated, or transferred by Customer without the prior written consent of CPTS. Any attempt to assign or transfer any of the rights, duties or obligations set forth in this Agreement without the prior written consent of CPTS shall automatically terminate the rights granted hereunder and shall be void and of no effect. Customer agrees that CPTS‘ retention of these contractual and other legal rights is an essential part of this Agreement.

17.7.Notices. All notices and other communication required or permitted under this Agreement shall be via electronic mail, facsimile or in writing and given by personal delivery, expedited delivery service (e.g., UPS or Federal Express) or first-class mail, postage prepaid, to Customer‘s billing address or Attn: Legal Department, CrossLink Professional Tax Solutions, LLC, 2000 N. Alafaya Trail #350, Orlando, FL 32826. Customer agrees to always provide CPTS with Customer‘s most current contact information, including Customer‘s address, phone number, fax number and e-mail address.

17.8.Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be, to the maximum extent permitted by applicable law, construed or limited, and/or deemed replaced by a revised provision, to the extent (and only to the extent) necessary to render it valid, legal and enforceable and, as nearly as possible, to reflect and achieve the parties‘ intentions in agreeing to the original provision. If it is not possible to so construe, limit or reform any such provision, then the invalid, illegal or unenforceable provision shall be severed from this Agreement. In any event, the remaining provisions of this Agreement shall be unaffected thereby and shall continue in full force and effect.

17.9.Waiver. A party‘s failure or delay requiring compliance with any term of this Agreement, or to exercise any right provided herein, shall not be deemed a waiver by the party of such term or right. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition set forth in this Agreement, and no course of dealing between the parties, shall operate as a waiver or legally bar a party from enforcing any right, remedy or condition. All waivers must be made in writing and signed by the waiving party and any such waiver on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion.

17.10.Evaluation Use of Services. If Customer is using the Services on a trial, demonstration or evaluation basis, then this Agreement will govern such use by Customer except as modified by this subsection 17.10. Certain functionality of such Services may be disabled or restricted. Commercial use of the Services is not authorized, is outside the scope of this Agreement, and is a violation of U.S. and international copyright laws. Customer is required to remove any trial, evaluation or demonstration copies of the Services from any and all Customer equipment upon the conclusion of the trial, evaluation or demonstration and to destroy or promptly return such copies to CPTS. Customer must purchase access to the Services from CPTS before using the Services for commercial purposes. The following sections of this Agreement shall not apply to Customer‘s use of the Services provided on a trial, demonstration or evaluation basis: subsections 3.1, 13.1 and 13.2, and Sections 7, 8 and 9.

17.11.Social Media Sites. CPTS may provide experiences on social media platforms such as Facebook(r), Twitter(r) and LinkedIn(r) that enable online sharing and collaboration among anyone who has registered to use them. Any content You post, such as pictures, information, opinions, or any personal information that You make available to other participants on these social platforms, is subject to the terms of use and privacy policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

17.12.Electronic Signature. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

Posted - Fri, Aug 12, 2022.
Online URL: https://kb.erosupport.com/article-920.html