Tax Guardian, LLC (“Tax Guardian”) operates the website located at www.TaxGuardian.com (the “Website”) and offers a SaaS Solution, which provides retrieval and monitoring of User Information about Authorized Users at the request, and with the authorization of, such Authorized Users. These Terms of Service (“Terms of Service” or “Terms”) govern (i) all access to and use of the Website by any User, whether or not the User accesses or is granted access to the SaaS Solution, and (ii) the use of the SaaS Solution and apply to the Purchase Order referencing these Terms (“Purchase Order” as further defined below) between Tax Guardian and the individual consumer or Contracting Entity indicated in the Purchase Order (each, a “Customer” as further defined herein) pursuant to which such Customer subscribes to the SaaS Solution. Copies of these Terms of Service are available for download and printing by using current web browser software and going to www.TaxGuardian.com.

The “Agreement” consists of the Purchase Order and these Terms of Service and our Privacy Policy and such other documents and exhibits thereto. If there is a conflict between the terms in the Purchase Order and these Terms of Service, the terms in the Purchase Order will control. The parties may accept or execute a Purchase Order in writing, electronically or using any other process specified in the Purchase Order. The parties may execute the Purchase Order in several counterparts, all of which together constitute one agreement between the parties. This Agreement constitutes the entire agreement between the parties on the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals with respect to the subject matter of this Agreement.

These Terms of Service apply to all Users who access or use the Website, regardless of whether such Users access or are granted access to the SaaS Solution. By accessing, browsing, or otherwise using the Website, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Website. Certain features or sections of the Website may be subject to additional terms, which will be presented to you at the time you access those features.

These Terms incorporate by reference all policies, guidelines, and supplemental terms and conditions of use or service posted on the Website or Saas Solution, which Tax Guardian may amend, modify, supplement, or restate periodically. Our Privacy Policy, available at https://taxguardian.com/privacy-policy/ (“Privacy Policy”) informs you of Tax Guardian’s collection and use of your information, including Personal Information (as defined in the Privacy Policy), related to your use of the Website or Saas Solution and any associated products or services.

By accessing, browsing, submitting information to, or otherwise using the Website or Saas Solution or any service offered through it, you acknowledge that you have read, understand, and agree to be bound by and comply with all of these Terms. If you do not agree to these Terms without modification, you are not authorized to and must not access or use this Website or Saas Solution, as the case may be.

1. Introduction

1.1. Defined Terms

Some defined terms used in these Terms are defined in context; there is also a glossary of defined terms at the end.

1.2. Changes

Tax Guardian continually seeks to improve its offerings. From time to time, Tax Guardian may modify these Terms of Service. If Tax Guardian makes a material change to these Terms of Service, Tax Guardian will notify the Customer or User, as applicable, and the change will become effective 30 days following that notice unless earlier implementation is required by Applicable Law or is necessary to protect Tax Guardian and/or Authorized Users of the SaaS Solution. If Customer (or User, as the case may be) contacts Tax Guardian and indicates that Customer (or User, as the case may be) does not agree to the changes made within 30 days following the notice, Customer (or User, as the case may be) may discontinue use of the SaaS Solution and close Customer’s (or User’s, as the case may be) account.

1.3. Contact Tax Guardian

Customer may contact Tax Guardian regarding the SaaS Solution or these Terms of Service at: Admin@TaxGuardian.com.

2. SaaS Solution

2.1. SaaS Solution Subscription

Subject to the terms and conditions of this Agreement, Tax Guardian hereby grants Contracting Party the nonexclusive, nontransferable (except in connection with an assignment permitted by this Agreement), non-sublicensable right during the Term to permit its Authorized Users to access and use the SaaS Solution and such Tax Guardian Materials as Tax Guardian may supply or make available to Contracting Party hereunder solely for Contracting Party to receive User Information as authorized by the Authorized User in accordance with the conditions and limitations set forth in this Agreement.

2.2. Legal Services Disclaimer

Each User, Customer, and Authorized User, as the case may be, agrees and acknowledges that none of Tax Guardian nor its Affiliates nor any of their respective officers, employees, or sales associates directly or indirectly provide legal services, representation, tax or legal advice or tax return preparation services through the SaaS Solution or otherwise. Neither the SaaS Solution itself nor any forms or information provided therein constitutes legal or tax advice or tax return preparation or other tax professional services and should not be construed as such.

2.3. Authorization and Consent for User Information

2.3.1.

The IRS requires certain authorizations and consents from the Authorized User in order for Customer to receive User Information through the SaaS Solution. The parties responsible for obtaining the Authorized User consents for retrieval and disclosure to Customer of User Information are Tax Guardian and any Ordinary Course Providers deemed suitable to provide Ordinary Course Services from time to time, e.g., without limitation, onboarding and authorization facilitation solutions. Customer (or Authorized User, as the case may be) is responsible for using the Tax Guardian SaaS Solution to obtain required authorizations and consents from the Authorized User through documented and approved methods.

2.3.2.

The SaaS Solution will present the Authorized User with the necessary authorizations and consents appointing Tax Guardian to serve as the Authorized User’s agent for the purposes of requesting and obtaining the User Information from the IRS and delivering to Customer the User Information. Customer (or Authorized User, as the case may be) will have the ability to define the scope of consent that is presented to the Authorized User. Customer (or Authorized User, as the case may be) is responsible for verifying the Authorized User’s identity either through utilization of the Tax Guardian SaaS Solution or manual verification as may be required by the IRS as part of the authorization and consent. Customer (or Authorized User, as the case may be) authorizes Tax Guardian to make reasonable and ordinary corrections to any Authorized User’s identifying information sufficient to enable the IRS to properly process and transmit User Information. This includes correction of obvious typographical errors or misplacement or misdescription of information by Customer (or Authorized User, as the case may be). An Authorized User may subscribe directly with Tax Guardian with respect to the SaaS Solution or any other products or services offered by Tax Guardian from time to time. Any relationship between Tax Guardian and the Authorized User with respect to the SaaS Solution or any such other products or services is solely between Tax Guardian and the Authorized User.

2.3.3. Alternative Identity Verification Procedures

If Customer or any Authorized User elects to verify an Authorized User’s identity using methods outside of the SaaS Solution, Customer (or Authorized User, as the case may be), under penalty of perjury, declares that the method and procedures followed comply with all requirements as described in Title 26 United States Code Section 6103, Title 26 Code of Federal Regulations Part 301, the Privacy Act of 1974, the Federal Information Security Modernization Act, the Freedom of Information Act, and all applicable IRS policies and practices. Tax Guardian, at its sole discretion, may require Customer (or Authorized User, as the case may be) to provide proof of Authorized User identity verification. Customer (or Authorized User, as the case may be) must provide such evidence by 5:00 p.m. the next business day following Tax Guardian’s request. Failure to provide proof or to comply with the requirements stated above will result in Customer (or Authorized User, as the case may be) being denied access to Authorized User records, suspension from the system, and/or being required to verify Authorized User identities exclusively through the Tax Guardian SaaS Solution.

2.3.4. Use of IRS TIN Matching System

If Customer (or any Authorized User, as the case may be) participates in services that include use of the Internal Revenue Service Taxpayer Identification Number Matching System (the “IRS TIN Matching System”), Customer (or Authorized User, as the case may be) agrees to:

1. Comply with all requirements of IRS Revenue Procedure 2003-9;
2. Transmit only name/TIN combinations relating to accounts with respect to which a reportable payment is made;
3. Transmit only name/TIN combinations that have not been previously transmitted by Customer (or Authorized User, as the case may be) to the IRS for matching;
4. Maintain the confidentiality of information obtained through TIN solicitation activities in accordance with the requirements of §31.3406(f)-1 of the Employment Tax Regulations; and
5. Provide the IRS with the information necessary to monitor the effectiveness of the IRS TIN Matching System.
6.  

2.3.5.

If Customer or any Authorized User fails to provide satisfactory proof of identity verification as required under this Agreement or as otherwise needed to access and use the SaaS Solution, including but not limited to the requirements set forth in the “Alternative Identity Verification Procedures” section above, Tax Guardian reserves the right, in its sole discretion and without incurring any liability, to immediately suspend or terminate Customer’s and/or the relevant Authorized User’s access to the SaaS Solution and any associated User Information. Such suspension or termination may remain in effect until the required proof is provided to the satisfaction of Tax Guardian, or, in the case of termination, indefinitely. Tax Guardian may also require that, following such failure, all future identity verifications be conducted exclusively through the Tax Guardian SaaS Solution. This remedy is in addition to any other rights or remedies available to Tax Guardian under this Agreement, at law, or in equity.

2.4. Provision and Operation of SaaS Solution

2.4.1. Provision of SaaS Solution

Tax Guardian shall provide to Customer the SaaS Solution in accordance with these Terms of Service and the Purchase Order, including the operation, provision, maintenance, and management of Tax Guardian Systems. Tax Guardian reserves the right to engage and substitute Ordinary Course Providers as it deems appropriate.

2.4.2. Service Level Commitments

Tax Guardian will use commercially reasonable efforts to make the SaaS Solution available 99.98% of the time in a given month, excluding downtime (e.g., caused by an Authorized User, caused by force majeure, scheduled maintenance, third party outages). Tax Guardian will not be able to obtain User Information on Sundays from 12:00 a.m. to 4:00 p.m. or when the IRS is experiencing downtime.

2.4.3.

The Tax Guardian Systems are programmed to perform routine backups. In the event of any loss, destruction, damage or corruption of User Information caused by the Tax Guardian Systems, Tax Guardian will, as its sole obligation and liability and as Customer’s sole remedy, use commercially reasonable efforts to restore the User Information from Tax Guardian’s then most current backup.

2.4.4. Changes to SaaS Solution

Tax Guardian reserves the right, in its sole discretion, to make any changes to the SaaS Solution and Tax Guardian Materials that it deems necessary or useful.

2.4.5.

Tax Guardian may utilize Artificial Intelligence (AI), Large Language Model (LLM), or Geospatial AI technologies in its offerings, or Tax Guardian Materials may contain material generated by such technologies. All content, features, or services generated by or incorporating AI, LLM, or Geospatial AI are provided for informational purposes only and are subject to inherent limitations. Such content may not be error-free, complete, or reliable, and should not be relied upon as professional advice or for critical decision-making. Tax Guardian disclaims all liability for any errors, inaccuracies, omissions, or reliance upon any content, features, or services generated by or incorporating AI, LLM, or Geospatial AI. Your use of any such content is at your sole risk.

2.5. Use Limitations and Reservation of Rights

As between the parties, Tax Guardian reserves all right, title and interest in and to the SaaS Solution and Tax Guardian Materials, including all Intellectual Property Rights therein, except for the limited rights to use the SaaS Solution and Tax Guardian Materials set forth above. User shall not, and shall not permit, any other person or entity to, access or use the SaaS Solution or Tax Guardian Materials except as expressly permitted by this Agreement and, in the case of Ordinary Course Providers, any applicable Ordinary User Provider license terms. Without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

2.6. Non-Assertion

You agree you shall not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, business partners, licensors, licensees or transferees, any patent infringement or other Intellectual Property Rights infringement claim with respect to the SaaS Solution or Tax Guardian Materials.

1. copy, modify or create derivative works or improvements of the SaaS Solution or Tax Guardian Materials;
2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the SaaS Solution or Tax Guardian Materials to any person or entity;
3. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the SaaS Solution software or Tax Guardian Materials, in whole or in part;
4. bypass or breach any security device or protection used by the SaaS Solution or access or use the SaaS Solution other than by an Authorized User through the use of his/ her own then valid Access Credentials;
5. use the SaaS Solution, or Tax Guardian Materials for developing any software, model, algorithm, or generative Artificial Intelligence (AI) tool, including training or using any of the foregoing with any Artificial Intelligence (AI), Large Language Model (LLM), or Geospatial AI system (such as for training, fine-tuning, grounding, or retrieval-augmented generation) or for providing data sets for such purposes, unless expressly authorized in writing by Tax Guardian;
6. input, upload, transmit or otherwise provide to or through the SaaS Solution or Tax Guardian Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
7. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the SaaS Solution, Tax Guardian Systems or Tax Guardian’s provision of services to any third party, in whole or in part;
8. remove, delete, alter or obscure proprietary rights notices or disclaimers from the Tax Guardian Materials;
9. access or use the SaaS Solution or Tax Guardian Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Tax Guardian Authorized User), or that violates any Applicable Law; or
10. access or use the SaaS Solution or Tax Guardian Materials for purposes of competitive analysis of the SaaS Solution or Tax Guardian Materials, the development, provision or use of a competing software service or product or any other purpose that is to Tax Guardian’s detriment or commercial disadvantage.
    
    
    

2.7. Suspension or Termination of SaaS Solution Access

Tax Guardian may, directly or indirectly, including by use of a Tax Guardian Disabling Device or any other lawful means, suspend, terminate or otherwise deny Customer’s or any other User’s or person’s access to or use of all or any part of the SaaS Solution without incurring any resulting obligation or liability, if:

1. Tax Guardian receives a judicial or other governmental demand or order, subpoena or law enforcement request that requires Tax Guardian to do so;
2. Customer fails to pay any undisputed amounts due under this Agreement within ten days following written notice thereof; or
3. Tax Guardian believes, in its discretion, that: (i) Customer has failed to comply with any material term of this Agreement; (ii) Customer is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with the SaaS Solution; (iii) this Agreement expires or is terminated; (iv) Customer has failed to maintain the Customer Systems such that Tax Guardian’s performance hereunder is no longer practicable; or (v) Customer’s use of the SaaS Solution poses a security risk or threat to the function of the SaaS Solution, or to Tax Guardian, its Affiliates, any TP Cloud Provider or any other third party. Tax Guardian will restore Customer’s suspended access and use rights promptly after Customer resolves the issue giving rise to the limitation (if resolvable) and Customer agrees to such restoration of the SaaS Solution service. This Section does not limit any of Tax Guardian’s other rights or remedies, whether at law, in equity or under this Agreement.
   
   
   

2.8. Notice of Alleged Infringement

2.8.1.

If you are an intellectual property owner, or authorized to act on behalf of one, or authorized to act under any exclusive intellectual property right, please report alleged infringements on or through the Platform by submitting a complete Notice of Alleged Infringement as described below and delivering it to Tax Guardian. Upon receipt of the Notice, Tax Guardian will take whatever action, in its sole discretion, it deems appropriate, including removal of the alleged infringing content from the Platform.

1. Provide your mailing address, telephone number, and, if available, email address.
2. Identify the intellectual property that you claim has been infringed by providing a comprehensive list of items (works, trademarks, etc.). If your work is registered with the United States Patent and Trademark Office, United States Copyright Office, or other intellectual property office or jurisdiction, you must include copies of registration certificates or information sufficient to confirm such work is protected.
3. Identify the material you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and provide information reasonably sufficient to permit us to locate the material, including, if applicable, the URL of the link shown on the Platform where such material may be found.
4. Provide your full legal name and electronically sign and affirm the following statement: “I hereby affirm that I have a good faith belief that the disputed use of the material is not authorized by the owner, its agent, or the law (e.g., as a fair use). I affirm that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the Intellectual Property or of an exclusive right under the Intellectual Property that is allegedly infringed.”
5. Deliver this Notice, with all items completed, to Tax Guardian by email to Admin@TaxGuardian.com.

3. Fees; Payment Terms

3.1. Fees

Customer shall pay Tax Guardian the fees set forth in the Purchase Order (“Fees”). Unless otherwise set forth in a Purchase Order, Customer shall pay all Fees in U.S. dollars within 30 days after the date of the invoice therefor without deduction or setoff. If Customer fails to make any payment when due, then in addition to all other remedies that may be available (a) Tax Guardian may charge interest on the past due amount at a rate equal to the lesser of 1% per month or the highest rate allowed by Applicable Law; and (b) Customer shall reimburse Tax Guardian for all costs incurred by Tax Guardian in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees.

3.2. Fee Increases

Unless otherwise set forth in a Purchase Order, Tax Guardian may increase Fees no more than once every twelve (12) months or at any renewal of a Purchase Order by providing written notice to Customer at least sixty (60) calendar days prior to the change or beginning of the renewal. Additional Charges. Out-of-pocket expenses, if any, shall be billed to Customer as set forth in a Purchase Order.

3.3. Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for such taxes and similar assessments, including all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Tax Guardian’s income.

3.4. Fee Dispute

If Customer objects to any portion of an invoice in good faith, Customer shall so notify Tax Guardian identifying the specific cause of the disagreement and the amount in dispute in writing no later than the date the invoice is otherwise due for payment. Customer shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Terms of Service. Any dispute over invoiced amounts due that cannot be resolved within thirty (30) calendar days after Customer notifies Tax Guardian of the dispute by direct negotiation between the Parties shall be resolved in accordance with the Dispute Resolution provisions of this Terms of Service.

4. Data

4.1. User Data

As between Customer (or Authorized User, as the case may be) and Tax Guardian, Customer is and will remain the sole and exclusive owner of all rights, title, and interest in and to all User Data. Tax Guardian is providing the SaaS Solution hereunder as a service provider to Customer and Tax Guardian shall only process User Data: (1) to provide the SaaS Solution and related obligations under this agreement; (2) to retain and employ another service provider as a subcontractor; (3) for internal use to build or improve the quality of its services; (4) to detect data security incidents, or protect against fraudulent or illegal activity; (5) to comply with Applicable Laws; (6) to comply with a civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities; (7) to cooperate with law enforcement agencies concerning conduct or activity that Tax Guardian or a third party believes may violate law; (8) to exercise or defend legal claims; or (9) as authorized by Customer.

4.2. Protection of User Data

Tax Guardian will implement and maintain reasonable and appropriate technical, physical, and administrative safeguards designed to secure User Data against accidental or unlawful loss, access or disclosure. The data protection addendum located in our Data Protection Addendum describes the privacy and security obligations related to Tax Guardian’s handling of User Data.

4.3. Usage Data

As between the parties, Tax Guardian owns, without restriction, all rights, including all Intellectual Property Rights, in the statistical usage data derived from the operation of the SaaS Solution, including data regarding web applications utilized in connection with the SaaS Solution, configurations, log data, and the performance results for the services (“Usage Data”). Tax Guardian retains all rights, title and interest in and to any derivative works, analytical insights, models (including Large Language Learning Models), algorithms or other by-products generated through the processing, analysis or aggregation of such data, provided that such derivate data does not identify the Customer personally, without consent.

4.4. User Information

All rights in and to the User Information are and will remain with the Authorized User to whom the User Information pertains. Customer has no right, license, or authorization with respect to any of the User Information except as granted to and authorized in writing by the Authorized User.

4.5. Fair Credit Reporting Act

The parties agree that for purposes of this Agreement Tax Guardian is operating as a consumer reporting agency, as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) (“FCRA”) and Customer is a furnisher as that term is defined under the FCRA, each party having obligations and responsibilities under the FCRA. The parties acknowledge that the User Information will be used only for purposes permissible by the FCRA and any other relevant federal and state laws, rules, and regulations. The parties acknowledge their respective obligations under the FCRA and compliance with these obligations.

4.6.

A notice informing furnishing parties of their obligations under the FCRA is available on the SaaS Solution, as well as from the Federal Trade Commission and the Consumer Financial Protection Board (see https://consumer.ftc.gov/system/files/consumer_ftc_gov/pdf/notice-to-furnishers.pdf)

5. Confidentiality

5.1. Confidential Information

In connection with this Agreement, each party may disclose or make available Confidential Information to the other party. Subject to Section 8.2, “Confidential Information” means the terms of this Agreement and all non-public information of the disclosing party in any form or medium, including, but not limited to, information consisting of or relating to the disclosing party’s technology, trade secrets, know-how, business operations, plans, strategies, Customers and pricing, and information with respect to which the disclosing party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”.

5.2. Exclusions

Confidential Information does not include information that the receiving party can demonstrate by written or other documentary records: (a) was rightfully known to the receiving party without restriction on use or disclosure prior to such information’s being disclosed or made available to the receiving party in connection with this Agreement; (b) was or becomes generally known by the public other than by the receiving party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the receiving party on a non-confidential basis from a third party that, to the receiving party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the receiving party can demonstrate by written or other documentary records was or is independently developed by the receiving party without reference to or use of any Confidential Information of the disclosing party.

5.3. Protection of Confidential Information

The receiving party shall (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement, and (b) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. Except as may be permitted by and subject to its compliance with Section 6.4, the receiving party shall not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; and (ii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 5. The receiving party shall ensure its Representatives’ compliance with and be responsible and liable for any of its Representatives’ non-compliance with the terms of this Section 5.

5.4. Compelled Disclosures

If the receiving party is compelled by Applicable Law to disclose any Confidential Information then, to the extent permitted by Applicable Law, the receiving party shall: (a) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy; and (b) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the disclosing party waives compliance or, after providing the notice and assistance required under this Section, the receiving party remains required by law to disclose any Confidential Information, the receiving party shall disclose only that portion of the Confidential Information that, on the advice of the receiving party’s legal counsel, the receiving party is legally required to disclose and, on the disclosing party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

6. Term And Termination

6.1. Term

This Agreement will continue for the period set forth in the Purchase Order, unless the Agreement is earlier terminated as set forth in this Agreement.

6.2. Termination

A party may terminate this Agreement for convenience subject to the timeframe listed in the Purchase Order by notifying the other party in writing. A party may terminate the Agreement by notifying the other party in writing:

1. if the other party commits a material breach of this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the breaching party receives written notice of such breach from the non-breaching party; or
2. if the other party (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   
   
   

6.3. Effect of Expiration or Termination

Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

1. all rights, licenses, consents and authorizations granted by Tax Guardian hereunder will immediately terminate.
2. Tax Guardian may disable all Authorized User access to the SaaS Solution and Tax Guardian Materials. Tax Guardian shall, within 30 days of termination, (i) return or destroy all Contracting Entity Data and Contracting Entity Confidential Information, (ii) permanently erase all Contracting Entity Data and Contracting Entity’s Confidential Information from all systems that Tax Guardian directly or indirectly controls; and (iii) upon request, certify to Contracting Entity in a signed, written instrument that it has complied with the requirements of this Section; except that Tax Guardian is not required, in connection with the foregoing obligations, to delete Contracting Entity’s Confidential Information or Contracting Entity Data held electronically in archive or backup systems in accordance with Tax Guardian’s general systems archiving or backup policies or which cannot reasonably be separated from User Information stored by Tax Guardian.
   
   
   

6.4. Surviving Terms

Any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement, including but not limited to Sections 3, 5, 6.3, 6.4, 7.2, 8, 9, 10, 11, 12, 13, and 16.

6.5.

At Tax Guardian, we value transparency and strive to provide our Contracting Entities and consumers with full control over their account and subscription. This policy outlines how a Contracting Entity or consumer may cancel their services or delete their account with us.

6.6. How to Cancel Your Subscription

6.6.1.

A Contracting Entity or consumer may cancel their subscription at any time by logging into their Tax Guardian dashboard and selecting the “Cancel Subscription” option located in the Account Settings section.

6.6.2. Upon cancellation:

1. Your access to Tax Guardian SaaS Solution will continue through the end of your current billing cycle.
2. No further charges will be incurred after the effective cancellation date.
3. You will receive an email confirmation of your cancellation.
   
   

6.6.3. Account Deletion

6.6.3.1.

If a Contracting Entity or consumer wishes to permanently delete their account and all associated data, they may do so via the “Delete Account” option in the dashboard.

6.6.3.2. Please note:

1. Deleting an account is irreversible. All account data, including historical records, monitoring reports, and Contracting Entity’s or consumer’s information, will be permanently erased and cannot be recovered.
2. Tax Guardian may retain limited data as required by law or for compliance purposes.
   
   
   

6.6.4. Refunds

Tax Guardian does not offer refunds for partial billing periods, unused services, or account deletion requests made mid-cycle. Any exception to this policy will be reviewed on a case-by-case basis at the sole discretion of Tax Guardian.

6.6.5. Termination by Tax Guardian

We reserve the right to suspend or terminate a Contracting Entity’s or consumer’s account for violations of our Terms of Service or misuse of our SaaS Solution. In such cases, the Contracting Entity or consumer may not be eligible for a refund.

6.6.6. Contact Us

If you need help with cancellation or have questions about your account, please contact our Support Team at support@taxguardian.com.

7. Representations and Warranties

7.1. Mutual Representations and Warranties

Each party represents and warrants to the other party that: (a) it is a real person or company duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; and (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement and its performance hereunder does not breach any other agreement to which it is bound.

7.2. DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SAAS SOLUTION AND TAX GUARDIAN MATERIALS ARE PROVIDED “AS IS,” AND TAX GUARDIAN HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TAX GUARDIAN MAKES NO WARRANTY OF ANY KIND THAT THE SAAS SOLUTION OR TAX GUARDIAN MATERIALS WILL MEET A CONTRACTING ENTITY’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE, AND THAT ANY USER INFORMATION WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TAX GUARDIAN EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR RELIANCE UPON ANY CONTENT GENERATED BY ARTIFICIAL INTELLIGENCE (AI), LARGE LANGUAGE MODELS (LLM), OR GEOSPATIAL AI, WHETHER PROVIDED BY TAX GUARDIAN OR THIRD PARTIES THROUGH THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT ANY USE OF OR RELIANCE UPON SUCH AI-GENERATED CONTENT IS AT YOUR SOLE RISK.

8. Indemnification

8.1. Tax Guardian Indemnification

Tax Guardian shall defend any claim brought by a third party against a Contracting Entity that a Contracting Entity’s or an Authorized User’s use of the SaaS Solution or Tax Guardian Materials in compliance with this Agreement infringes a U.S. Intellectual Property Right, and shall indemnify the Contracting Entity for any award of damages and costs made against the Contracting Entity in a final judgment by a court of competent jurisdiction, or any amount in settlement, arising out of the claim. The foregoing obligation does not apply to the extent arising out of or relating to any: (a) access to or use of the SaaS Solution or Tax Guardian Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized writing by Tax Guardian; (b) modification of the SaaS Solution or Tax Guardian Materials other than by Tax Guardian or its agents; (c) Contracting Entity Data, User Data or any other materials not provided by Tax Guardian; or (d) abuse, misuse, alteration or use of the SaaS Solution or (d) any act, omission or other matter described in Section 8.2 whether or not the same results in any claim against Tax Guardian or a Contracting Entity. If either of the SaaS Solution or Tax Guardian Materials are, or in Tax Guardian’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if a Contracting Entity’s or any Authorized User’s use of the SaaS Solution or Tax Guardian Materials is enjoined or threatened to be enjoined, Tax Guardian may, at its option and sole cost and expense: (i) obtain the right for the Contracting Entity to continue to use the SaaS Solution and Tax Guardian Materials materially as contemplated by this Agreement; (ii) modify or replace the SaaS Solution and Tax Guardian Materials, in whole or in part, to seek to make the SaaS Solution and Tax Guardian Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality; or (iii) by written notice to the Contracting Entity, terminate this Agreement, and require the Contracting Entity to immediately cease any use of the SaaS Solution and Tax Guardian Materials, in which case Tax Guardian shall return to the Contracting Entity a prorated portion (calculated on a daily basis as of the date of notification of termination by Tax Guardian) of any license fees which have been prepaid for the period of time for which the Contracting Entity will no longer receive access to the SaaS Solution. THIS SECTION SETS FORTH THE CONTRACTING ENTITY’S SOLE REMEDIES AND TAX GUARDIAN’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE TAX GUARDIAN MATERIALS OR SAAS SOLUTION INFRINGES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.

8.2. Contracting Entity Indemnification

A Contracting Entity shall defend, indemnify, and hold Tax Guardian and its third-party suppliers or licensors, their business partners, and their respective employees, officers, directors, managers, and representatives (each an “Indemnitee”) harmless from any losses, damages, liabilities, judgments, penalties, fines, costs, and expenses (including attorneys’ fees and court costs) suffered or incurred by any Indemnitee arising out of or incident to: (i) any User’s or other person’s unauthorized use of or access to the SaaS Solution, or violation of Applicable Laws; (ii) any breach by User or other person of these Terms, including representations and warranties; or (iii) any act, omission, or misconduct of User or other person using or accessing the SaaS Solution.

8.3. Indemnification Procedure

Each party shall promptly notify the other party in writing of any claim for which such party believes it is entitled to be indemnified. The indemnified party shall cooperate with the indemnifying party at the Indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such claim and shall employ counsel to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnified party’s failure to perform any obligations under this Section 8.3 will not relieve the indemnifying party of its obligations under this Section 8 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

9. Limitations of Liability

9.1. EXCLUSION OF DAMAGES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, CONTENT, BUSINESS, OPPORTUNITIES, REVENUES, OR ANTICIPATED SAVINGS (EVEN IF ADVISED OF SUCH POSSIBILITIES), OR DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS IN CONNECTION WITH THE SAAS SOLUTION. THIS ALSO INCLUDES DAMAGES ARISING OUT OF OR CONNECTED WITH: (I) ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SYSTEM OR ANY SERVICE; (II) PROVISION OR FAILURE TO PROVIDE ANY TAX GUARDIAN SERVICE; (III) ANY INFORMATION, SOFTWARE, PRODUCT, SERVICE, DATA, FILE, CONTENT, OR MATERIALS STORED ON, OBTAINED THROUGH, UPLOADED TO, OR DOWNLOADED FROM THE SAAS SOLUTION, OR ANY DAMAGE, CORRUPTION, OR LOSS THEREOF; (IV) THE COST OF PROCURING SUBSTITUTE SERVICES OR CONTENT; OR (V) ANY ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, ANY CONTENT OR MATERIALS.

9.2. LIABILITY CAP

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR VIOLATION OF THE LICENSE RESTRICTIONS REGARDING THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT, WHETHER IN, TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL FEES PAID BY A CONTRACTING ENTITY TO TAX GUARDIAN DURING THE 12-MONTH PERIOD PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE LIABILITY AT ISSUE OCCURRED. IF THE FIRST SUCH CLAIM IS MADE DURING THE FIRST 12 MONTHS OF THE TERM, THEN FOR PURPOSES OF CALCULATING THE LIABILITY LIMIT UNDER THIS SECTION, THE AMOUNT OF FEES RECEIVED DURING THE PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY SHALL BE ANNUALIZED. WITH RESPECT TO A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER DURING THE TERM SHALL NOT EXCEED THREE TIMES (3X) THE TOTAL FEES PAID BY A CONTRACTING ENTITY TO TAX GUARDIAN DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE LIABILITY AT ISSUE OCCURRED. IF THE FIRST SUCH CLAIM IS MADE DURING THE FIRST TWELVE MONTHS OF THE TERM, THEN FOR PURPOSES OF CALCULATING THE LIABILITY LIMIT UNDER THIS SECTION, THE AMOUNT OF FEES RECEIVED DURING THE PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY SHALL BE ANNUALIZED.

10. Force Majeure

10.1. Force Majeure

In no event will either party be liable or responsible to the other party or be deemed to have defaulted under or breached this Agreement, for a Force Majeure Event. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of ninety (90) days or more. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

11. Governing Law

11.1. Governing Law

This Agreement is governed by the laws of the State of Oklahoma, without regard to any conflict-of-law provisions.

12. Dispute Resolution

12.1. AGREEMENT TO ARBITRATE

YOU AND TAX GUARDIAN AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING FROM OR RELATING TO THE USE OF THE SAAS SOLUTION OR THESE TERMS (INCLUDING THEIR BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY), OR THE USE OF THE WEBSITE (COLLECTIVELY, “DISPUTES”), WILL BE SETTLED BY BINDING ARBITRATION. HOWEVER, EACH PARTY RETAINS THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF (AND ASSOCIATED LEGAL RELIEF) IN A COURT OF COMPETENT JURISDICTION TO PREVENT ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ITS INTELLECTUAL PROPERTY RIGHTS. YOU ACKNOWLEDGE AND AGREE THAT BOTH YOU AND TAX GUARDIAN WAIVE THE RIGHT TO A JURY TRIAL. THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY HAVE INSTEAD CHOSEN TO HAVE ALL DISPUTES DECIDED THROUGH INDIVIDUAL ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “AAA RULES”) THEN IN EFFECT, EXCEPT AS MODIFIED BY THIS “DISPUTE RESOLUTION” SECTION. THE AAA RULES ARE AVAILABLE AT WWW.ADR.ORG/RULES. THIS AGREEMENT TO ARBITRATE EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE, AND THUS THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. IF YOU INTEND TO SEEK ARBITRATION, YOU MUST FIRST SEND A WRITTEN DEMAND FOR ARBITRATION (“DEMAND”) BY FIRST-CLASS MAIL, FEDEX, OR UPS WITHIN THE APPLICABLE STATUTE OF LIMITATIONS, DELIVERED TO TAX GUARDIAN. THE DEMAND MUST DESCRIBE THE CLAIM’S NATURE, BASIS, AND SPECIFIC RELIEF SOUGHT. IF THE PARTIES CANNOT REACH AN AGREEMENT WITHIN 30 DAYS AFTER TAX GUARDIAN’S RECEIPT OF THE DEMAND, EITHER PARTY MAY INITIATE ARBITRATION PROCEEDINGS. A FORM TO INITIATE ARBITRATION IS AVAILABLE ON THE AAA SITE AT WWW.ADR.ORG. IN ADDITION TO FILING THIS FORM WITH THE AAA, THE INITIATING PARTY MUST MAIL A COPY TO THE OPPOSING PARTY AT TAX GUARDIAN. THE ARBITRATOR WILL BE EITHER A RETIRED JUDGE OR AN ATTORNEY LICENSED IN OKLAHOMA, SELECTED BY THE PARTIES FROM THE AAA’S ROSTER OF CONSUMER DISPUTE ARBITRATORS. IF THE PARTIES CANNOT AGREE ON AN ARBITRATOR WITHIN SEVEN (7) DAYS OF DEMAND DELIVERY, THE AAA WILL APPOINT THE ARBITRATOR ACCORDING TO THE AAA RULES. UNLESS YOU AND TAX GUARDIAN OTHERWISE AGREE, THE ARBITRATION WILL BE CONDUCTED IN OKLAHOMA COUNTY, OKLAHOMA, UNITED STATES. IF YOUR CLAIM DOES NOT EXCEED $10,000, THEN THE ARBITRATION WILL BE CONDUCTED SOLELY ON THE BASIS OF DOCUMENTS YOU AND TAX GUARDIAN SUBMIT TO THE ARBITRATOR, UNLESS YOU REQUEST A HEARING, OR THE ARBITRATOR DETERMINES THAT A HEARING IS NECESSARY. IF YOUR CLAIM EXCEEDS $10,000, YOUR RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES. SUBJECT TO THE AAA RULES, THE ARBITRATOR WILL HAVE THE DISCRETION TO DIRECT A REASONABLE EXCHANGE OF INFORMATION BY THE PARTIES, CONSISTENT WITH THE EXPEDITED NATURE OF THE ARBITRATION. THE ARBITRATOR WILL RENDER AN AWARD WITHIN THE TIMEFRAME SPECIFIED IN THE AAA RULES, INCLUDING ESSENTIAL FINDINGS AND CONCLUSIONS. JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT WITH JURISDICTION. THE ARBITRATOR’S AWARD DAMAGES MUST COMPLY WITH THE “LIMITATION OF LIABILITY” SECTION REGARDING TYPES AND AMOUNTS OF DAMAGES. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE CLAIMANT’S INDIVIDUAL CLAIM. THE PREVAILING PARTY IN ARBITRATION SHALL ALSO BE ENTITLED TO RECOVER ITS COSTS AND ATTORNEYS’ FEES INCURRED IN THE ARBITRATION AND ANY ACTION TO ENFORCE THE AWARD. YOUR RESPONSIBILITY TO PAY ANY AAA FILING, ADMINISTRATIVE AND ARBITRATOR FEES WILL BE SOLELY AS SET FORTH IN THE AAA RULES.

12.2. CLASS ACTION WAIVER

YOU HEREBY WAIVE, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. THE FOREGOING WAIVER IS REFERRED TO HEREIN AS THE “CLASS ACTION WAIVER”. THE PARTIES AGREE THAT NO ARBITRATOR SHALL HAVE AUTHORITY TO CONDUCT ANY ARBITRATION IN VIOLATION OF THE CLASS ACTION WAIVER OR TO ISSUE ANY RELIEF THAT APPLIES TO ANY PERSON OR ENTITY OTHER THAN THE PARTIES INDIVIDUALLY. FURTHERMORE, UNLESS BOTH YOU AND TAX GUARDIAN AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. THE PARTIES ACKNOWLEDGE THAT THIS CLASS ACTION WAIVER IS MATERIAL AND ESSENTIAL TO THE ARBITRATION OF ANY CLAIMS AND IS NON-SEVERABLE FROM THIS DISPUTE RESOLUTION SECTION. IF THE CLASS ACTION WAIVER IS VOIDED, FOUND UNENFORCEABLE, OR LIMITED WITH RESPECT TO ANY CLAIM FOR WHICH THE BORROWER SEEKS CLASS-WIDE RELIEF, THEN THIS DISPUTE RESOLUTION SECTION (EXCEPT FOR THIS SENTENCE) SHALL BE NULL AND VOID WITH RESPECT TO SUCH CLAIM, SUBJECT TO THE RIGHT TO APPEAL THE LIMITATION OR INVALIDATION OF THE CLASS ACTION WAIVER. HOWEVER, THIS DISPUTE RESOLUTION SECTION SHALL REMAIN VALID WITH RESPECT TO ALL OTHER CLAIMS AND DISPUTES. THE PARTIES ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL A CLASS ACTION BE ARBITRATED.

13. Equitable Relief

13.1. Equitable Relief

A breach or threatened breach by a party of any of its restrictions on use or disclosure in Section 2.4, 4.2, or 5 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

14. Notices

14.1. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement have binding legal effect only if in writing and addressed to a party at its address in the Purchase Order (or to such other address or such other person that such party may designate from time to time in accordance with this Section). Notices will be deemed effectively given: (a) upon receipt when delivered in person or by nationally recognized overnight courier; (b) two days after the date mailed by certified or registered mail, return receipt requested, postage prepaid; or (c) if sent by email, upon confirmation of receipt or upon delivery if sent by email via a commercially available email service.

15. Assignment

15.1. Assignment

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement as a whole to an Affiliate or in connection with the sale of all or substantially all of the business or assets of such party including any merger, consolidation, or other reorganization of such party. Any purported assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

16. Miscellaneous

16.1. Miscellaneous

The parties are independent contractors and their relationship is nonexclusive. Nothing contained in this Agreement shall be construed as creating any agency, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. There are no third-party beneficiaries to this Agreement. Except as expressly provided above in Section 1, no waiver, amendment or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.

17. Glossary

17.1.

“Affiliate” means any entity that is directly or indirectly Controlled by, Controlling, or under common Control with an entity, where “control” used above means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

17.2.

“Applicable Law” means with respect to any person or entity any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction that is binding upon or applicable to such person or entity.

17.3.

“Force Majeure Event” means any act, event or cause, except in relation to obligations to make payments under this Agreement, beyond the reasonable control of the party affected by that event and not otherwise due to such party’s negligence including, without limitation, any act of God or any public enemy, fire, flood, epidemic, pandemic, breakdown of or damage to equipment or facilities, inability to obtain or unavailability of materials, strikes, war, sabotage, riot, national emergency, embargo, decree or order of any government, governmental authority or court. With respect to Tax Guardian, a “Force Majeure Event” also includes failures or delays arising from or related to a TP Cloud Provider’s acts or omissions.

17.4.

“Tax Guardian Materials” means the SaaS Solution, documentation and Tax Guardian Systems and all other information, data, documents, materials, works, devices, and other technologies and inventions, including any deliverables, technical or functional descriptions, or requirements, that are provided or used by Tax Guardian or any Ordinary Course Providers in connection with the SaaS Solution or that otherwise comprise or relate to the SaaS Solution or Tax Guardian Systems.

17.5.

“Artificial Intelligence (AI)” means any system, software, or process that simulates human intelligence, including but not limited to machine learning, deep learning, natural language processing, and generative models.

17.6.

“Geospatial AI” means any artificial intelligence system or model that processes, analyzes, or generates data related to geographic locations, mapping, or spatial analysis.

17.7.

“Large Language Model (LLM)” means any artificial intelligence model trained on large datasets to generate, understand, or process human language, including but not limited to models such as OpenAI’s GPT series, Google’s BERT, and similar technologies.

17.8.

“Access Credentials” means any username, identification number, password, license or security key, security token, PIN or other security code, method, technology, or device used, alone or in combination, to verify a User’s identity and authorization to access and use the SaaS Solution.

17.9.

“Authorized User” means one individual natural person, whether an employee, contractor, or customer of a Contracting Entity or a direct subscriber, who is registered by a Contracting Entity or consumer in the SaaS Solution to use the Tax Guardian SaaS Solution. An Authorized User must be identified by a unique username, and two or more persons may not use the Tax Guardian SaaS Solution as the same Authorized User. If the Authorized User is not an employee of a Contracting Entity, use of the Tax Guardian SaaS Solution will be allowed only if the Authorized User is under confidentiality obligations with the Contracting Entity at least as restrictive as those in the Terms of Service and is accessing or using the Tax Guardian SaaS Solution solely to support the Contracting Entity’s and/or its Affiliates’ internal business purposes or, in the case of a direct subscriber, their own personal or business purposes.

17.10.

“Contracting Entity” means any business, organization, or other legal entity that enters into a Purchase Order with Tax Guardian for the purpose of subscribing to and using the SaaS Solution. A Contracting Entity may include, but is not limited to, corporations, partnerships, limited liability companies, non-profit organizations, government agencies, or other entities recognized by law. The Contracting Entity may authorize its employees, contractors, or customers to access and use the SaaS Solution as Authorized Users, subject to the terms and conditions of the Agreement and the applicable Purchase Order. The rights and obligations of the Contracting Entity under the Agreement apply to all such Authorized Users acting on its behalf or under its direction in connection with the SaaS Solution. For clarity, a Contracting Entity is distinguished from an individual consumer who subscribes to the SaaS Solution for personal or individual business use.

17.11.

“Customer” means a Contracting Entity or a general consumer who has directly subscribed to the SaaS Solution via a Purchase Order. Where the context refers to an individual accessing the SaaS Solution, the term ‘Authorized User’ is used.

17.12.

“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner (i) any computer, software, firmware, hardware, system, or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (b) prevent User or any Authorized User from accessing or using the SaaS Solution or Tax Guardian Systems as intended by this Agreement. Harmful Code does not include any Tax Guardian Disabling Device.

17.13.

“Intellectual Property Rights” means, with respect to any thing, material or work (hereinafter, a “Work”): (a) any and all worldwide copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights and legal protections in and to such Work including but not limited to all rights under treaties and conventions and applications related to any of the foregoing; (b) all patents, patent applications, registrations and rights to make applications and registrations for the foregoing; (c) all goodwill associated with the foregoing; (d) all renewals, extensions, reversions or restorations of all such rights; (e) all works based upon, derived from, or incorporating the Work; (f) all income, royalties, claims, and payments now or hereafter due or payable with respect thereto; (g) all causes of action, either in law or in equity for past, present or future infringement based on the Work; (h) all rights corresponding to each of the foregoing throughout the world; and (i) all the rights embraced or embodied therein, including but not limited to, the right to duplicate, reproduce, copy, distribute, publicly perform, display, license, adapt, prepare derivative works from the Work, together with all physical or tangible embodiments of the Work.

17.14.

“IRS” means the United States Internal Revenue Service.

17.15.

“Ordinary Course Services” means the services provided by Ordinary Course Providers in support of the SaaS Solution, including but not limited to onboarding, authorization facilitation, identity verification, data processing, cloud hosting, maintenance, and other services that are necessary or useful for the operation, provision, or management of the SaaS Solution, as determined by Tax Guardian in its sole discretion and provided in the ordinary course of its business.

17.16.

“Purchase Order” means (a) an ordering document executed by Customer and Tax Guardian that references these Terms of Service and sets forth the specific terms, conditions, and details of Customer’s subscription to the SaaS Solution, including but not limited to the scope of services, fees, and any additional terms agreed by the parties; or (b) an online order or other electronic purchase process completed by an individual customer through the Tax Guardian website or platform, which sets forth the applicable subscription details, scope of services, fees, and any additional terms presented at the time of purchase. For clarity, Purchase Orders may be entered into by individual customers online or by Contracting Entities through a direct contract, or other agreed ordering processes as may be determined by Tax Guardian from time to time.

17.17.

“Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, Ordinary Course Providers and legal advisors.

17.18.

“SaaS Solution” means the software as a service available through www.TaxGuardian.com that provides a conduit through which users can receive User Information about Users at the request, and with the authorization of, such Users.

17.19.

“Support Services” means the services that Tax Guardian offers to Users to assist with questions about and problems with the SaaS Solution.

17.20.

“Tax Guardian Disabling Device” means any software, hardware or other technology, device or means used by Tax Guardian or its designee to disable User’s or any Authorized User’s access to or use of the SaaS Solution automatically with the passage of time or under the positive control of Tax Guardian or its designee.

17.21.

“Tax Guardian Personnel” means all individuals involved in the performance hereunder as employees, agents or independent contractors of Tax Guardian or any Ordinary Course Providers.

17.22.

“Tax Guardian Systems” means the information technology infrastructure used by or on behalf of Tax Guardian in providing the SaaS Solution, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Tax Guardian or through the use of third-party services.

17.23.

“TP Cloud Provider” means a third-party service provider who provides cloud services, including hosting services, to Tax Guardian and/or its service providers with respect to infrastructure, databases, and operations necessary for Tax Guardian to perform hereunder.

17.24.

“User Data” means information, data and other content that is collected, downloaded, or otherwise received, directly or indirectly from a User or an Authorized User by or through the SaaS Solution, including the information submitted by or about Authorized Users. User Data does not include User Information.

17.25.

“User Identification Number” or “TIN” means a unique employer identification number, social security number or individual Authorized User identification number.

17.26.

“User Information” means an Authorized User’s or individual User’s IRS account transcript(s) and tax return information available from the IRS, which Tax Guardian may collect with the User’s consent. Such consent may be granted to Tax Guardian through an Internal Revenue Code Section 7216 consent document or other such form processed directly through the SaaS Solution or by other means permitted by applicable law.

17.27.

“User Systems” means User’s information technology infrastructure, including, without limitation any on-premises components required to enable or fully leverage the SaaS Solution, as well as computers, software, hardware, databases, electronic systems and networks, whether operated directly by User or through the use of third-party service providers.

17.28.

“User” means, as the context requires, (a) any individual or entity who accesses or uses the Website, whether or not they access or are granted access to the SaaS Solution, (b) a Contracting Entity or consumer who subscribes to the SaaS Solution, (c) an Authorized User, or (d) any individual whose data is processed by Tax Guardian in connection with the Website or the SaaS Solution.

17.29.

“Ordinary Course Providers” means any third-party service provider, including but not limited to TP Cloud Providers, engaged by Tax Guardian in the ordinary course of its business to support, facilitate, or enable the provision, operation, maintenance, or management of the SaaS Solution or related services, and not specifically engaged for or on behalf of a particular User or Contracting Entity. Ordinary Course Providers may include, without limitation, providers of onboarding and authorization facilitation solutions, cloud hosting services, data processing, identity verification, and other ancillary services necessary for the delivery of the SaaS Solution.

18. How to Contact Us

If you have any questions regarding these Terms or our privacy practices, you can contact us at:

Data Protection Addendum

This Data Protection Addendum (this “Addendum”) is made a part of the Agreement to which it is attached. This Addendum sets forth additional protections regarding User Data.

1. Definitions

In addition to any terms defined elsewhere in the Addendum or Agreement, the following terms have the following meanings:

1.1.

“Data Protection Laws” means all Applicable Laws regarding the privacy, security, or Processing of Personal Information.

1.2.

“Personal Information” means any information constituting User Data (1) relating to an identified or identifiable natural person; and (2) any information defined as “personally identifiable information,” “personal information,” “personal data” or similar terms as such terms are defined under Applicable Laws that Tax Guardian processes in connection with the SaaS Solution hereunder.

1.3.

“Security Incident” means any unauthorized access to, or use or disclosure of, Personal Information in Tax Guardian’s possession or control.

1.4.

“Processed”, “Process” and “Processing” means any operation or set of operations which is performed on User Data or on sets of User Data, whether or not by automated means, such as creation, collection, sale, retention, deidentification, aggregation, accessing, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, transmission, disclosure, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

2. Compliance

Tax Guardian shall comply with all applicable Data Protection Laws. Tax Guardian also shall maintain an appropriate level of data security certification established by a qualified third-party certification body and regularly obtain an assessment of its Security Program (as defined below) consistent with industry best practices. In its use of the SaaS Services, User will comply with the Data Protection Laws, including any applicable requirements to provide notice to and/or obtain consent from individuals for Processing of User Data. User shall be solely responsible for the accuracy, quality, and legality of User Data and the means by which User acquired User Data.

3. Security Program

Tax Guardian has implemented and will maintain a comprehensive written privacy and data security program (“Security Program”) that complies with Data Protection Laws; incorporates appropriate administrative, technical, and physical safeguards designed to ensure the security, confidentiality, integrity, and availability of User Data, to protect against any threats or hazards to the security, confidentiality, integrity, or availability of User Data, and to protect against unauthorized Processing of User Data (including unauthorized access to, use of, and disclosure of User Data). Tax Guardian’s Security Program shall include at least the following safeguards:

3.1.

Appropriate user authentication controls, including secure methods of assigning, selecting, and storing access credentials, restricting access to active users, blocking access after a reasonable number of failed authentication attempts, and multi-factor authentication;

3.2.

Appropriate secure access controls, including controls that limit access to User Data to individuals that have a need-to-know, supported by policies, protocols and controls to facilitate access authorization, establishment, modification, and termination;

3.3.

Appropriate ongoing training and awareness programs designed to ensure workforce members and others acting on Tax Guardian’s behalf are aware of and adhere to Security Program policies, procedures, and protocols, including training on Tax Guardian’s privacy and data security obligations, Tax Guardian’s administrative, physical, and technical safeguards, handling, use, and disposal of User Data, and threats to the privacy, confidentiality, integrity, availability, or security of User Data, including social engineering, phishing, and hacking threats;

3.4.

Appropriate monitoring of systems and other technical security measures, including firewall protection, antivirus protection, security patch management, logging of access to or use or disclosure of data, and intrusion detection;

3.5.

Appropriate business resumption, data backup, continuity, and contingency plans and safeguards and disaster recovery plans and safeguards, including at a minimum a disaster recovery/business continuity plan (“BCP”) designed to ensure that Tax Guardian can continue to provide the services and protect User Data in compliance with the Agreement and this Addendum in the event of: (i) a disaster, (ii) another event that could result in the interruption of Tax Guardian’s capability to perform its obligations to User under this Agreement; or (iii) another BCP-triggering event (as may be defined in the BCP).

3.6.

Appropriate regular and timely adjustments to Tax Guardian’s Security Program based on: periodic risk assessments; regular comprehensive evaluations (such as third-party assessments) of Tax Guardian’s Security Program; monitoring and regular testing of the effectiveness of safeguards, including vulnerability assessment and penetration testing; and a review of safeguards at least annually and whenever there is a material change in Tax Guardian’s technical environment or business practices that may implicate the confidentiality, availability, integrity, or security of User Data, or Tax Guardian’s information systems;

3.7.

Secure disposal of User Data;

3.8.

Appropriate facility security measures, including access controls, designed to prevent unauthorized access to premises, information systems, and data;

3.9.

Appropriate security checks and vetting of employees and other individuals with access to User Data, including through background checks;

3.10.

Appropriate safeguards that conform with industry best practices and that ensure the services are not impacted by, and are free of, any computer program routines, devices, code, instructions, or features capable of accessing, modifying, deleting, damaging, disabling, deactivating, interfering with access to, or otherwise harming User Data;

3.11.

Appropriate encryption of all User Data that constitutes Personal Information in transit and at rest. Tax Guardian’s encryption shall meet industry standards and be sufficient to support application of legal safe harbors and effectively prevent unauthorized access in the event of a security incident.

3.12.

Logical segmentation of User Data from data of others.

4. Unauthorized Processing of User Data

Tax Guardian shall not Process User Data, nor permit the Processing of User Data, except pursuant to the Agreement. For the avoidance of doubt and except pursuant to our Privacy Policy or other agreement between User and Tax Guardian or the consent of User Tax Guardian shall not sell any Personal Information, and Tax Guardian shall not retain, use, or disclose Personal Information outside of the direct business relationship between Tax Guardian and User. The parties acknowledge that User is not selling or providing any Personal Information to Tax Guardian in return for monetary or other consideration. Tax Guardian certifies that it understands the restrictions set forth in this section and will comply with them.

5. Security Incidents

5.1.

Tax Guardian agrees to notify User without undue delay after Tax Guardian becomes aware of any Security Incident.

5.2.

Tax Guardian shall promptly take actions that are necessary and advisable to correct, mitigate, and designed to prevent recurrence of the Security Incident. Tax Guardian shall reasonably cooperate fully with User and its designees in all efforts to investigate the Security Incident including responding to User’s inquiries about the Security Incident in a timely fashion. The obligations in this Section 5 do not apply to incidents that are caused by User or its Authorized Users.

5.3.

In the event of a Security Incident, User’s point of contact at Tax Guardian will be: Admin@TaxGuardian.com

6. Security Review

On an annual basis and upon request, Tax Guardian will provide User access to a standard due diligence package, inclusive of a copy of Tax Guardian’s current SOC 2 report. Reasonable requests outside the scope of the standard due diligence package will be responded to within 30 days of User request and at the User’s expense.

7. Audit Due To Security Incident

Following any notice by Tax Guardian to User of an actual or reasonably suspected Security Incident, upon User’s reasonable belief that Tax Guardian is in breach of its Personal Information protection obligations under this Addendum, or if such audit is required by User’s supervisory authority under Data Protection Law, User may contact Tax Guardian to request an audit of the procedures relevant to the protection of Personal Information. Any such audit shall be conducted remotely, except User and/or its supervisory authority may conduct an onsite audit at Tax Guardian’s premises if so, required by the Data Protection Laws. Before the commencement of any audit, User and Tax Guardian shall mutually agree upon the scope, timing, and duration of the audit. In no event will any audit of TP Cloud Services Providers or other service provider of Tax Guardian, beyond a review of reports, certifications and documentation made available by the service provider, be permitted without the service provider’s consent. User acknowledges that Tax Guardian’s TP Cloud Services Providers will not allow on-site audits.

8. Third Parties

Tax Guardian may permit its TP Cloud Services Providers and other service providers to Process User Data on behalf of Tax Guardian, provided Tax Guardian contractually requires that the third-party service provider (to be subject to confidentiality and security obligations substantially equivalent to those in this Addendum. Tax Guardian shall be responsible for the Processing of User Data by such service providers.

9. International Data Transfer

Tax Guardian shall not transfer, store, process, or access Personal Information, or otherwise Process Personal Information, outside of the United States without prior express written approval from User, including transfers by Tax Guardian to subcontractors or agents.

10. Notice of Process

In the event Tax Guardian receives a request from a regulator, or other governmental or regulatory request, for or pertaining to, or any legal process from or initiated by any third party (including any subpoena or legal filing) requesting or pertaining to, any User Data, Tax Guardian shall promptly notify User to the extent permitted by Applicable Law in order that User will have the option to defend such action, and Tax Guardian shall provide User with ongoing status reports in connection with such requests or legal process. Tax Guardian shall reasonably cooperate with User in User’s defense. The costs of responding to and/or cooperating in User’s defense of any such request or legal process shall be borne by User unless and to the extent caused by Tax Guardian’s breach of the Agreement or this Addendum.

11. Individual Requests and Complaints

Tax Guardian shall promptly notify User in the event that Tax Guardian receives: (1) requests from individuals relating to User Data, including requests to access, delete, or rectify Personal Information; or (2) complaints of any kind from individuals relating to the privacy, confidentiality, or security of Personal Information. Tax Guardian will (taking into account the nature of the Processing of Personal Information) provide User with assistance reasonably necessary for User to perform its obligations under Data Protection Laws to fulfill requests under subsection (1) above with respect to Personal Information in Tax Guardian’s possession or control. User shall compensate Tax Guardian for any such assistance at Tax Guardian’s then-current professional services rates, which shall be made available to User upon request. If Tax Guardian receives a request pursuant to subsection (1) above, Tax Guardian will advise the data subject to submit the request to User, and User will be responsible for responding to the request.

12. Return or Deletion of User Data

Tax Guardian shall return or delete User Data in its possession, custody, or control, upon termination of the Agreement in accordance with the provisions of the Agreement.

13. Survival

Section 11 of this Addendum will survive termination of this Addendum and the Agreement. The remaining provisions of this Addendum will survive until such time as Tax Guardian has fully complied with the provisions of Section 11 of this Addendum.