April 24, 2018

Terms of Service

Terms of Service

Welcome to this Taxnexus website! This Terms of Service contains the terms and conditions that govern your access to and use of this and all related websites and portals, including, but not limited to websites and portals related to Taxnexus Situs, Taxnexus Base and Taxnexus Returns (collectively the “Taxnexus Websites”), and Taxnexus Services, Taxnexus Cloud, and Services, as may be used interchangeably, and is an agreement between Taxnexus, Inc. (“we,” “us” or “our”) and you or the entity you represent (“you”). Taxnexus Services are the services provided through our products, including, but not limited to, Taxnexus Cloud, Taxnexus Situs, Taxnexus Base and Taxnexus Returns. This agreement takes effect when you access any of the Taxnexus Websites or use any of our Services. By accessing Taxnexus Websites or using any of our Services, you acknowledge and agree you have read, understand and agree to be bound by the terms of service and conditions set forth herein (as amended from time to time, “Terms of Service”) and to the collection, use, and disclosure of your information as set forth in our Privacy Policy, as modified from time to time and which is incorporated by reference herein. By continuing to access and use the Taxnexus Websites and Services, you agree to the terms of the update. These Terms of Service apply to all visitors, users, and others who access Taxnexus Websites (“Users”).

Use of the Services

You may access and use the Taxnexus Websites and Taxnexus Services, including, but not limited to, Taxnexus Cloud, Taxnexus Situs, Taxnexus Base and Taxnexus Returns (“Taxnexus Services”), in accordance with this Terms of Service, Taxnexus Privacy Policy and any agreements entered into between Taxnexus and you. You agree that you will adhere to all laws, rules and regulations applicable to your access and use of Taxnexus Websites and Services, including this Terms of Service.

Rights

All material on all Taxnexus Websites, including data, information, compilations, reports, software, photographs, graphs, videos, text, graphics, music, sounds, and any other content (collectively, the “Content”) is the property of Taxnexus and is protected by United States and international copyright laws.

No Unlawful or Prohibited Use

You shall not use Taxnexus Websites and Services for any purpose that is unlawful or prohibited by these Terms of Service or any other agreements with Taxnexus. You shall use the Content solely for the uses specifically authorized on Taxnexus Websites and any other written agreements between you and Taxnexus, and you will make no other use of it without Taxnexus’s express written permission. Except as specifically and expressly authorized by Taxnexus in writing, you shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Content. You shall not attempt to access Taxnexus systems, programs, API or data that are not made available for public use, use the Services in any unlawful manner, including, but not limited to, in violation of any data, privacy or export control laws, work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, to decompile or disassemble, to perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or the use of the Services by our licensees, partners or customers, or impose an unreasonable or disproportionately large load on Taxnexus infrastructure. The Content is not for resale. You shall not delete or alter any proprietary rights or attribution notes in the Content. Taxnexus does not claim copyright for information provided by governmental agencies. However, to the extent a compilation of that information was created by Taxnexus, Taxnexus owns the rights to that specific compilation.

Trademarks

The Services is protected by copyright, trade secret, patent, trademarks, and other intellectual property laws. The names, logos, graphics, brands, and icons on Taxnexus Websites are Taxnexus’s trademarks or trade dress in the United States and other countries. Taxnexus trademarks and trade dress shall only be used in connection with our products and Services. This agreement does not grant you any rights to trademarks or service marks of Taxnexus or any third party.

The failure of Taxnexus to exercise or enforce any right or provision of this Terms of Service shall not be a waiver of that right. You acknowledge that this Terms of Services is an agreement and a contract between you and Taxnexus, even though it is electronic and is not physically signed by the parties, and it governs your use of the Services.

No Professional Tax Advice and Opinion

You acknowledge and agree that Taxnexus does not provide professional tax advice and opinion specific to the facts and circumstances of your business, and that your access and use of Taxnexus Websites and Services does not create any fiduciary obligation on the part of Taxnexus to you. Although we strive to provide current and accurate data, we are dependent on third-parties, such as state and local governmental agencies, to timely update and provide tax-related information that affect Taxnexus Services. Therefore, you agree that you use and rely upon the Content and Services of Taxnexus at your own risk and you acknowledge that Taxnexus cannot and does not guarantee that any data and information contained in its Websites and Services are accurate or current. Furthermore, because of quickly changing tax rates and regulations that require interpretation by your qualified tax professionals, you maintain full responsibility to determine the applicability of the output generated by Taxnexus Services and to confirm its accuracy. We suggest that you conduct due diligence and seek the assistance of qualified tax counsel and accounting professionals on matters requiring professional advice.

Rights Granted to Taxnexus

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to us through the Services, you expressly authorize Taxnexus to access and use your account information maintained by identified third parties, on your behalf as your agent. We may use and store the content in accordance with this Agreement and our privacy policy. You represent that you are entitled to submit it to us for use for this purpose, without any obligation by us to pay any fees or be subject to any restrictions or limitations. You hereby authorize and permit Taxnexus to use and store information submitted by you to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which you submit your information.

You grant Taxnexus a limited power of attorney, and appoint Taxnexus as your attorney-in-fact and agent, to file transactional tax returns for you with applicable taxing authorities and to access third party systems, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities and Services, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WEHN TAXNEXUS FILES RETURNS FOR YOU WITH TAXING AUTHORITIES PURSUANT TO YOUR CONTRACTUAL AGREEMENT WITH US, TAXNEXUS IS ACTING WITH YOUR FULL CONSENT AND GRANTED AUTHORITY.  YOU ACKNOWLEDGE AND AGREE THAT WHEN TAXNEXUS IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, TAXNEXUS IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. Taxnexus is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate account information.

Filing Services

You agree to review your tax return for indications of errors before electronically filing or mailing it.

A state agency may require Taxnexus to share certain personal information, such as the Internet Protocol (“IP”) address of the computer from which the application originated and whether the email address of the person electronically filing the return has been collected in connection with the electronic filing of your tax return. By using the Taxnexus Cloud Services to prepare and submit your tax return, you consent to the disclosure to the appropriate state agency of all information relating to your use of the Taxnexus Services.

Taxnexus is not responsible for facilitating remittance of your tax obligations to government agencies on your behalf. This is not part of the Taxnexus Services, unless expressly agreed to by Taxnexus in writing. You are responsible for maintaining sufficient funds in your bank account to pay your tax obligations.

The completion of your tax return may vary due to technical problems with Taxnexus systems, or where you have not provided all the necessary information requested by Taxnexus or required to submit your tax return. For any of these or other reasons, Taxnexus may not be able to submit your tax return in a timely manner, or at all. Taxnexus is not responsible for any penalties or interests on unfiled returns and/or unpaid taxes.

Taxnexus may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by Taxnexus from time to time.

Indemnification

By using Taxnexus Services, you expressly acknowledge and agree to defend, indemnify, and hold harmless Taxnexus and each of our employees, officers, directors, and representatives from and against any claims, actions, demands, damages, losses, liabilities, costs, and expenses, including attorney’s fees and costs, arising out of or resulting from your breach of this agreement, any of your content, or your other access, contribution to, use or misuse of Taxnexus Services, or from violation of applicable law by you or anyone acting under your account.

Disclaimer of Warranties

Taxnexus Services are provided “as-is.” Taxnexus makes no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding Taxnexus Services, including any warranty that Taxnexus Services or third party content will be uninterrupted, error-free or free of harmful components, or that any content, including your or third party content, will be secure or not otherwise lost or damages. To the extent permitted by law, we disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

Limits on Liability

Taxnexus will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use or data, even if a party has been advised of the possibility of such damages. We will not be responsible for any compensation, reimbursement, or damages arising in connection with your use or inability to use Taxnexus Services.

Governing Law; Venue

The laws of the State of California, without reference to conflict of law rules, govern this agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to this Terms of Service where a party seeks aggregate relief of $10,000 or more will be adjudicated in the Superior Court of Alameda County, California. By accessing Taxnexus Websites and/or using Taxnexus Services, you consent to exclusive jurisdiction and venue in this court. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement our intellectual property or other proprietary rights. The United Nations Convention for the International Sales of Goods does not apply to this agreement.

Entire Agreement

This agreement is the entire agreement between you and us regarding the subject matter of this Terms of Service. This agreement supersedes all prior or contemporaneous representations, understandings, agreements or communications between you and us, whether written or verbal, regarding the subject matter of this agreement.