This Agreement ("Agreement") is a legally binding contract made by and between On-Line Taxes, Inc. ("On-Line Taxes", "We", "we", "Us", or "us") and you ("You", "you", "Your", or "your"), which governs your use of On-Line Taxes' web site (the "Web Site"), tax preparation software (the "Software"), and the services that we offer on our Web Site (the "Services").
BY CLICKING THE "I AGREE" BUTTON OR ACCESSING OR USING ANY PART OF THE WEB SITE, THE SOFTWARE, OR THE SERVICES YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND FURTHER THAT YOU HAVE TAKEN ALL ACTIONS REQUIRED OF YOU PRIOR TO USING THE WEB SITE, THE SOFTWARE. IF YOU DO NOT AGREE TO BE SO BOUND, OR YOU HAVE NOT TAKEN SUCH ACTION, YOU SHOULD SELECT THE "I DO NOT ACCEPT" BUTTON AND DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE, OR THE SOFTWARE, OR THE SERVICES.
INTERNET TECHNOLOGY, TAX LAWS, AND THE RULES AND REGULATIONS OF TAXING AUTHORITIES CHANGE FREQUENTLY. ACCORDINGLY, ON-LINE TAXES RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT.
1. REGISTRATION, ACCOUNTS, AND PAYMENT
To use the Software and the Services, you must create an account with On-Line Taxes through the online registration process on the Web Site. In creating an account, you must provide On-Line Taxes with accurate and complete registration information. You must promptly notify On-Line Taxes if any of this information changes. If you fail to provide or update this information, On-Line Taxes may terminate your right to use the Web Site, the Software or the Services (i.e., terminate your account) without notice. Failure to update your registration information may also invalidate any claim you may make under the Limited Warranty set forth in Section 10.
When you register to use the Software and the Services, you must choose a user name and password. Your user name and password are unique to you. You are responsible for maintaining the confidentiality of your user name and password, and for any use of your user name and password (including the use by an unauthorized third party). You must notify On-Line Taxes, within twenty-four (24) hours, if you believe your password or account has been or may have been obtained or used by any unauthorized person or entity. Under no circumstances should you respond to a request for your password, particularly a request from an individual claiming to be an employee of On-Line Taxes. On-Line Taxes' employees will never ask for your password. You must notify On-Line Taxes if you receive such a request within twenty-four (24) hours from the request.
You must pay for your use of the Software and the Services in accordance with the instructions provided on the Web Site. All payments you make to On-Line Taxes are non-refundable, except as expressly provided for below.
2. USE OF THE SOFTWARE AND THE SERVICES
Subject to your agreement to and compliance with all of the terms and conditions of the Agreement, On-Line Taxes herby grants you a nonexclusive right and license to use the Software solely to gain access to and use the Services. You may only so use the Software and the Services to prepare Federal and State tax returns and to electronically file and/or print such tax returns.
On-Line Taxes reserves all rights not granted in this Agreement. Without limitation, you may not: (i) transfer, rent, lend, lease or otherwise make the Software available to a third party; (ii) create derivative works from the Software or other On-Line Taxes materials; (iii) reverse engineer, decompile or disassemble the Software or otherwise attempt to obtain its source code; (iv) remove or alter any copyright, trademark or other proprietary notice contained in the Software; (v) copy the Software; or (vi) use the Software or the Services to prepare tax returns, schedules, or worksheets on a professional basis (i.e., for a fee).
If you wish to use the Software or the Services to provide professional services, you must purchase a professional license to use the Software or the Services from On-Line Taxes.
3. CUSTOMER SUPPORT / NO TAX ADVICE
On-Line Taxes makes available customer support personnel who can provide technical support to assist you in your use of the Software and the Services. You acknowledge and agree that these support personnel are not tax preparers or accountants, and do not provide professional services or advice. You are solely and exclusively responsible for your use of the Software and the Services and any errors that you make in preparing your return (i.e., typographical errors, incorrect statements of fact, and the like). If you need professional advice, you must consult with an accountant, attorney, or other tax professional.
4. PRIVACY, DATA SECURITY, AND STORAGE
Our top priority is the privacy of our customers like you because we recognize that our business succeeds based on the trust you and millions of others put in us. To prove your trust is well placed, we comply with all applicable privacy laws which are designed to protect you. We also expend substantial resources every year protecting the privacy of our customers in order to meet our goal of exceeding all applicable privacy laws.
In addition to our actions, you are responsible for maintaining the confidentiality of your user name and password, and for any use of your user name and password (including the use by an unauthorized third party).
You must notify us, within twenty-four (24) hours, if you believe your password or account has been or may have been obtained or used by any unauthorized person or entity.
Additionally, you should never respond to a request for your password, particularly a request from an individual claiming to be an employee of On-Line Taxes. Our employees will never ask you for your password. You must notify On-Line Taxes if you receive such a request within twenty-four (24) hours from the request.
By acting promptly, you help ensure that we are able to continue our efforts in placing the privacy of our customers as our number one priority.
While we strongly desire to work with you as a team in protecting your privacy, and while we have taken reasonable measures to protect the security of your unique tax identification data, the internet does carry certain risks and, therefore, it is important that you know that On-Line Taxes (i) does not guarantee the security of information collected during your use of the Software and the Services, (ii) shall not be liable in any way for a compromise of your data, (iii) has no obligation to store or maintain any information you provide to On-Line Taxes, and (iv) nothing in this Section 4 shall be interpreted as creating a contractual or other duty for On-Line Taxes which is not otherwise in existence absent this Section 4.
In furthering the protection of your privacy, you agree to print or save a copy for your records of any tax return you prepare using the Software or the Services.
Should you need to change your name or contact information, such as your address, e-mail, and phone number, please directly contact On-Line Taxes Customer Service.
You should never attempt to modify your name or contact information, or any other personal information, by any means other than through On-Line Taxes Customer Service.
5. FILING OF TAX RETURNS
If you file your tax return electronically, it will be automatically converted to and stored in a standardized format and then transmitted to the applicable taxing authority. On-Line Taxes cannot guarantee that the taxing authority will accept your tax return. You are solely and exclusively responsible for filing your tax return in sufficient time to meet any filing deadlines (and obtaining any necessary extensions) and for verifying the status of your return to confirm that it has been received and accepted by the applicable taxing authority. You may need to file your return by mail if the applicable taxing authority does not accept it electronically. You must review your tax return for errors prior to filing your return.
6. IMPORT OF TAX INFORMATION
The Software and the Services may include a feature that allows you to import certain information from participating payroll processors and financial institutions. If you choose to import tax data, you are responsible for verifying the accuracy of the information that is imported. On-Line Taxes is not responsible for the accuracy of the imported information.
On-Line Taxes expects to make the Software and the Services available for the preparation of tax returns during the time period electronic returns will be accepted by the IRS. However, On-Line Taxes has the right at any time, for any reason, and without notice to you to modify or discontinue any aspect or feature of the Web Site, the Software, or the Services, including without limitation, its content, functionality, the hours of availability for customer support, hardware and software needed to access and use the Software and the Services, and pricing. On-Line Taxes shall not be responsible for the inability to file or the late filing of any tax return due to the modification or discontinuance of the Web Site, the Software, or the Services.
8. THIRD-PARTY SERVICES
On-Line Taxes may provide access to certain services provided by third parties ("Third-Party Services") through the Web Site. The Third-Party Services may include refund anticipation loans, refund transfers, and professional tax preparation. The Third-Party Services are governed by the terms and conditions, and policies instituted by the Third-Party Service provider. You are responsible for reviewing, understanding, and abiding by the terms and conditions and policies governing any Third-Party Services. On-Line Taxes is not responsible for and shall have no liability arising from, relating to, involving, or in connection with the Third-Party Services.
9. MONEY-BACK GUARANTEE
Without limiting anything in Sections 10 through 16, if for any reason you are not satisfied with the Software or Services at any time before filing a tax return, you may immediately stop using the Software and the Services, and contact On-Line Taxes Customer Service to request a full refund of the fees paid by you (if any) to On-Line Taxes for using the Software or the Services.
10. LIMITED WARRANTY
ON-LINE TAXES ONLY WARRANTS TO YOU THAT THE SOFTWARE AND THE SERVICES WILL MAKE ACCURATE CALCULATIONS BASED ON THE INFORMATION THAT YOU PROVIDE. IF AN ERROR IN SUCH A CALCULATION (AN "ERROR") OCCURS AND IS SOLELY ATTRIBUTABLE TO A MALFUNCTION IN THE SOFTWARE OR THE SERVICES, YOU MAY CONTACT ON-LINE TAXES CUSTOMER SERVICE AND PROVIDE PROOF OF THE ERROR AND ANY OTHER INFORMATION ON-LINE TAXES REASONABLE REQUESTS TO RECEIVE A REFUND OF THE FEES THAT YOU PAID TO USE THE SOFTWARE AND THE SERVICES. FURTHER, IF AS THE RESULT OF SUCH AN ERROR, YOU PAY A PENALTY OR INTEREST ASSESSED BY THE IRS OR STATE TAXING AUTHORITY, ON-LINE TAXES WILL REIMBURSE YOU FOR SUCH PENALTY OR INTEREST IF YOU PROVIDE ADEQUATE DOCUMENTATION. THE FOREGOING REMEDY IS YOUR SOLE REMEDY FOR A BREACH OF THIS WARRANTY.
WITHOUT LIMITATION OF ANYTHING CONTAINED IN THIS AGREEMENT, THE FOREGOING WARRANTY WILL NOT APPLY IF: (i) THE ERROR OCCURS DUE TO ERRORS IN DATA ENTRY, IMPORTING OF DATA, YOUR FAILURE TO FOLLOW INSTRUCTIONS, YOUR FAILURE TO REVIEW AND CORRECT ERRORS IN YOUR TAX RETURN, OR ANY REASON OTHER THAN A MALFUNCTION OF THE SOFTWARE OR THE SERVICES; (ii) YOU HAVE BREACHED ANY PROVISION OF THIS AGREEMENT; (iii) YOU HAVE NOT INFORMED ON-LINE TAXES OF THE PENALTY OR INTEREST WITHIN THIRTY (30) DAYS OF THE ASSESSMENT OF IT; (iv) ON-LINE TAXES NOTIFIES YOU OF AN UPDATE OR CORRECTION OF OR TO THE SOFTWARE OR THE SERVICES THAT ADDRESSES THE ERROR, AND YOU FAIL TO TIMELY FILE AN AMENDED RETURN TO AVOID OR REDUCE YOUR INTEREST OR PENALTY; OR (v) YOU DO NOT REASONABLY COOPERATE WITH ON-LINE TAXES IN EVALUATING AND PROCESSING YOUR CLAIM UNDER THIS LIMITED WARRANTY.
11. DISCLAIMER OF WARRANTIES
WITH THE EXCEPTION OF THE FOREGOING EXPRESS WARRANTY, THE WEB SITE, THE SOFTWARE, AND THE SERVICES ARE PROVIDED "AS IS". ON-LINE TAXES DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE, ITS USE OR THE WORK PRODUCT PRODUCED WITH THE SOFTWARE: (i) WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) WILL BE FREE OF "BUGS", INACCURACIES, ERRORS OR THE LIKE; (iii) WILL MEET YOUR REQUIREMENTS; (iv) WILL BE SECURE; OR (v) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR OTHER SOFTWARE YOU MAY USE. ON-LINE TAXES HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.
12. NO PROFESSIONAL ADVICE
THE WEB SITE, THE SOFTWARE, AND THE SERVICES ARE NOT INTENDED TO PROVIDE OR REPLACE LEGAL, FINANCIAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE. NO ATTORNEY-CLIENT OR FIDUCIARY RELATIONSHIP WITH ON-LINE TAXES IS CREATED BY YOUR USE OF THE WEB SITE, THE SOFTWARE, AND THE SERVICES. NOT ALL OF THE WEB SITE, THE SOFTWARE, AND THE SERVICES AND THE WORK PRODUCT PRODUCED WITH THE WEB SITE, THE SOFTWARE, AND THE SERVICES MAY BE SUITABLE FOR USE IN YOUR JURISDICTION, AND ON-LINE TAXES STRONGLY ENCOURAGES YOU TO CONSULT WITH YOUR ATTORNEY, FINANCIAL ADVISOR, ACCOUNTANT OR OTHER PROFESSIONALS IF YOU HAVE ANY QUESTION AS TO YOUR USE OF THE WEB SITE, THE SOFTWARE, OR THE SERVICES.
13. EXCLUSION OF DAMAGES
ON-LINE TAXES WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, INVOLVING, RELATING TO, OR CONNECTED WITH THE USE OF THE WEB SITE, THE SOFTWARE, OR THE SERVICES, BASED ON ANY CAUSE OF ACTION, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. LIMITATIONS OF LIABILITY
EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION 10, IN NO EVENT WILL ON-LINE TAXES' TOTAL LIABILITY FOR DAMAGES CONNECTED WITH, ARISING FROM, INVOLVING, OR RELATING TO THIS AGREEMENT EVER EXCEED THE PRICE YOU HAVE LAWFULLY PAID TO USE THE SERVICES AND SOFTWARE, REGARDLESS OF THE NATURE OF THE CLAIM.
15. YOUR SPECIFIC RIGHTS
As stated below, whenever possible, each provision of this Agreement will be interpreted to be effective and valid under applicable law. If any provision of this Agreement is held to be prohibited by or invalid under applicable law, the provision will be ineffective only to the extent of the prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement.
YOU ARE ALLOWED UNDER THIS AGREEMENT TO CONSULT YOUR OWN ATTORNEY, AT YOUR SOLE COST, TO DETERMINE HOW THIS AGREEMENT MAY AFFECT YOUR RIGHTS.
16. FORCE MAJEURE
On-Line Taxes will not be liable for failing to perform under this Agreement by the occurrence of any event beyond it reasonable control, including, without limitation, a labor disturbance, an internet outage or interruption of service, a communications outage, failure by a service provider to On-Line Taxes to perform, acts of a federal or state taxing authority, fire, terrorism, natural disaster, or war.
17. CONSENT TO CONDUCT
You agree that: (i) you permit us to send communications to you by e-mail, mail, and phone, (ii) you permit us to make communications available to you through the Web Site, the Software, or the Services, (iii) you shall be responsible for your due diligence in monitoring the communication forms outlined in (i) and (ii) and that On-Line Taxes has no such duty to ensure that you are monitoring the communication forms outlined in (i) and (ii), (iv) you freely choose to engage in the use of the Web Site, the Software, and the Services, and freely consent to doing business with us through the same, (v) you shall ensure you have the proper software and hardware to meet the necessary requirements of the Web Site, the Software, and the Services, and (vi) you may withdraw your consent outlined in this section at any time by immediately contacting On-Line Taxes Customer Service along with immediately ceasing all use of the Web Site, the Software, and the Services.
18. INTELLECTUAL PROPERTY RIGHTS
Other than the limited license granted to you under this Agreement, On-Line Taxes reserves all patent, copyright, trade secret, trade name, trademarks, and all other rights in the Web Site, the Software, and the Services. You may not infringe or violate such rights. Additionally, no material from the Web Site, the Software, or the Services may be copied, reproduced, republished, uploaded, posted, transmitted, resold, or distributed in any way without On-Line Taxes' prior written permission. Modification or use of the Web Site, the Software, or the Services for any purpose other than those permitted in this Agreement is a violation of On-Line Taxes' patent, copyright, trade secret, trade name, trademark, and other proprietary rights.
As applied, the Web Site, the Software, and the Services are a "commercial item" as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (June 1995), all U.S. Government End Users acquire the Web Site, the Software, and the Services with only those rights set forth herein.
19. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement, (ii) the assent to and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules, and (iii) this Agreement memorializes legal, valid, and binding obligations of the parties executing or assenting to this Agreement, enforceable in accordance with their terms and conditions.
You represent and warrant to On-Line Taxes that you will comply with all applicable laws, rules, and regulations in your use of the Software, the Services, and the Web Site.
You represent and warrant to On-Line Taxes that the Web Site, the Software, and the Services may be subject to the U.S. Export Administration Regulations and that you will fully comply with those regulations.
You agree to defend and hold On-Line Taxes and its employees, representative, agents, attorneys, affiliates, officers, managers, and shareholders (the "Indemnified Parties") harmless from any damage, loss, cost, judgment, settlement, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought or asserted against any of the Indemnified Parties alleging facts or circumstances that would constitute a breach of any provision of this Agreement by you or otherwise related to, arose from, involving, or would not have existed but for, this Agreement between On-Line Taxes and you.. If you are obligated to provide indemnification pursuant to this provision, On-Line Taxes may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without the consent of On-Line Taxes.
21. WAIVER OF CLASS ACTION RIGHTS
By entering into this Agreement, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, involving, or relating to this Agreement must be asserted individually.
On-Line Taxes reserves the right to immediately terminate your account or your access to the Web Site, the Software, or the Services, without notice, if it reasonably believes that: (i) you have breached this Agreement or (ii) in our sole discretion, we determine that you have interfered with the operation or use of the Web Site, the Software or the Services.
You may terminate your account for any reason at any time by contacting On-Line Taxes Customer Service and informing us of such termination.
If your account is terminated, On-Line Taxes may delete any content or materials related to your use of the Software or the Services on On-Line Taxes' servers or otherwise in its possession and On-Line Taxes will have no liability to you or any third party for doing so. Following termination, your license to use the Web Site, the Software, and the Services automatically terminates. If your account or your access to the Web Site is terminated, On-Line Taxes reserves the right to exercise whatever means it deems necessary to prevent unauthorized access to the Web Site, the Software, or the Services, including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet Service Provider (ISP).
This Agreement will survive indefinitely unless and until On-Line Taxes chooses to terminate it, regardless of whether any account you open is terminated by you or On-Line Taxes or if you have the right to access the Web Site, the Software, or the Services.
23. CHOICE OF LAW, CHOICE OF JURISDICTION AND VENUE, AND DISPUTE RESOLUTION
This Agreement will be governed by and construed in accordance with the laws of the State of Missouri and proper Jurisdiction and Venue for all disputes arising out of this Agreement shall be only the Circuit Court of Buchanan County, Missouri and shall not be proper for Jurisdiction and Venue in any other Jurisdiction and Venue except in the following specific situations:
All disputes arising out of, involving, or relating to this Agreement (including its formation, performance or alleged breach) or you use of the Web Site, the Software, or the Services shall be exclusively resolved under binding arbitration held in Buchanan County, Missouri before and in accordance with the Rules of the American Arbitration Association. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration under this Section without the prior written consent of both parties. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Notwithstanding the foregoing, On-Line Taxes shall have the right to seek injunctive or other equitable relief in any applicable state or federal or international court in order to enforce this Agreement or prevent a violation of applicable law, rules, or regulations or an infringement of a third party's rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.
In all disputes brought involving, relating to, or arising from this Agreement or the entering of this Agreement or representations that were made regarding the subject matter of this Agreement prior to the entering of this Agreement, including, but not limited to, all disputes in law or equity, brought in any forum, governmental or private (including, but not limited to, arbitration and mediation), you agree to pay On-Line Taxes for On-Line Taxes' reasonable attorney fees, court costs, and third party costs (such as costs to pay an arbitrator or a mediator) regardless of outcome unless such a result would be deemed wholly unconscionable as applied to the specific and particular dispute. This subsection B is meant to include all disputes involving, relating to, or arising from this Agreement, including, but not limited to, disputes involving, relating to, or arising from Section 23, as well as any other section, as well as disputes involving, relating to, or arising from the entering of this Agreement.
You hereby forever waive your right to collect your attorney fees, court costs, and third party fees, if any, from On-Line Taxes regardless of the forum, nature, or outcome of the dispute provided that the dispute involves or arises from this Agreement or the entering of this Agreement or representations that were allegedly made regarding the subject matter of this Agreement prior to the entering of this Agreement.
This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, representatives, successors and assigns, whether a signatory hereto or not.
This Agreement will not be assignable or transferable by you without the prior written consent of On-Line Taxes.
This Agreement is a complete statement of the Agreement between On-Line Taxes and you, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No amendments to this Agreement will be effective unless such amendment is in writing and signed by all parties.
No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.
You and On-Line Taxes are completely independent, and no agency, partnership, fiduciary, joint venture, employee-employer relationship, nor any similar relationship is intended or created by this Agreement.
Whenever possible, each provision of this Agreement will be interpreted to be effective and valid under applicable law. If any provision of this Agreement is held to be prohibited by or invalid under applicable law, the provision will be ineffective only to the extent of the prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement.
25. COMMENTS AND QUESTIONS
You may contact On-Line Taxes by mail at 724 Jules St., St. Joseph, MO 64501. You may also contact On-Line Taxes through the Web Site, http://www.olt.com. On the Web Site you may find our Customer Service section which is staffed to provide customer service for valued customers like you.