TERMS OF SERVICE
Last Updated: February 7, 2022
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Software in any manner, and each of your heirs, assigns, and successors. If you use the Software on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.
BY USING THE SOFTWARE USERS ARE CONSENTING TO PAY THE FEES CONTAINED IN THE ORDER FORM.
- SERVICE. TaxRobot provides software that allows users to calculate their potential tax credits. Users are provided an “Order Form” which includes Company’s fee schedule. Users can accept this Order Form by e-signature, once accepted, that Order Form will be incorporated into this Agreement, and will supersede these Terms if and to the extent there is a conflict between them.
- The Agreement contemplates one or more written order forms, which we will draft and send to you for review and acceptance when you request one or more of our services (the “Order Form” or “Order Forms”). This service is not for any individuals under 18 years old. This service requires voluntary participation. You are responsible for your own tax policies and tax reporting positions, and for conducting your own due diligence. You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
- NO PROFESSIONAL TAX OPINION OR LEGAL ADVICE. You acknowledge and agree that Company does not provide legal advice, including legal or professional tax opinions or management advice. Although Company strives to ensure that data and information contained in the Site Services are current, Company is dependent on third parties, such as state and local governmental agencies, to timely update and provide information that affect such data and information.
YOU AGREE THAT YOU USE AND RELY UPON THE CONTENT AND SITE SERVICES AT YOUR OWN RISK AND YOU ACKNOWLEDGE THAT COMPANY CANNOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN THE SITE SERVICES IS ACCURATE OR CURRENT.
- ACCOUNTS AND SECURITY. To access the Services, you must have an account. You must maintain and are responsible for, the confidentiality of your login and password. If requested, you must provide us with a form of identification to verify your identity.
- You may not use our Services if:
- Children are not eligible to use our Services, and we ask that anyone under the age of 18 years old not submit any personal information to us. Our Services are not directed at anyone under the age of 18 years old. We also do not collect or maintain personally identifiable information from those Users who we know are under the age of 18 years old. Should we learn or be notified that we have collected information from Users under the age of 18 years old, we will immediately delete such personally identifiable information.
- You have previously been banned from using our Services or similar services.
- The Company cannot be held liable for actions of any nature committed by any User, including any such actions in the course of any events which are organized by the Company or by others using the Services.
- CONDITIONS OF ACCESS.
- You shall login via your created credentials or social media service login when signing up to our Services.
- You may be required to verify that each party is consenting to services via email.
- Each Member shall take care not to disclose strictly personal information.
- We will take any necessary measures to halt fraudulent behavior.
- FEE CALCULATION AND RECONCILIATION. BY USING THE SOFTWARE USERS ARE CONSENTING TO PAY THE FEES CONTAINED IN THE ORDER FORM. This agreement with TaxRobot contemplates one or more written order forms, which we will draft and send to you for review and acceptance when you request one or more of our services (the “Order Form” or “Order Forms”). Fees are calculated as a percentage of the value of all tax refunds and tax liability reductions as reflected in the tax return presented to you for filing. These fees are subject to change at the discretion of the Company.
- LICENSE TO USE. Subject to the Terms of Service of this Agreement and for the sole purpose of using the Services, the Company hereby grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to view, review and utilize the Software and any related information provided to you by the Company.
- TERMINATION. You may terminate the Company Services and this Agreement by providing us at least thirty days written notice to Company. At the termination of the Agreement, Company will, at Customer’s option, delete or return all Customer Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Company’s data retention schedule).
- USER CODE OF CONDUCT. Use of the Company Website and the Company Services are each conditioned upon your full compliance with this Agreement and all applicable laws, rules, and regulations. By accepting this Agreement, you agree not to take any of the following actions or encourage, assist, or enable anyone else to do any of the foregoing:
- Use the Company Services other than as authorized in this Agreement;
- Access, tamper with, or use non-public areas of the Company Website, Company Services, Company’ computer systems, or the technical delivery systems of our providers;
- Interfere or attempt to interfere with the proper working of the Company Website or Company Services or any activities conducted on the Company Website or Company Services;
- Resell, sublicense, or otherwise share the Company Services with any third party;
- Display, mirror, or frame (i) the Company Website, or any page or excerpt of the Company Website or; (ii) Company Content or Company IP (including hidden text or metadata) without our express prior written consent;
- Take any action that imposes or may impose (as determined by Company in Company’ sole discretion) an unreasonable load on Company’ infrastructure;
- Attempt to reverse engineer any software used to provide the Company Services or “Crawl” or “spider” the Company Website; or scrape any content from the Company Website;
- Attempt to probe or test the vulnerability of any Company system or network, or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, or otherwise circumvent any technological measure implemented by Company or any of Company’ providers or any other third party (including another user) to protect the Company Services or Company Content;
- Interfere, or attempt to interfere, with the access of any user, host, or network to the Company Website or Company Services or Access the Company Website for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Send unsolicited, deceptive, or unauthorized advertising, promotional materials, junk mail, spam, or other form of solicitation through the Company Website or using Company Content;
- Use the Company Services or Company Content (i) for any purpose other than your internal business purposes, or (ii) for the benefit of any third party;
- Collect from or store on the Company Website any personal data of other users without their express permission; or
- Misrepresent your affiliation with any person or entity; engage in any fraudulent or illegal activities, or use the Company Services to support any such activities.
- E-SIGNATURES. Company provides electronic signature services (the “E-Sign Services”) which allow you to sign documents electronically. Using the E-Sign Services to electronically sign Documents is optional, and you can choose to manually sign Documents if you prefer. Each time that you use the E-Sign Services, you are expressly (i) able to access and view the document (the “Document”) you are electronically signing; (ii) consenting to conduct business electronically for that transaction; and (iii) agreeing to the use of electronic signatures for the Document.
- UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
- INTELLECTUAL PROPERTY OWNERSHIP. The Software, and the media and materials contained in the Software, including all intellectual property rights in the Software, are the sole and exclusive property of TaxRobot Inc. and its licensors. Except for the limited license expressly granted by and to you under these Terms, no other rights, licenses, or immunities are granted or shall be deemed to be granted under these Terms, either expressly, or by implication, estoppel or otherwise. All rights not expressly granted by TaxRobot Inc. in these Terms are expressly reserved.
THESE CLAUSES CONTAIN MANY OF YOUR RIGHTS IN CASE OF A DISPUTE, PLEASE REVIEW THESE RIGHTS CAREFULLY.
- CONTACT US – You agree to contact us with your complaint prior to filing for any dispute.
- FILE COMPLAINT – Both Parties agree that any dispute must be commenced or filed by you or Company within 1 year of the dispute. Otherwise, the underlying claim is permanently barred.
- ARBITRATION – Both parties agree that (a) any arbitration will occur in the State of Texas, United States, (b) arbitration will be confidential binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures.
- DISCLAIMER OF WARRANTIES. You understand and agree that your use of the Software and/or the Services is at your sole risk. The Software and the Services are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied (to the maximum extent permitted by applicable law). To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties and conditions including, without limitation, warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, and those arising from Program of dealing or usage of trade.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL, THE COMPANY, ITS SUBSIDIARIES OR HOLDING COMPANY, ANY SUBSIDIARY OF ANY SUCH HOLDING COMPANY, AFFILIATES, SUCCESSORS, ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, WHETHER INDIVIDUALLY OR COLLECTIVELY (THE “RELATED PARTIES”), BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF PROGRAMS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SERVICE INTERRUPTIONS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- THE RELATED PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL ARISING OUT OF THE USE OF THE SERVICES.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OR TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT THE LIMITATIONS IN THIS CLAUSE, THE RELATED PARTIES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE TERM OF YOUR MEMBERSHIP OR SUBSCRIPTION TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN ALL CASES, THE RELATED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
- THE RELEASES HEREUNDER ARE INTENDED TO APPLY TO ALL CLAIMS NOT KNOWN OR SUSPECTED TO EXIST WITH THE INTENT OF WAIVING THE EFFECT OF LAWS REQUIRING THE INTENT TO RELEASE FUTURE UNKNOWN CLAIMS.
- FORCE MAJEURE. For the purposes of this clause, “Force Majeure Event” means any act or event beyond the reasonable control of the Company, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks. In the event of a Force Majeure Event that results in Services being unable to be provided for 14 days or more, either party may terminate this Agreement with immediate effect upon written notice to the other and neither party will have the right to claim compensation from the other. The Company will not be liable for any failure to perform or any delay in performance of, any of its obligations under these Terms of Service caused by a Force Majeure Event.
- GOVERNMENT END USERS. The Services are “commercial software” as used in FAR 12.212 and DFARS 227.7202. The U.S. Government’s rights in the Services will be only those specified in this Agreement.
- INDEMNIFICATION. You agree to, and you hereby, defend, indemnify, and hold the Company and Related Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Related Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter:
- Your use of the Services and your activities in connection with the Services,
- Your breach or alleged breach of this Agreement or any additional terms
- Your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Services or your activities in connection with the Services
- You will cooperate as fully required by Company and Related Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, Company and Related Parties retain the exclusive right to settle, compromise, and any and all Claims and Losses. Company and Related Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Company or Related Party.
- WAIVER. No waiver by the Company of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
- ASSIGNMENT. The Company may assign its rights under these Terms of Service to any person or entity without your consent. The rights granted to you under these Terms of Service may not be assigned without the Company’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
- GOVERNING LAW AND VENUE. These Terms, your access to and use of the Software and your order, receipt and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Texas, United States, without regard to conflict of law rules or principles (whether of the State of Texas, United States or any other jurisdiction) that would cause the Software of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Texas, United States.
- CHANGES. The Company may update and amend these Terms of Service at any time and the Company will make the updated Terms of Service available through the Services. You understand and agree that you will be deemed to have accepted the updated Terms of Service if you use the Services after the updated Terms of Service are made available to you. If at any point you do not agree to any part of the Terms of Service in operation, you should immediately stop using the Services.
- You acknowledge and agree that the Company may make changes to, or stop providing, the Software, and/or the Services, or restrict your use of the Software, and/or the Services, at any time without notifying you in advance.
- You are solely responsible for all data, SMS, mobile carrier, Internet and telecommunications fees and charges incurred in connection with your use of the Software, and/or the Services.
- You acknowledge and agree that the Company can disable or deny you access to the Software, and/or the Services, without notifying you in advance, for any reason or no reason including, without limitation, for any violation of these Terms of Service and/or if the Company suspects that you have used any aspect of the Services to conduct any fraudulent or illegal activity.
- CONTACT. For comments, concerns, or questions in regard to our Terms of Service, please contact us below:
700 Milam, Suite 1300
Houston, TX 77002