TaxCloud Terms of Service Agreement

The Federal Tax Authority, LLC, a Washington limited liability company (“TaxCloud,” “we,” “us”) is proud to offer you access to our proprietary technology-based sales tax solutions and services (collectively, the “Services”). This Terms of Service (“TOS” or “Agreement”) is by and between you and TaxCloud and governs your access and use of the Services.

“You” and similar terms refer to the organization, business, or entity on whose behalf any individual is accessing or using the Services (or as otherwise identified in the applicable Order, our “Customer”).  This Agreement will be binding on the earliest of: (i) your “click” (or other affirmative action) to purchase, or sign up for, a subscription or free trial online or your acceptance of a services proposal or any other sales-assisted purchase document (each, an “Order”), or (ii) your access of our Services. If you do not agree to be bound by the terms and conditions of this Agreement, do not access or use the Services.

1. Services. TaxCloud hereby grants to you, subject to all the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable (except as permitted by this Agreement), non-sublicensable license to access and use the Services for the duration of the period set forth in the applicable Order, and to use the Services solely for your internal business purposes, for the purposes contemplated in the applicable Order, and in compliance with all applicable laws, rules, and regulations. Nothing in this Agreement shall be construed as granting you any exclusivity with respect to TaxCloud’s business, operations, or conduct. Your use of the Services is further governed by the documentation and information TaxCloud makes available (the “Documentation”) via its software solution that is accessed via taxcloud.com or any related TaxCloud mobile application (the “Platform”); you shall use the Services in accordance with such Documentation.
2. Authorization. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS AND USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON, AND REQUIRES, YOUR CONSENT AT ALL TIMES TO THE TAXCLOUD AUTHORIZATION FORM (LOCATED AT TAXCLOUD.COM/LEGAL AND INCORPORATED HEREIN BY REFERENCE) (“AUTHORIZATION FORM”). TaxCloud may amend the Authorization Form from time to time to conform with applicable laws, state requirements, applicable regulatory authorities or industry governing body requirements or guidance, or as otherwise deemed reasonable in TaxCloud’s discretion, and the most recent version shall have immediate effect once published by TaxCloud. You shall comply with all current policies, procedures, and guidelines of TaxCloud governing or applying to the Services; TaxCloud reserves the right to amend such policies or guides in its discretion, with or without notice, effective as of the date made available online.
3. Account Administration.
   3.1 Account Creation. In order to access the Services, you must register and create an account. You may need to provide certain registration details or other information on behalf of yourself or other users to create such account and to otherwise access and use the Services. It is a condition of your access and use of the Services that all the information you provide to register with the Services is correct, current, and complete. You further agree that you will not in any way misrepresent your or anyone else’s identity at any time when accessing or using the Services. You acknowledge and agree that TaxCloud may independently investigate, verify, and confirm any of your account details, including through the use of credit reporting agencies.
   3.2 Authorized Users. You may be able to designate administrative users who have permissions to create additional authorized user accounts or account types for employees, contractors, and other personnel under Customer’s direction and control (collectively, “Authorized Users”). You agree that TaxCloud can act under the assumption that you, by having created the user, have authorized the acts or omissions any Authorized User or other Customer personnel takes with respect to use of the Services. You are liable for all use of the Services by your Authorized Users or their credentials and the conduct of any Authorized User (or under their credentials) shall be considered your conduct for the purposes of the rights and obligations herein. All users of the Services (including you and all Authorized Users) are subject to TaxCloud’s Acceptable Use Policy (located at taxcloud.com/legal and incorporated herein by reference) (the “AUP”) and may be independently or jointly held liable for any violation of the AUP.
4. License Restrictions. You may not do any of the following, nor may you permit any Authorized User or any third party to do any of the following: (a) exceed the limited license rights granted in this Agreement including, without limitation, the sharing of passwords or other login credentials with those not given explicit rights to access and view the Services under this Agreement; (b) remove any proprietary notices, labels, or marks from the Services; (c) sell, transfer, lend, lease, license, or sublicense the Services; (d) copy, distribute, modify, or otherwise create derivative works of the Services or any content therein (excluding Customer Content); (e) circumvent any digital rights management or copyright management protection associated with the Services; (f) translate, reverse engineer, decompile or disassemble the Services; (g) use any manual or automated software, bots, devices, scripts, robots, or other means to access, “scrape,” “crawl,” or “spider” any web pages or data contained in the Services; (h) falsely state, impersonate, or otherwise misrepresent any information relevant to your use of the Services; or (i) access or use the Services for the purposes of benchmarking or for the purposes of competing with TaxCloud’s business.
5. Customer Responsibilities.
   5.1 True and Accurate Information. You shall provide the materials, personnel, documents, data, and information necessary for TaxCloud to perform the Services (such as, the information further described in the Documentation) in the manner and at the times specified (a) in the Documentation, (b) the applicable Order, or (c) in any other communications from TaxCloud, including as requested by any applicable state, county, regional, tribal or special tax district jurisdiction for a particular transaction made using the Services (“Tax Jurisdiction of Record”). Such materials and other information may include detailed product descriptions, or documentation from or concerning third parties, including, but not limited to, exemption certificates, resale certificates, or direct pay permits.  Failure to provide the requisite information may negatively impact the performance of the Services or delay service delivery, for which TaxCloud will neither be liable nor responsible. In addition, TaxCloud’s performance of the Services may be delayed, in its discretion, if you make excessive or unreasonably bulk data uploads or transfers.
   5.2 Sales Information. You represent and warrant to TaxCloud that all end-consumer transactions data that is made available to TaxCloud via your use of the Services for analysis or processing (“Sales Transactions”) represents and concerns bona fide business transactions and no such entries are fraudulent or for the benefit of any other merchant (whether in a service bureau or other context). TaxCloud will not monitor your Sales Transactions for accuracy; you are solely responsible for resolving all Sales Transaction errors at your sole cost and expense. If TaxCloud or any third party (such as a government agency or auditor) discovers any discrepancies or requires any additional information regarding your Sales Transactions or any other data you made available to TaxCloud in its provision of the Services, you will fully cooperate with TaxCloud in resolving such issues or responding to such inquiries, including by providing proper documentation to meet the requirements or requests from any auditor.  Examples include but are not limited to: Exemption certificates, resale certificates, direct pay permits, TIC determinations, or tax underpayments.
   5.3 Reporting and Filing Services. If you choose to file your sales tax return electronically (or otherwise) using our filing reports or Services, the information you provide to TaxCloud will be converted to and stored in a standardized format, and then transmitted to the appropriate state agency. For any filing facilitated by TaxCloud, you agree to review the information used to prepare the return, as well as any draft returns themselves (to the extent applicable), for indications of obvious errors according to the cutoff dates and other details described in the Documentation. You, and not TaxCloud, are responsible for your tax return filings being completed on time and accurately; if the Services fail, for whatever reason, you acknowledge and agree that you are solely responsible for ensuring that you comply with your legal obligations. For example, you are ultimately responsible for verifying the status of your tax return, confirming that it has been received and accepted by the appropriate state agency, and, if necessary, filing it manually. TaxCloud may store and maintain information that you provide to TaxCloud, but TaxCloud is not required or obligated to provide you with copies of this information. If you require a copy of your tax return, you must contact the appropriate state agency. By using the 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 Services, including your IP address and other personal information. The completion of your tax return may be affected by technical problems with third-party integrations, or in the event you have not provided all of the information requested by TaxCloud, or otherwise required, to submit your tax return. For any of these or other reasons, TaxCloud may not be able to submit your tax return in a timely manner, or at all.
   5.4 Funding. You are responsible for maintaining sufficient funds in your bank account, or otherwise ensuring the reliability of the payment method(s) established as part of your TaxCloud account, to pay your sales tax obligation, together with any other fees imposed or to be remitted to any Tax Jurisdiction of Record, as well as any and all Services fees, and state assigned fees, interest, or penalties. Should your payment method(s) fail and/or there be insufficient funds to cover the sales tax amount due or other costs or remittances, TaxCloud may suspend its performance of the Services, in addition to any other remedies available to it under applicable laws. TaxCloud also reserves the right to assess you for costs or fees according to our Fee Schedule located in our Help Center (“Fee Schedule”), which is incorporated herein by reference. Credits will be applied to your account according to TaxCloud’s policies for the same.
   5.5 Representations and Warranties. You hereby represent and warrant as follows: (a) you will comply with all applicable laws, rules and regulations, including without limitation any sales tax laws and regulations, the Gramm Leach Bliley Act, the Electronic Fund Transfer Act, Federal Reserve Regulation E, the Fair Credit Reporting Act, all rules and operating guidelines of the National Automated Clearing House Association, the Office of Foreign Asset Control, and any sanctions of the U.S. Department of Treasury; (b) you are duly organized and subsisting in your jurisdiction of record and have the authority to enter into this Agreement as a binding legal agreement; (c) you will exercise due caution and diligence when selecting and specifying any taxability information code (“TIC”) for items submitted, transmitted, or uploaded to the Services and you assume responsibility for any TIC selected;  and (d) you will exercise due diligence when using the Services, including by periodically reviewing the Platform dashboard and information to ensure that the returns prepared by TaxCloud are accurate and to maintain and update any information associated with your account.
6. Fees.
   6.1 You shall pay TaxCloud for its provision of the Services in the amounts and according to the terms set forth in the Order (the “TaxCloud Fees”). TaxCloud Fees are due when the Order is accepted, unless the Order specifies otherwise; the TaxCloud Fees are billed in advance and are non-refundable. Unless expressly stated otherwise in the Order, TaxCloud Fees are automatically billed to the primary billing method on the account in accordance with the Services purchased. In the event of a payment failure, backup payment methods will automatically be used. Any acceptance of partial payment, reduced payment, or late payment by TaxCloud shall not constitute a waiver as to TaxCloud’s right to recover full amounts due or TaxCloud’s right to terminate this Agreement for non-payment. TaxCloud reserves the right to increase the TaxCloud Fees for the Services by providing notice to Customer (email or a website publication being sufficient) prior to the start date of any renewal period.
   6.2 You shall pay any additional fees and costs assessed by TaxCloud, including without limitation: (a) any fees or costs described on the Fee Schedule; (b) any of your tax liabilities; (c) TaxCloud or third-party audit fees arising out of your information or tax returns; (d) any state-imposed fees, penalties, and interest associated with or arising out of your use of the Services; (e) TaxCloud’s costs (including attorneys’ fees, time, and materials) incurred in connection with any audits, collections, or similar activities arising from your use of the Services. TaxCloud reserves the right to use any payment method associated with your account to charge for these amounts, including after termination of this Agreement or the Services. For clarity, costs and fees incurred by TaxCloud as a result of your use of the Services are your responsibility and liability.
   6.3 You will be required (as part of the Order or otherwise) to supply appropriate payment information; such information must be made available to TaxCloud in a timely manner and with sufficient details to process any payments. You represent and warrant that you have the right to use any payment mechanism that you submit to TaxCloud and you hereby authorize TaxCloud to process such information to facilitate any amounts due to TaxCloud (including in the case of overage fees) or third parties without prior notice to you.
   6.4 All undisputed Services fee amounts not paid within ten (10) days from when due are subject to a late payment charge of 1.5% per month (not to exceed the maximum allowed by law) of the past due amount from the due date until the date paid (see the Fee Schedule for more details). You will reimburse TaxCloud for all reasonable expenses TaxCloud may incur, including attorneys’ fees and expenses, in collecting any amounts past due under this Agreement. TaxCloud may impose a fee for restoration of any suspended accounts. State or local sales taxes and fees not paid when due shall be subject to additional fees and interest, including as described on our Fee Schedule.
   6.5 If Customer has a bona fide dispute in relation to any TaxCloud Fees, Customer shall provide notice to TaxCloud in writing within thirty (30) days from the date of applicable TaxCloud Fee was first incurred. Such notice shall set forth the details surrounding the dispute in specific detail so that TaxCloud may investigate the dispute. Upon resolution of the dispute, Customer shall pay all outstanding amounts determined to be payable per the resolution to TaxCloud within twenty (20) days of the resolution. Customer waives the right to dispute any TaxCloud Fees not disputed within thirty (30) days after the date on which such fees were incurred. In any event, you must pay all undisputed fees when due.
7. Free Trials. If you initially sign up for a free trial, your ability to access the Services will cease upon the expiration of the free trial. In order to continue using non-free Services, you must provide TaxCloud a valid payment method (such as a credit card) to use any paid Services. Your use of the Services during a free trial is permitted only for your internal evaluation until the earlier of (a) the end of the free trial period; (b) the start date of any purchased subscriptions ordered by you for such Service(s); or (c) termination by TaxCloud in its sole discretion. Free Trials may be inoperable, incomplete or include features that TaxCloud may never release. Notwithstanding anything to the contrary in this Agreement, you understand and agree that free trials are made available on an “AS IS,” and “AS AVAILABLE” basis and without any warranty, indemnity, support, accuracy, commitment to availability, security or other related obligation of any kind under this Agreement unless otherwise required by applicable law. TAXCLOUD’S AGGREGATE LIABILITY FOR A FREE TRIAL WILL NOT IN ANY CIRCUMSTANCES EXCEED FIFTY DOLLARS ($50).
8. Term and Termination.
   8.1 The Services may be offered on a monthly or annual subscription basis, or for the term otherwise specified in the Order (the “Term”). For any upgrade or downgrade in plan level, your payment method that you provided will automatically be charged the new rate on your next billing cycle. Downgrading your plan may cause the loss of Customer Content, Sourced Data, features, or capacity of your account. TaxCloud is not liable or responsible for such loss. Unless the Order specifically provides otherwise, the Term will automatically renew for successive periods of the same length, unless you cancel the Services before the current Term expires according to the Order’s terms (or if the Order does not address cancellation, on at least thirty (30) days’ written notice to TaxCloud). The full amount for each renewal Term will be charged to the payment method you have provided or is linked to your account on the first day of the renewal Term. Cancellation will be effective at the conclusion of the then-current Term; no refunds will be given or issued for partially completed Services periods.
   8.2 Either party may terminate an Order or this Agreement immediately upon written notice if the other party materially breaches this Agreement or any Order and fails to cure such breach within thirty (30) calendar days after receipt of written notice of the same.
   8.3 Either party may terminate an Order or this Agreement in the event the other party makes an assignment for the benefit of creditors, has a receiver, trustee, custodian (or similar party) appointed or designated to administer its affairs or otherwise take control of its assets or business operations, becomes a debtor in a voluntary proceeding under any chapter of the United States Bankruptcy Code or any law or statutory scheme relating to insolvency, reorganization or liquidation, or an involuntary petition in bankruptcy, or other insolvency proceeding is filed against a party and is not dismissed within ninety (90) calendar days thereafter.
   8.4 Notwithstanding anything herein to the contrary, TaxCloud may disable or suspend your access to the Services immediately if: (a) you fail to make a payment for more than fifteen (15) days following its due date; (b) you breach any term or condition of this Agreement; (c) your or your Authorized Users’ use of the Services poses a security risk to the Services, TaxCloud, or any other person; or (d) suspension is necessary, in TaxCloud’s sole discretion, to protect TaxCloud or others from incurring any liability or harm.
   8.5 Upon termination or cancellation of this Agreement, your account, any Authorized User accounts, and the Services will become unusable. TaxCloud will be under no further obligations to you or your Authorized Users upon your termination of this Agreement.  Any rights or obligations of this Agreement that, by their nature, are intended to survive termination or expiration of this Agreement, will survive, including your indemnification and confidentiality obligations herein, and without any limitation the following sections: 5, 6.1 – 6.4, 8.4, 16.2.
9. Customer Content. The information and data you upload, transmit, or allow TaxCloud to process through your use of the Services (collectively, “Customer Content”) shall, between TaxCloud and you, be owned by you. You acknowledge and agree that you are solely responsible for maintaining your Customer Content in a manner that is accessible outside of the Services; TaxCloud is not a system of record for you. You hereby grant TaxCloud, and our affiliates, licensors, and service providers, and each of their and our respective licensees, successors, and assigns, a non-exclusive, sublicensable, transferable, worldwide, royalty-free license to use and otherwise process Customer Content for the purpose of providing you the Services. You also authorize TaxCloud to retain a copy of your Customer Content to the extent required by applicable laws, rules, or regulations, necessary to exercise TaxCloud’s rights or defend legal claims, as may be required by any state or government regulatory authority that TaxCloud is subject to, and as may be stored in a backup or archived version of TaxCloud’s systems according to TaxCloud’s data retention policies and practices. From time to time, TaxCloud may request your permission to cite your use of the Services or include information about your use of the Services in our marketing materials; any use of your name and logo in connection with the foregoing by TaxCloud will be subject to your review and permissions.
10. Intellectual Property. The Services and all technology or information related thereto, including all application-programming interfaces, models, algorithms, and code used therein or made available by TaxCloud in connection therewith (but excluding Customer Content or Sourced Data) (collectively, the “TaxCloud Materials”) are the sole and exclusive property of TaxCloud or its licensors. As between you and TaxCloud, TaxCloud owns all right, title, and interest, including patent, trademark, copyright, trade secret, or other intellectual property or proprietary rights, in and to the TaxCloud Materials. Nothing in this Agreement shall be construed as transferring or granting to you any ownership or similar right in or to any TaxCloud Materials or any TaxCloud products or software solutions. Notwithstanding anything herein to the contrary, you agree that TaxCloud may use Customer Content or other technical data related to access and use of the Services to create data, information, datasets, analyses, or reports that do not identify any individual, or Customer, or any Authorized User (“De-Identified Data”). TaxCloud owns all right, title, and interest in and to the De-Identified Data and may use such data for any lawful purpose, including to conduct research, improve the Services, create or build new products, build and train proprietary algorithms or models, engage in data analytics, and otherwise exploit the data for TaxCloud’s commercial purposes. If you provide TaxCloud any feedback, ideas, information, questions, or other comments related to your experience using the Services (“Feedback”), you hereby assign to TaxCloud your rights in all such Feedback and agree that TaxCloud may exploit the Feedback with no obligation to you.
11. Data Sources. The Services may require TaxCloud access the applications, systems, data, or databases of third parties with whom Customer has a direct contractual relationship and who provide Customer services or otherwise process information on Customer’s behalf (collectively, “Data Sources”). Data Sources are independent from TaxCloud; Customer acknowledges and agrees that TaxCloud is not responsible or liable for the acts, omissions, or conduct of any Data Source. You represent and warrant, now and for the duration of this Agreement, that: (a) you have all necessary rights to allow TaxCloud to process any information or data TaxCloud accesses or receives via a Data Source on your behalf (“Sourced Data”); and (b) TaxCloud’s performance of its obligations hereunder will not violate any agreement between you and any Data Source. TaxCloud may deny you access to Sourced Data, in whole or part, at any time, without notice, and with no further liability to you, if a Data Source terminates or withdraws the permissions necessary for TaxCloud to supply the Sourced Data to you.
12. TaxCloud Responsibilities; Disclaimers. TaxCloud will perform the Services in accordance with its Documentation and the terms of this Agreement. You acknowledge and agree that TaxCloud is not a substitute for your tax accountant, tax advisor, or tax counsel: TaxCloud DOES NOT provide ANY legal or tax advice, and you will consult with accountants, advisors, or tax counsel for tax advice. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, ALL SERVICES, AND ALL SOLUTIONS AND OTHER MATERIALS, ARE PROVIDED “AS IS”, AND TAXCLOUD HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO SUCH SERVICES, SOLUTIONS, AND OTHER MATERIALS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TAXCLOUD HEREBY EXPRESS DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE OR FUNCTIONALITY OF ANY THIRD-PARTY SOFTWARE, INCLUDING DATA SOURCE SYSTEMS.
13. Indemnification.
    13.1 Subject to the limitations herein, TaxCloud will indemnify, defend, and hold harmless Customer and its affiliates, entities, directors, officers, employees, and agents from and against any and all damages payable to any third party in any suit or cause of action alleging the TaxCloud Materials, or Customer’s use of the TaxCloud Materials, infringes upon the copyright or any other intellectual property right of any third party arising under the laws of the United States. In the event Customer is unable to use a portion of the Services due to an allegation that use of such portion infringes upon any third party’s intellectual property right, TaxCloud may, at its option, procure Customer the right to continue to use such infringing TaxCloud Material, or replace or modify the Services at issue so that they become non-infringing. If neither option is available, TaxCloud may terminate this Agreement or the applicable Order and refund the portion of fees paid for the time of the affiliated affected Services. This section details Customer’s sole and exclusive remedy with respect to any claim related to intellectual property infringement. TaxCloud’s obligations in this section shall  not apply, however, to the extent that the infringing materials, information, or software, or portions or components thereof, or modifications thereto, originated with Customer, were not supplied or directed by TaxCloud, or were combined with other products, services, processes, or materials not supplied or directed by TaxCloud (where the alleged infringement relates to such combination).
    13.2 Customer will indemnify and hold harmless TaxCloud and its affiliates, directors, officers, employees, and agents (the “TaxCloud Parties”) from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses, including reasonable attorneys’ fees, brought or asserted against the TaxCloud Parties, or incurred by the TaxCloud Parties, arising out of or relating to: (a) the Customer Content, including any allegation that TaxCloud’s processing or use of Customer Content infringes on any third-party intellectual property, proprietary, or privacy right; (b) Customer’s violation of its representations, warranties, or obligations hereunder; (c) Customer’s violation of applicable laws, rules, or regulations; or (d) Customer’s infringement of any intellectual property or proprietary rights.
14. Limitations of Liability. UNDER NO CIRCUMSTANCES WILL TAXCLOUD OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS (OR ANY OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, TAXCLOUD’S TOTAL AGGREGATE LIABILITY TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, UNDER THIS AGREEMENT OR WITH REGARD TO ANY TAXCLOUD SERVICE, SHALL NOT EXCEED THE FEES TAXCLOUD RECEIVED FOR PROVIDING THE TAXCLOUD SERVICE TO YOU DURING THE THIRTY DAYS PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR $1,000, WHICHEVER IS LESS.
15. Streamlined Sales Tax Program. TaxCloud is a certified service provider of the Streamlined Sales Tax™ Governing Board. If Customer has registered under the Streamlined Sales Tax Initiative or has otherwise selected TaxCloud as its Certified Service Provider (as that term is defined in the Streamlined Sales and Use Tax Agreement (“SSUTA”)), then this section applies. You acknowledge and agree that your rights and obligations for use of the Services are subject to and conditioned upon your acceptance and agreement of TaxCloud’s Authorization Form.
16. Miscellaneous.
    16.1 Relationship of the Parties. Except to the extent described in the Authorization Form, the parties are independent contractors, and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other party. Neither party shall make any representation to a third party that suggests otherwise.
    16.2 Records and Audit Rights. You will maintain appropriate records in accordance with generally accepted accounting principles to validate and verify your compliance with the terms of this Agreement, as well as all applicable laws, rules, and regulations, during the Term and for the time that may be required by applicable laws, in any event no less than four (4) years from the date of filing of any sales tax return. In the event that TaxCloud is subject to any investigation, audit, or legal proceeding that concerns you or your use of the Services, you shall make all such information, books, and records available and timely to TaxCloud (or its designee) at no cost upon TaxCloud’s request for inspection. You also acknowledge and agree that it is your sole responsibility to make available to any regulatory or government authority any and all documents that are requested to support the filing of any tax return or to evidence any information contained therein and you shall respond to any TaxCloud request for information or documentation within two (2) business days. You hereby agree to indemnify, defend, and hold harmless (including reimburse) TaxCloud, its affiliates, service providers and vendors, from and against any and all costs and expenses such parties incur in responding to any government or legal request arising out of your use of the Services. The obligations in this section survive termination and include any tax periods for which TaxCloud filed a return on your behalf or otherwise provided you the Services. For returns where TaxCloud is not providing filing Services, you are responsible for return filings and audit response. TaxCloud will provide you with any information in its possession that is necessary to respond to the inquiry or audit requests, the costs of which will be assessed to you by TaxCloud at TaxCloud’s then-current rates.
    16.3 Confidentiality. “Confidential Information” as used in this Agreement means any and all non-public information disclosed by TaxCloud to Customer during the Term. “Confidential Information” will not include any information (a) in the public domain at or subsequent to the time it was communicated to Customer through no fault of Customer; or (b) rightfully in Customer’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Customer. Notwithstanding the foregoing, this Agreement, the terms of any Order, and the TaxCloud Materials shall be deemed the Confidential Information of TaxCloud. You will not disseminate, or in any way disclose, publish, reveal, report or transfer, directly or indirectly, Confidential Information to any person, organization, entity, or business except as expressly provided herein. In no event shall you use, or permit any third party to use, the Confidential Information for your own personal benefit, or to compete with or disadvantage TaxCloud in any way. You will use Confidential Information solely for using the Services in accordance with this Agreement and will treat all Confidential Information with the same degree of care as you accord your own Confidential Information.   Due to the unique confidential, proprietary, unique and valuable nature of the Confidential Information, you acknowledge and agree that in the event you fail to comply with your obligations hereunder, that monetary damages may be inadequate to compensate TaxCloud. Accordingly, you agree that TaxCloud shall, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Agreement.
    16.4 Entire Agreement; Conflicts. The specific services to which you are receiving access and a license to use pursuant to this Agreement are identified in the corresponding Order. Each Order, together with the terms and conditions herein, forms the agreement between the parties with respect to the Services. If you and TaxCloud are parties to an agreement dated prior to the “Last Updated” date above, you hereby agree that your access and use of the Services after the last version of this Agreement is posted and presented to you constitutes your acceptance of this Agreement in lieu of and superseding any prior terms and conditions related to your use of the Services. Any conflict between the terms of the Order and the terms of this Agreement, the terms of this Agreement will control, except as expressly amended by an individual Order by specific reference to the amended provision.
    16.5 Notices. All notices to you shall be given electronically, sent to the electronic mail address provided in the applicable Order or associated with your account within the Platform.  Any notices to TaxCloud must be provided via email to service@taxcloud.com, or registered or certified mail, postage prepaid, return receipt requested, addressed to TaxCloud’s address published on its website. Notices so given will be effective upon the earlier to occur of (a) receipt by the party to which notice is given, or (b) if sent by registered or certified mail, the fifth (5th) business day following the date such notice was posted, whichever occurs first.
    16.6 Modifications. The terms of this Agreement shall not be altered or modified except in writing signed by both parties, provided that TaxCloud may unilaterally amend this Agreement by providing Customer notice of the same by announcement published on TaxCloud’s website(s). Further, any Order for the Services accepted by Customer that incorporates an updated or amended version of these terms will be deemed to be acceptance of such updated or amended terms. There shall be no force or effect given to any Customer-generated terms of purchase, such as a Customer-branded standard form of purchase order, or any other document produced by Customer where TaxCloud’s Terms of Service are not incorporated by reference.
    16.7 Severability; Headings. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.
    16.8 Governing Law; Jurisdiction. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington, without reference or giving effect to its conflicts of law principles. Customer hereby irrevocably consents to the personal jurisdiction of and venue in the state and federal courts located in King County, Washington, or such other venue and jurisdiction as TaxCloud in its sole discretion may select with respect to any action, claim or proceeding arising out of or related to this Agreement. No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due TaxCloud and claims for indemnification, may be brought by either party more than one (1) year after the cause of action arose.
    16.9 Waiver. The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.
    16.10 Assignment. Customer may not assign any of Customer’s rights or delegate the performance of any of Customer’s obligations under this Agreement without the prior written consent of TaxCloud. TaxCloud may assign its rights under this Agreement without restriction. Any permitted assignment of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.
    16.11 Force Majeure. TaxCloud will not be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, terrorism, cyber-attack or DDoS attack, civil disturbances, wars, strikes or other labor disputes, government incidents or events (including a failure of any state systems or software), fires, transportation contingencies, interruptions or termination of financial or ACH services to TaxCloud by any of TaxCloud’s financial institutions, interruptions in telecommunications, utility, internet, or network provider services, or other catastrophes or any other occurrences which are beyond TaxCloud’s reasonable control (each a “Force Majeure Event“). If a Force Majeure Event arises, TaxCloud will provide Customer notice of any such delay or interruption as soon as reasonably practicable and will use commercially reasonable efforts to resolve the issue (to the extent commercially feasible).